SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

            [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                   THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
                      QUARTERLY PERIOD ENDED MARCH 31, 2002

            [_] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                        Commission file number 000-26017

                      GATEWAY INTERNATIONAL HOLDINGS, INC.

             (Exact Name of Registrant as Specified in its Charter)

                 Nevada                                       88-0375818
     (State or Other Jurisdiction of                        (IRS Employer
     Incorporation or Organization)                      Identification No.)


                    3840 East Eagle Drive, Anaheim, CA 92807
                    (Address of principal executive offices)

                                  714-630-6253
                           (Issuer's telephone number)

             Gourmet Gifts, Inc. 253 D'Emerald, Sparks, Nevada 89434
      (Former name, address and fiscal year, if changed since last report)

Check whether the issuer (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 issuer was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [X]
No [_]


     Title of each class of Common Stock          Outstanding at April 16, 2002
       Common Stock, $0.001 par value                       17,021,000






                                       1
<PAGE>
                                   FORM 10-QSB

               GATEWAY INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY

                                      INDEX
                                                                            Page

PART I.              Financial Information                                    2

ITEM 1               Condensed Consolidated Balance Sheet
                     March 31, 2002 (Unaudited)                               3

                     Condensed Consolidated Statements of Operations
                     (Unaudited) for the
                     Six months ended March 31, 2002 and 2001,
                     Three months ended March 31, 2002 and 2001               4

                     Condensed Consolidated Statements of Cash Flows
                     (Unaudited) for the
                     Six Months Ended March 31, 2002 and 2001                 5

                     Notes to Condensed Consolidated Financial Statements     6

                     Management's Discussion and                             11
                     Analysis or Plan of Operation

PART II.             Other Information                                       15

ITEM 1               Legal Proceedings                                       15

ITEM 2               Changes in Securities                                   15

ITEM 3               Defaults upon Senior Securities                         15

ITEM 4               Submission of Matters to a Vote of Security Holders     15

ITEM 5               Other Information - Related Party Transactions          16

ITEM 6               Exhibits and Reports on Form 8K                         16

SIGNATURES                                                                   17


                                     PART I.

FINANCIAL INFORMATION

In the opinion of management,  the accompanying  unaudited financial  statements
included in this Form 10-QSB reflect all adjustments  (consisting only of normal
recurring  accruals)  necessary  for a  fair  presentation  of  the  results  of
operations for the periods presented.  The results of operations for the periods
presented are not  necessarily  indicative of the results to be expected for the
full year.



                                       2
<PAGE>


                          ITEM 1: FINANCIAL STATEMENTS

               GATEWAY INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY

Condensed Consolidated Balance Sheet
                                                                    March 31,
Assets                                                                2002
                                                                 --------------
                                                                   (Unaudited)

Current Assets:
     Cash$                                                      $       26,545
     Accounts Receivable, net                                           86,198
     Inventories                                                       664,867
                                                                 --------------
         Total Current Assets                                          777,610

Property & Equipment, net                                               96,961
Other Assets                                                            11,941

Total Assets                                                    $      886,512
                                                                 ==============

Current Liabilities:
     Accounts Payable and Accrued Liabilities                   $      494,735
     Current portion of Note Payable                                   557,985
     Current portion of obligation under Capital Lease                   5,995
     Note Payable to Related Parties                                   224,700
                                                                 --------------
         Total Current Liabilities                                   1,283,415

Notes Payable, less Current Portion                                    926,125
Obligations under Capital Lease, less Current Portion                      957
                                                                 --------------

Total Liabilities                                                    2,210,497
                                                                 --------------

Liabilities and Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit)
     Preferred stock, $0.001 par value; 10,000,000 shares
       authorized; no shares issued and outstanding                          -
     Common stock, $0.001 par value; 100,000,000 shares
       authorized; 17,021,000 shares issued and outstanding             17,021
     Additional Paid in Capital                                        114,879
     Stockholder Note Receivable                                       (76,461)
     Accumulated Deficit                                            (1,379,424)
                                                                 --------------
         Total Stockholders' Deficit                                (1,323,985)

Total Liabilities and Stockholders' Equity (Deficit)            $      886,512
                                                                 ==============


           See accompanying notes to consolidated financial statements


                                       3
<PAGE>
               GATEWAY INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Operations



                                Six Months Ended           Three Months Ended
                                    March 31,                   March 31,

                              2002          2001          2002          2001
                           -----------   -----------   -----------   -----------
                           (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)


Net Sales                  $1,183,928    $1,818,264    $  426,936    $1,360,904
Cost of Sales               1,083,055     1,288,858       363,699       976,633
                           -----------   -----------   -----------   -----------

