**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 September 30, 2008**





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





For
      the
      transition period from _______________ to _______________.





**Commission
      file number 0-32341**





**Gateway
      International Holdings, Inc.**


(Exact
      Name of Company as Specified in its Charter)




**Nevada**
              (State
                or other jurisdiction of
              incorporation
                or organization)
            **88-0375818**
              (I.R.S.
                Employer
              Identification
                No.)**2672
                Dow Avenue**
              **Tustin,
                CA**
              (Address
                of principal executive offices)
            **92780**
              (Zip
                Code)





**Issuer’s
      telephone number, including area code (714) 630-6253**





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.


Yes
x No
o .





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
              o
              Accelerated
                  filer
              oNon-accelerated
                  filer
              o
              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 o 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 o No
o .





**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 7, 2008, there were
      27,611,956 shares
      of
      common stock, par value $0.001, issued and outstanding.







**GATEWAY
      INTERNATIONAL HOLDINGS, INC.**





**TABLE
      OF CONTENTS**




ITEM
                  1.
              Financial
                  Statements (unaudited).
              2ITEM
                  2.
              Management’s
                  Discussion and Analysis of Financial Condition and Results of
                  Operations.
              10ITEM
                  3.
              Quantitative
                  and Qualitative Disclosures About Market Risk.
              16ITEM
                  4T.
              Controls
                  and Procedures.
              16ITEM
                  1.
              Legal
                  Proceedings.
              17ITEM
                  1A.
              Risk
                  Factors.
              18ITEM
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds.
              18ITEM
                  3.
              Defaults
                  Upon Senior Securities.
              19ITEM
                  4.
              Submission
                  of Matters to a Vote of Security Holders.
              19ITEM
                  5.
              Other
                  Information.
              19ITEM
                  6.
              Exhibits.
              19









**PART
        I-FINANCIAL INFORMATION**
 **GATEWAY
        INTERNATIONAL HOLDINGS, INC.**


**CONSOLIDATED
      BALANCE SHEETS**




June
                  30, 2008
              
              September
                  30, 2008(unaudited)**Assets**Current
                  assets:Cash
                  and cash equivalents
              
              $
              1,024,643
              
              $
              1,845,573Accounts
                  receivable, net of allowances of $82,000 and $95,927 at June 30,
                  2008 and
                  September 30, 2008, respectively.
              
              
              1,648,217
              
              
              792,611Inventories
              
              
              1,721,289
              
              
              1,672,542Due
                  from related party
              
              
              81,000
              
              
              81,000Prepaid
                  and other
              
              
              180,011
              
              
              305,941Deferred
                  income taxes
              
              
              179,316
              
              
              179,316Total
                  current assets
              
              
              4,834,476
              
              
              4,876,983Property
                  and equipment, net
              
              
              1,603,675
              
              
              1,480,733Intangible
                  assets, net
              
              
              928,439
              
              
              896,608Goodwill
              
              
              392,547
              
              
              392,547Deposits
                  and other
              
              
              61,146
              
              
              63,646Deferred
                  income taxes
              
              
              245,497
              
              
              205,823Total
                  assets
              
              $
              8,065,780
              
              $
              7,916,340**Liabilities
                  and Shareholders’ Equity**Current
                  liabilities:Line
                  of credit
              
              $
              330,000
              
              $
              247,000Accounts
                  payable
              
              
              1,646,871
              
              
              1,238,365Income
                  taxes payable
              
              
              187,954
              
              
              -Accrued
                  expenses and other
              
              
              213,752
              
              
              595,935Accrued
                  interest due to related party
              
              
              82,173
              
              
              92,447Customer
                  deposits
              
              
              149,500
              
              
              362,480Notes
                  payable
              
              
              244,635
              
              
              245,276Notes
                  payable, related party
              
              
              734,880
              
              
              712,030Deferred
                  income taxes
              
              
              11,263
              
              
              -Capital
                  leases
              
              
              85,533
              
              
              85,274Total
                  current liabilities
              
              
              3,686,561
              
              
              3,578,807Notes
                  payable
              
              
              429,493
              
              
              368,730Notes
                  payable, related party
              
              
              31,526
              
              
              18,012Capital
                  leases
              
              
              130,361
              
              
              109,992Deferred
                  income taxes
              
              
              303,801
              
              
              299,623Deferred
                  rent
              
              
              79,126
              
              
              75,804Total
                  liabilities
              
              
              4,660,868
              
              
              4,450,968Shareholders’
                  equityCommon
                      stock, $0.001 par value: 100,000,000 shares authorized 28,378,645
                      and
                      28,011,956 shares issued and outstanding at June 30, 2008 and
                      September
                      30, 2008, respectively
              
              
              28,379
              
              
              28,012Additional
                  paid-in capital
              
              
              8,921,354
              
              
              8,934,214Accumulated
                  deficit
              
              
              (5,544,821
              )
              
              (5,496,854
              )Total
                  shareholders’ equity
              
              
              3,404,912
              
              
              3,465,372Total
                  liabilities and shareholders’ equity
              
              $
              8,065,780
              
              $
              7,916,340





See
      accompanying Notes to Consolidated Financial Statements.