Gross Profit                  100,873       529,406        63,237       384,271

Operating Expenses
Payroll and Related           252,565       246,072       118,240       126,705
Selling, General
  and Administrative          209,329       278,777        88,779       132,616
                           -----------   -----------   -----------   -----------

Total Operating Expenses      461,894       524,849       207,019       259,321

Interest Expense              (74,283)      (82,775)      (35,717)      (43,213)
                           -----------   -----------   -----------   -----------

Income (Loss) before Taxes   (435,304)      (78,218)     (179,499)       81,737

Income Taxes                      800           800           800             -
                           -----------   -----------   -----------   -----------

Net Income (Loss)          $ (436,104)   $  (79,018)   $ (180,299)   $   81,737
                           ===========   ===========   ===========   ===========

Basic and Diluted
  Net Income (Loss) Available
  to Common Stockholders
  per Common Share         $    (0.03)   $    (0.01)   $    (0.01)   $     0.01
                           ===========   ===========   ===========   ===========

Weighted Average
  Number of Common
  Shares Outstanding       15,615,945    12,733,000    17,021,000    12,733,000
                           ===========   ===========   ===========   ===========


           See accompanying notes to consolidated financial statements


                                       4
<PAGE>
               GATEWAY INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Cash Flows


                                                           Six Months Ended
                                                               March 31,
                                                         2002           2001
                                                      -----------    -----------
                                                      (Unaudited)    (Unaudited)

Cash Flows from Operating Activities:

  Net Loss                                            $ (436,104)    $  (79,018)
  Adjustments to reconcile Net Loss to Net Cash
  Used in Operating Activities:
      Depreciation and Amortization                       14,515         13,239
      Changes in Operating Assets and Liabilities:
         Accounts Receivable                             116,242        168,140
         Inventories                                     165,073        148,167
         Other Assets                                      4,000         (3,712)
         Accounts Payable and Accrued Liabilities        100,017       (370,103)
                                                      -----------    -----------

  Net Cash Used in Operating Activities                  (36,257)      (123,287)
                                                      -----------    -----------

Cash Flows from Investing Activities
  Purchases of Property and Equipment                     (1,282)             -
                                                      -----------    -----------

  Net Cash Used in Investing Activities                   (1,282)             -
                                                      -----------    -----------

Cash flows from Financing activities:
  Principal Repayments on Notes Payable                 (153,751)      (186,818)
  Principal Repayments of Capital Lease Obligations       (2,215)       (14,391)
  Principal Repayments on Notes Payable to
    Related Parties                                      (96,500)             -
  Principal Borrowings on Notes Payable to
    Related Parties                                      118,500        150,000
  Restricted Common Stock Issued for Cash                 91,900              -
  Net Increase on Stockholder Note Receivable                  -         (5,001)
                                                      -----------    -----------

  Net Cash Used in Financing Activities                  (42,066)       (56,210)
                                                      -----------    -----------

Net Decrease in Cash                                     (79,605)      (179,497)

Cash at Beginning of Period                              106,150        202,653
                                                      -----------    -----------

Cash at End of Period                                 $   26,545     $   23,156
                                                      ===========    ===========

Supplemental Disclosure of Cash Flow Information
    Cash Paid during the period for:
        Interest                                      $   28,121     $   82,775
                                                      ===========    ===========

         Income Taxes                                 $      800     $      800
                                                      ===========    ===========

           See accompanying notes to consolidated financial statements

                                       5
<PAGE>
GATEWAY INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY

Notes to the Consolidated Financial Statements

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

Basis of Presentation

The consolidated  financial statements of Gateway International  Holdings,  Inc.
("Gateway") (formerly known as Gourmet Gifts, Inc.) for the three and six months
ended  March 31, 2002 and 2001 are  unaudited.  Due to the  Reorganization  with
Elite Machine Tool Company ("EM") (see Note 2) the reporting  amounts of Gateway
are those of the operating  corporation and the results of operations of Gateway
previously filed in prior years are not included herein. Certain information and
note  disclosures  normally  included in the consolidated  financial  statements
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States  of  America  have been  omitted.  These  consolidated  financial
statements should be read in conjunction with the audited consolidated financial
statements and notes  thereto,  which are included in Gateway's Form 8-K/A filed
March 27,  2002.  In the  opinion  of  management,  the  consolidated  financial
statements contain all adjustments,  consisting of normal recurring adjustments,
necessary to present  fairly the  financial  position of Gateway for the periods
presented.  The interim  operating  results may not be  indicative  of operating
results for the full year or for any other interim periods.

Elite  Machine  Tool  Company  ("Elite")  was  originally   founded  in  Orange,
California in 1991 as a sole proprietorship.  Elite incorporated in the State of
California on March 30, 1998 as E.M. Tool  Company,  Inc. The Company  principal
line of business is marketing  Computer Numerical Control ("CNC") machine tools.
E.M.  Tool is engaged in  acquiring,  refurbishing  and  selling  pre-owned  CNC
machine tools to manufacturing customers across the United States. The Company's
services are marketed through sales affiliates, independent sales agents and its
own sales force.  The Company is a full service  machinery  dealer  selling to a
diverse base of customers in aerospace, military and medical fields. The Company
is a dealer in previously  owned CNC machine  tools and  currently  markets Mori
Seiki,  Kitamura and Matsuura brands.  The Company purchases  pre-owned machines
from Japan,  Europe and the United States.  The machines are then transported to
the Company's  facilities  in Anaheim,  CA where they are  inspected,  repaired,
refurbished and made available for resale.

The Company's  revenues consist of sales of CNC machine tools,  sales of tooling
and accessories and service of CNC machine tools and related equipment. Revenues
are  recognized  in the period in which they are earned.  Costs of sales include
the acquisition cost of inventory for sale, freight and  transportation,  repair
parts, outside services, service labor, sales commissions and other direct sales
costs.  General  and  administrative  expenses  consists of the cost of customer
acquisition and retention,  customer service,  accounting,  billing, information
systems  and the  personnel  required  to support the  Company's  operation  and
growth.



                                       6
<PAGE>
GATEWAY INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY

Notes to the Consolidated Financial Statements

NOTE  1  -  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  PRINCIPLES,
continued

Going Concern

The accompanying  consolidated  financial statements have been prepared assuming
the Company will continue as a going concern,  which  contemplates,  among other
things,  the realization of assets and satisfaction of liabilities in the normal
course of business.  The Company has negative  working  capital of $505,805,  an
accumulated  deficit  of  $1,379,424,  losses  from  operations  and a  lack  of
profitable  operational history.  These factors, among others, raise substantial
doubt about the Company's  ability to continue as a going  concern.  The Company
intends to fund operations through increased sales and debt and equity financing
arrangements  which management  believes may be insufficient to fund its capital
expenditures,  working capital and other cash  requirements  for the fiscal year
ending  September  30,  2002.  Therefore,  the  Company  may be required to seek
additional funds to finance its long-term operations.  The successful outcome of
future  activities  cannot be  determined at this time and there is no assurance
that if achieved, the Company will have sufficient funds to execute its intended
business plan or generate positive operating results.

The consolidated  financial statements do not include any adjustments related to
recoverability  and  classification of assets carrying amounts or the amount and
classification  of liabilities that might result should the Company be unable to
continue as a going concern.

Inventories

Inventories,  which  consist  primarily of pre-owned  machine  tools,  including
refurbishment labor and overhead, are stated at the lower of cost or market with
cost  determined  on a specific  identification  basis.  The  Company  regularly
monitors  inventory  for  excess or  obsolete  items  and  makes  any  valuation
corrections when such adjustments are known.

Net  realizable  value  is  based  on  management's  forecast  for  sales of the
Company's  products  in the  ensuing  years.  The  industry in which the Company
operates is characterized by technological advancement and change. Should demand
for the Company's products prove to be significantly less than anticipated,  the
ultimate  realizable value of the Company's  inventories  could be substantially
less than the amount shown on the accompanying consolidated balance sheet.

Risk and Uncertainties

The Company operates in a highly competitive industry.  The Company's operations
are  subject  to  significant  risk  and  uncertainties   including   financial,
operational and other risks associated with an emerging business,  including the
potential risk of business failure.



                                       7
<PAGE>
GATEWAY INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY

Notes to the Consolidated Financial Statements

NOTE  1  -  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  PRINCIPLES,
continued

Earnings Per Share

The Company has adopted  Statement of  Financial  Accounting  Standards  No. 128
("SFAS 128"),  "Earnings Per Share." Under SFAS 128, basic earnings per share is
computed by dividing  income  available to common  stockholders  by the weighted
average  number  of  shares  assumed  to be  outstanding  during  the  period of
computation.  Diluted  earnings per share is computed  similar to basic earnings
per share  except that the  denominator  is  increased  to include the number of
additional  common  shares  that would have been  outstanding  if the  potential
common shares had been issued and if the additional  common shares were dilutive
(there were no common share equivalents as of March 31, 2002 and 2001).  Because
the Company has  incurred  net losses,  basic and diluted  loss per share is the
same, as additional potential common shares would be anti-dilutive.

Revenue Recognition

The Company records sales when the goods a shipped to the customer.

Recent Accounting Pronouncements

In July 2001, FASB issued  Statement of Financial  Accounting  Standards No. 141
("SFAS  141"),   "Business   Combinations,"  which  is  effective  for  business
combinations  initiated  after June 30, 2001. SFAS 141 eliminates the pooling of
interest  method of accounting for business  combinations  and requires that all
business combinations  occurring on or after July 1, 2001 be accounted for under
the  purchase  method.  The Company  does not expect SFAS 141 to have a material
impact on its consolidated financial statements.

In July 2001, the FASB issued  Statement of Financial  Accounting  Standards No.
143  ("SFAS  143"),  "Accounting  for Asset  Retirement  Obligations."  SFAS 143
establishes  standards  associated  with the  retirement of tangible  long-lived
assets and the associated  asset retirement  costs.  This statement is effective
for financial  statements issued for fiscal years beginning after June 15, 2002.
The Company has not yet assessed the impact,  if any,  this standard may have on
its  consolidated  financial  statements,  but does not  expect the impact to be
material.

In August 2001, the FASB issued Statement of Financial  Accounting Standards No.
144 ("SFAS  144"),  "Accounting  for the  Impairment  or Disposal of  Long-Lived
Assets."  SFAS  144  addresses  financial   accounting  and  reporting  for  the
impairment of long-lived assets and for long-lived assets to be disposed of. The
provisions of SFAS 144 are effective for financial  statements issued for fiscal
years beginning after December 15, 2001, and interim periods within these fiscal
years, with early adoption  encouraged.  The Company does not expect SFAS 144 to
have a material impact on its consolidated financial statements.



                                       8
<PAGE>
GATEWAY INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY

Notes to the Consolidated Financial Statements

NOTE 2 -  PLAN OF REORGANIZATION

Pursuant to the Agreement and Plan of  Reorganization  ("Reorganization")  dated
December 11, 2001, the Company completed a transaction whereby it acquired E. M.
Tool Company,  Inc. in a tax-free share exchange under Section  368(a)(1)(B)  of
the Internal Revenue Code of 1986, as amended.  Pursuant to the  Reorganization,
all 21,262  issued and  outstanding  shares of E.M.  Tool  Company,  Inc.  where
exchanged  for shares of the  Company  on a 1 for 637 basis.  At the time of the
Reorganization,  the Company had 3,384,000 shares outstanding,  net of 1,000,000
shares canceled pursuant to the Reorganization. By virtue of the Reorganization,
the  stockholders  of E.M. Tool Company,  Inc.  acquired  13,536,000  restricted
common shares of Gateway. The total issued,  outstanding and committed shares of
the combined entities  subsequent to the Reorganization  were 16,920,000 shares.
The  transaction  was  recorded as a "reverse  acquisition"  whereby  E.M.  Tool
Company,  Inc.  was  considered  to be the  accounting  acquirer  as it retained
control of the Company  after the  Reorganization,  however,  E.M. Tool Company,
Inc. became a wholly-owned subsidiary of the Company after the Reorganization.

NOTE 3 - ACQUISITIONS

In March 2002,  the Company  entered  into a  definitive  Agreement  and Plan of
Reorganization  (the "Agreement")  with Bechler Cams, Inc. ("BCI"),  pursuant to
which BCI would become a  wholly-owned  subsidiary of the Company.  According to
the Agreement,  the Company shall issue 1,300,000  restricted  common shares for
100 common shares of BCI, which represents all of the outstanding shares of BCI.
The Company  will  account for this  transaction  in  accordance  with  purchase
accounting as deemed appropriate under SFAS 141. The closing of this transaction
is dependent on the outcome of various due diligence procedures performed by the
Company, as defined in the related agreement.

NOTE 4 - RELATED PARTY TRANSACTIONS

During the six month period ended March 31, 2002, the Company received a $68,500
short-term loan from a stockholder/officer/director of the Company. The loan was
used to purchase inventory for resale and was repaid plus interest upon the sale
of the specific  inventory  during the period ended March 31, 2002.

From time to time,  the Company  borrows  funds from a  stockholder  for working
capital  purposes,  which are  non-interest  bearing  and are due and payable on
demand.  During  quarter  ended March 31, 2002,  the Company had  borrowings  of
$50,000 and  repayments of $28,000.  At March 31, 2002,  outstanding  borrowings
totaled $224,700.



                                       9
<PAGE>
GATEWAY INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY

Notes to the Consolidated Financial Statements

NOTE 5 - NOTES PAYABLE

During the quarter  ended  March 31,  2002,  the  Company did not remit  monthly
payments totaling  approximately  $90,000,  including  interest of approximately
$45,000, which is included in accrued expenses in the accompanying  consolidated
balance  sheet,  as required under the terms of a note payable (the "Note") to a
financial  institution.  Subsequent to March 31, 2002, the Company  renegotiated
the terms of the Note.  Under the amended  terms,  the Company is to pay monthly
interest  payments  of  $8,900  beginning  June 1, 2002  through  August 1, 2002
followed by monthly  principal  and  interest  installments  of $31,558  through
October 2005 and one final payment of approximately $8,204 in November 2005.

NOTE 6 - STOCKHOLDERS' EQUITY

During the period ended March 31, 2002,  the Company  issued  102,262 shares of
common stock for cash  totaling  $91,900.

Pursuant to the  Reorganization,  the Company issued 13,536,000 shares of common
stock in connection with the Reorganization of the Company (see Note 2).

NOTE 7 - SUBSEQUENT EVENTS

In April 2002,  the Company  entered  into a  definitive  Agreement  and Plan of
Reorganization  (the  "Agreement")  with Nelson  Engineering,  Inc.  ("Nelson"),
pursuant to which Nelson would become a wholly owned  subsidiary of the Company.
According to the Agreement,  the Company shall issue 3,125,000 restricted common
shares  for  1,935  common  shares  of  Nelson,  which  represents  all  of  the
outstanding  shares of Nelson.  The Company will account for this transaction in
accordance with purchase  accounting as deemed  appropriate  under SFAS 141. The
closing of this transaction is dependent on the outcome of various due diligence
procedures performed by the Company, as defined in the related agreement.




                                       10
<PAGE>
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    FINANCIAL CONDITION OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENT NOTICE

The following  information  should be read in conjunction  with the consolidated
financial  statements  and the notes  thereto.  The  analysis set forth below is
provided pursuant to applicable  Securities and Exchange Commission  regulations
and is not intended to serve as a basis for projections of future events. Except
for historical  information contained herein, the matters discussed in this Form
10-QSB are  forward-looking  statements  that are  subject to certain  risks and
uncertainties  that could cause actual results to differ  materially  from those
set forth in such forward  looking  statements.  When used in this  report,  the
words "may," "will," "expect," "anticipate,"  "continue," "estimate," "project,"
"intend,"  and similar  expressions  are  intended  to identify  forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 regarding events, conditions,
and financial  trends that may affect the Company's  future plans of operations,
business strategy,  operating results, and financial position. Persons reviewing
this report are cautioned that any forward-looking statements are not guarantees
of future performance and are subject to risks and uncertainties and that actual
results may differ  materially  from those included  within the  forward-looking
statements as a result of various factors.  Actual future results and trends may
differ materially from historical and anticipated results,  which may occur as a
result of a variety of factors.  Such risks and uncertainties  include,  without
limitation,  Gateway's limited operating history,  the  unpredictability  of its
future  revenues,  the  unpredictable  and  evolving  nature of its key markets,
competition,  dependence  on key  personnel,  the  possible  acquisition  of new
businesses  that  result  in  operating   losses  or  that  do  not  perform  as
anticipated,  resulting in unanticipated  losses,  the possible  fluctuation and
volatility of the Company's  operating  results,  financial  condition and stock
price,  inability of the Company to continue as a going concern,  the management
of growth, and Gateway's need for additional capital. Except as required by law,
Gateway  undertakes  no  obligation  to update  any  forward-looking  statement,
whether as a result of new  information,  future  events or  otherwise.  Readers
should carefully review the factors set forth in other reports or documents that
Gateway files from time-to-time with the SEC.

GENERAL OVERVIEW

Gateway  International   Holdings,   Inc.  is  a  Nevada  corporation  that  was
incorporated  on September  24,  1997,  under the name  Gourmet  Gifts,  Inc. On
January 24, 2002,  Gourmet Gifts,  Inc. acquired all of the outstanding stock of
E. M. Tool Company,  Inc.  thereby making E.M. Tool a wholly owned subsidiary of
Gourmet  Gifts,  Inc.  The  transaction  was  recorded as a reverse  acquisition
whereby E.M. Tool was  considered  the acquirer  because it  maintained  control
after the  transaction  was  completed.  Additionally,  as part of the E.M. Tool
acquisition,  the  current  management  and  directors  of Gourmet  Gifts,  Inc.
resigned,  and a new management  team and board of directors was put in place to
run the  new  operations  of the  Company.  Due to the  evolving  nature  of the
Company's  business and as part of the  Reorganization,  the Company's  Board of
Directors  changed  the  Company's  corporate  name  to  Gateway   International
Holdings,  Inc.  Going  forward,  the Company will focus its efforts on a growth
strategy through the acquisition of manufacturing companies.

In  regard  to  the  following  discussions  and  analysis  of  the  results  of
operations, comparisons made to the same period last year will only apply to the
operations  of E.M.  Tool  Company,  Inc.  because they  represent the surviving
operations of the Company.




                                       11
<PAGE>
Elite Machine Tool Company was originally founded in Orange,  California in 1991
as a sole proprietorship. Elite incorporated in the State of California on March
30, 1998 as E.M. Tool Company,  Inc. The Company  principal  line of business is
marketing Computer Numerical Control ("CNC") machine tools. E.M. Tool is engaged
in  acquiring,   refurbishing  and  selling   pre-owned  CNC  machine  tools  to
manufacturing  customers  across the United States.  The Company's  services are
marketed through sales  affiliates,  independent  sales agents and its own sales
force. The Company is a full service  machinery dealer selling to a diverse base
of customers in aerospace,  military and medical fields. The Company is a dealer
in previously owned CNC machine tools and currently markets Mori Seiki, Kitamura
and Matsuura brands. The Company purchases pre-owned machines from Japan, Europe
and the United  States.  The  machines  are then  transported  to the  Company's
facilities in Anaheim,  CA where they are inspected,  repaired,  refurbished and
made available for resale.

The Company's  revenues consist of sales of CNC machine tools,  sales of tooling
and accessories and service of CNC machine tools and related equipment. Revenues
are  recognized  in the period in which they are earned.  Costs of sales include
the acquisition cost of inventory for sale, freight and  transportation,  repair
parts, outside services, service labor, sales commissions and other direct sales
costs.  General  and  administrative  expenses  consists of the cost of customer
acquisition and retention,  customer service,  accounting,  billing, information
systems  and the  personnel  required  to support the  Company's  operation  and
growth.

RESULTS OF OPERATIONS OF THE COMPANY

Three Months Ended March 31, 2001 Compared To The Three Months Ended March 31,
2002

The operational activities of the Company will focus primarily on the operations
of E.M. Tool. While Gateway  International  operates as a holding company,  E.M.
Tool is actively  engaged in business  activities that are currently the core of
the Company's business.  For the purposes of this overview,  we will concentrate
on the operations of E.M. Tool.

Revenues - Revenues  decreased by $933,968 or 68.6% from  $1,360,904  during the
three  months  ended March 31, 2001 to $426,936  during the three  months  ended
March 31, 2002. This decrease was due to several  factors.  Following the events
of September 11, 2001,  manufacturing customers cancelled orders or have limited
their acceptance of manufactured  products,  resulting in decreased purchases of
capital  equipment for production.  Decreased demand has severely  decreased the
market prices of machine  tools,  compelling  the Company to sell equipment at a
loss to  maintain  cash  flow.  The  Company  had to expand its focus to include
merger candidates and the additional responsibilities and reporting requirements
of operating a public company.

Cost of Sales - Cost of sales  decreased  by  $612,934  or 62.8%  from  $976,633
during the three months ended March 31, 2001 to $363,699 during the three months
ended March 31, 2002.  The decrease was due to the overall  decrease in revenues
cited  above.  The  decrease  in cost of  sales is lower  than the  decrease  in
revenues due to the Company's  sales of some machines at a loss to maintain cash
flow.  Due to lack of cash  flows  and  decreased  demand,  the  Company  is not
purchasing additional inventory.  As a percentage of revenue, Cost of Sales were
71.8% and  85.2%  resulting  in a gross  margin of 28.2% and 14.8% for the three
months ended March 31, 2001 and 2002, respectively.

Operating  Expenses  -  Operating  expenses  decreased  by $52,302 or 20.2% from
$259,321  in the three  months  ended  March 31,  2001 to  $207,019 in the three
months ended March 31, 2002.



                                       12
<PAGE>
Operating  expenses  for the three  months  ended March 31, 2001 were  comprised
primarily  of  $126,705  in salaries  and  related  taxes paid to  officers  and
employees;  rent of $21,114;  professional  services  of  $16,242,  depreciation
expense  of  $6,618;  and  $88,642  of  other  operating   expenses,   including
advertising,  auto, office and utilities  expenses.  Operating  expenses for the
three  months  ended  March 31,  2002 were  comprised  primarily  of $118,240 in
salaries  and related  taxes paid to officers  and  employees,  rent of $24,556;
professional services of $10,905, depreciation expense of $7,258; and $46,060 of
other operating  expenses,  including  advertising,  auto,  office and utilities
expenses.  Payroll  variances  are due to  commissions  paid to the inside sales
force  as  general  payroll  expenses  and are  expected  to  remain  relatively
consistent  from prior periods as the Company has  maintained the same staff and
is paying them relatively the same amount.

Interest  Expense - Net  interest  expense  decreased  by  $7,496 or 17.4%  from
$43,213  for the three  months  ended  March 31,  2001 to $35,717  for the three
months ended March 31,  2002.  The  decrease  was  primarily  due to a principal
reduction of $180,000 on an outstanding debt balance in March 2001.

As a result, net income was $81,737, or $0.01 net income per share for the three
months  ended  March 31,  2001,  and a net loss of  $180,299,  or $0.01 loss per
share, for the three months ended March 31, 2002.

Assets and  Liabilities  - Assets  decreased by $378,153  from  $1,264,665 as of
September, 2001 to $886,512 as of March 31, 2002. The decrease was due primarily
to a decline in sales,  collections of the Company's  accounts  receivable and a
decrease in the  Company's  inventory  held for sale.  Liabilities  decreased by
$33,949 from  $2,244,446  as of September 30, 2001 to $2,210,497 as of March 31,
2002.  The decrease was due the Company  continuing  to make the payments on its
long-term debt,  reducing notes payable and obligations  under its capital lease
and increases in the Company's  accounts payable and accrued  expenses.  Current
liabilities  increased by $26,683 from  $1,256,732  as of September  30, 2001 to
$1,283,415  as of March 31,  2002.  This is due  primarily  to  increases in the
Company's accounts payable and accrued expenses.

Stockholders'  Deficit -  Stockholders'  deficit  increased by  $(344,204)  from
$(979,781) as of September 30, 2001 to  $(1,323,985)  as of March 31, 2002.  The
increase  was  attributable  to the net loss of $436,104 in the six months ended
March 31, 2002 offset by the issuance of common stock for $91,900.

Six Months Ended March 31, 2001 Compared To The Six Months Ended March 31, 2002

Revenues - Revenues  decreased by $634,336 or 34.9% from  $1,818,264  during the
six months ended March 31, 2001 to $1,183,928  during the six months ended March
31, 2002.  This  decrease was due to several  factors.  Following  the events of
September 11, 2001,  manufacturing  customers  cancelled  orders or have limited
their acceptance of manufactured  products,  resulting in decreased purchases of
capital  equipment for production.  Decreased demand has severely  decreased the
market prices of machine  tools,  compelling  the Company to sell equipment at a
loss to  maintain  cash  flow.  The  Company  had to expand its focus to include
merger candidates and the additional responsibilities and reporting requirements
of operating a public company.

Cost of Sales - Cost of sales  decreased  by $205,803 or 15.98% from  $1,288,858
during the six months ended March 31, 2001 to $1,083,055 in the six months ended
March 31, 2002.  The decrease was due to the overall  decrease in revenues cited
above.  The decrease in cost of sales is lower than the decrease in revenues due
to the Company selling machines at a loss to maintain cash flow. As a percentage
of revenue,  cost of sales were 70.9% and 91.5%  resulting  in a gross margin of
29.1% and 8.5% for the six months ended March 31, 2001 and 2002, respectively.



                                       13
<PAGE>
Operating  Expenses  -  Operating  expenses  decreased  by $62,955 or 12.0% from
$524,849  in the six months  ended  March 31, 2001 to $461,894 in the six months
ended March 31, 2002. Operating expenses for the six months ended March 31, 2001
were  comprised  primarily  of $246,072 in  salaries  and related  taxes paid to
officers  and  employees,  rent of  $41,963;  professional  services of $34,001,
depreciation  expense of  $13,238;  and  $189,575 of other  operating  expenses,
including advertising,  auto, office and utilities expenses.  Operating expenses
for the six months ended March 31, 2002 were comprised  primarily of $252,565 in
salaries  and related  taxes paid to officers  and  employees;  rent of $48,025;
professional services of $39,897,  depreciation expense of $14,515; and $106,892
of other operating expenses,  including advertising,  auto, office and utilities
expenses.  Payroll  variances  are due to  commissions  paid to the inside sales
force as general payroll expenses are expected to remain  relatively  consistent
from prior  periods as the Company has  maintained  the same staff and is paying
them relatively the same amount.

Interest Expense - Net interest expense decreased by $8,492 from $82,775 for the
six months  ended March 31,  2001 to $74,283 for the six months  ended March 31,
2002. The decrease was primarily due to a principal  reduction of $180,000 on an
outstanding debt balance in March 2001.

As a result,  net loss was $79,018,  or $0.01 loss per share,  and $436,104,  or
$0.03  loss per  share,  for the six  months  ended  March  31,  2001 and  2002,
respectively.

LIQUIDITY AND CAPITAL RESOURCES

General - Overall,  the Company had  negative  cash flows of $79,605 for the six
months ended March 31, 2002 resulting from $36,257 of cash used in the Company's
operating activities, $1,282 of cash used in investing activities and $42,066 of
cash used in financing activities. The Company anticipated a stronger and faster
recovery  from the  events  of  September  11,  2001  and  expected  funds  from
operations  would be sufficient to cover daily  operations.  However,  due to an
ongoing  decline in sales and a net loss of  $436,104  during  the two  quarters
ended March 31, 2002, the Company's funds from operations are currently short of
meeting monthly  operating  obligations.  In the event that sales growth for the
remainder  of  the  fiscal  year  ending   September   30,  2002  meets  current
expectations,  the Company expects that cash flow from daily  operations will be
sufficient to meet daily operating costs by the end of the Company's fiscal year
ending September 30, 2002.

Cash Flows from Operating  Activities - Net cash used in operating activities of
$36,257 for the six months ended March 31, 2002 was  primarily due to a net loss
of $436,104,  changes in operating assets and liabilities,  principally accounts
payable and accrued  expenses of  $100,017,  accounts  receivable  of  $116,242,
inventory and other assets of $169,073 and depreciation and amortization expense
of $14,515.

Cash Flows from Investing  Activities - Net cash used in investing activities of
$1,282 for the six months ended March 31, 2002 funded purchases of equipment

Cash Flows from Financing  Activities - Net cash used in financing activities of
$42,066 in the six months  ended March 31, 2002 was  primarily  due to principal
repayments on notes payable of $153,751,  principal  repayments on capital lease
obligations of $2,215,  principal repayments on notes payable to related parties
of $ 96,500 offset by borrowings on notes payable to related parties of $118,500
and the issuance of restricted common stock for $91,900 in cash.



                                       14
<PAGE>
Financing - As previously  discussed,  the Company's  funds from  operations are
currently insufficient to fund daily operations.  Therefore, the Company will be
required to seek  additional  funds either  through debt or equity  financing to
finance these debts and  contingencies.  Failure to raise  additional  funds may
have a material adverse effect on the Company's long-term operational viability.

Equity  Financing - In March 2002,  the Company raised $90,900 with the issuance
101,000 restricted common shares at a price of $0.90 per share through a private
placement  exempt  from the  registration  requirements  pursuant to Rule 506 of
Regulation D of the Securities Act of 1933, as amended (the "Act").

GOING CONCERN

The Company's  independent  certified  public  accountants  have stated in their
Auditor's Report included in the Company's Form 8-KA, filed March 26, 2002, that
the Company has incurred  operating losses,  has a working capital deficit and a
significant  stockholders'  deficit.  These conditions raise  substantial  doubt
about the Company's ability to continue as a going concern.

INFLATION

Management  believes  that  inflation  has  not  had a  material  effect  on the
Company's results of operations.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The  Company is not  currently  a party to any legal  proceedings,  the  adverse
outcome of which, individually or in the aggregate would have a material adverse
effect on our financial position or results of operations.

ITEM 2. CHANGES IN SECURITIES

On January 29, 2002, the Company issued  13,536,000  shares of restricted common
stock in exchange for 21,262  common  shares  representing  all the  outstanding
stock of E.M Tool  Company,  Inc.  in a  transaction  commonly  referred to as a
"reverse  acquisition".   The  transaction  was  exempt  from  the  registration
requirements  of the Act  pursuant  to Section  4(2) of the Act in that it was a
private transaction not involving a public offering.

In March 2002,  the Company  issued an aggregate of 101,000 shares of restricted
common shares at a price of $0.90 per share or $90,900 to 6 accredited investors
in a private  placement  exempt from the registration  requirements  pursuant to
Rule 506 of Regulation D of the Securities Act of 1933. Such funds were used for
working capital purposes.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.



                                       15
<PAGE>
ITEM 5.  OTHER INFORMATION

Related Party Transactions

During the six month period ended March 31, 2002, the Company received a $68,500
short-term loan from a stockholder/officer/director of the Company. The loan was
used to purchase  inventory  for resale and was repaid plus  interest  and costs
upon the sale of the specific inventory during the period ended March 31, 2002.

From time to time,  the Company  borrows  funds from a  stockholder  for working
capital  purposes,  which are  non-interest  bearing  and are due and payable on
demand.  During  quarter  ended March 31, 2002,  the Company had  borrowings  of
$50,000 and  repayments of $28,000.  At March 31, 2002,  outstanding  borrowings
totaled $224,700.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A) Exhibits.

2.1 Agreement and Plan of Reorganization between Gateway International Holdings,
Inc. and Bechler Cams, Inc. dated Mach 31, 2002.

(B) Reports on Form 8-K

The Company  filed a report on Form 8-KA on March 26,  2002,  incorporating  the
Audited Financial  Statements of E.M. Tool Company,  Inc. pursuant to the change
of control and acquisition of business noted on Form 8K filed February 7, 2002.



                                       16
<PAGE>
SIGNATURES

In accordance with the requirements of the Securities  Exchange Act of 1934, the
registrant duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

                                           GATEWAY INTERNATIONAL HOLDINGS, INC

Date: May 20, 2002                         By:/s   Lawrence Consalvi
                                             -------------------------
                                           Larry Consalvi, President


Date: May 20, 2002                         By: /s/ Brent Mouton
                                             -------------------------
                                           Brent Mouton, Chief Financial Officer