2




**GATEWAY
      INTERNATIONAL HOLDINGS, INC.**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**(UNAUDITED)**




Three
                    Months Ended September 30,2007
                
                2008Sales
                
                $
                3,991,633
                
                $
                5,049,047Cost
                    of sales
                
                
                3,209,314
                
                
                3,563,035Gross
                    profit
                
                
                782,319
                
                
                1,486,012Operating
                    expenses:Selling,
                    general and administrative
                
                
                1,086,694
                
                
                1,339,962Amortization
                    of intangible assets
                
                
                21,385
                
                
                31,831Total
                    operating expenses
                
                
                1,108,079
                
                
                1,371,793Operating
                    income (loss)
                
                
                (325,760
                )
                
                114,219Interest
                    expense (a)
                
                
                (45,501
                )
                
                (33,663
                )Interest
                    income
                
                
                18
                
                
                2,375Gain
                    on sale of assets
                
                
                35,373
                
                
                532Income
                    (loss) before income taxes
                
                
                (335,870
                )
                
                83,463Income
                    tax (provision) benefit
                
                
                140,060
                
                
                (35,496
                )Net
                    income (loss)
                
                $
                (195,810
                )
                $
                47,967Net
                    income (loss) per share:Basic
                
                $
                (0.01
                )
                $
                0.00Diluted
                
                $
                (0.01
                )
                $
                0.00$
                (0.01
                )
                $
                0.00Weighted
                    average number of common shares under in per share
                    calculations:Basic
                
                
                27,701,378
                
                
                28,305,012Diluted
                
                
                27,701,378
                
                
                28,311,313(a)
                    Related party interest expense included in this amount:
                
                $
                11,609
                
                $
                10,073




See
      accompanying Notes to Consolidated Financial Statements.




3




**GATEWAY
      INTERNATIONAL HOLDINGS, INC.**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**(UNAUDITED)**




For
                    the Three Months Ended
                  September
                    30,2007
                
                2008Cash
                  flows from operating activities:Net
                    income (loss)
                
                $
                (195,810
                )
                $
                47,967Adjustments
                    to reconcile net income (loss) to net cash provided by operating
                    activities:Gain on
                    disposition of assets
                
                
                (35,373
                )
                
                (532
                )Depreciation
                
                
                113,291
                
                
                118,683Amortization
                    of intangible assets
                
                
                21,385
                
                
                31,831Stock-based
                    compensation
                
                
                -
                
                
                12,493Changes
                    in operating assets and liabilities:Accounts
                    receivable
                
                
                573,431
                
                
                855,606Inventories
                
                
                (809,649
                )
                
                48,747Prepaid
                    expenses and other assets
                
                
                136,071
                
                
                (125,930
                )Accounts
                    payable and accrued expenses
                
                
                694,318
                
                
                (11,258
                )Customer
                    deposits
                
                
                (182,740
                )
                
                212,980Income
                    taxes payable
                
                
                314
                
                
                (187,954
                )Deferred
                    rent
                
                
                36,006
                
                
                (3,322
                )Deferred
                    income taxes
                
                
                (131,482
                )
                
                24,233Net
                    cash provided by operating activities
                
                
                219,762
                
                
                1,023,544Cash
                    flows from investing activities:Capital
                    expenditures
                
                
                (27,908
                )
                
                -Deposits
                    and other
                
                
                21,415
                
                
                (2,500
                )Net
                    cash used in investing activities
                
                
                (6,493
                )
                
                (2,500
                )Cash
                    flows from financing activities:Net
                    borrowings (repayments) on line of credit
                
                
                5,500
                
                
                (83,000
                )Payments
                    on notes payable
                
                
                (8,885
                )
                
                (60,122
                )Payments
                    on related party notes payable
                
                
                (31,354
                )
                
                (36,364
                )Payments
                    on capital leases
                
                
                (87,088
                )
                
                (20,628
                )Net
                    cash used in financing activities
                
                
                (121,827
                )
                
                (200,114
                )Net
                    change in cash and cash equivalents
                
                
                91,442
                
                
                820,930Cash
                    and cash equivalents at beginning of period
                
                
                972,546
                
                
                1,024,643Cash
                    and cash equivalents at end of period
                
                $
                1,063,988
                
                $
                1,845,573Supplemental
                    disclosure of cash flow information:Cash
                    paid for interest
                
                $
                35,445
                
                $
                23,389Cash
                    paid for income taxes
                
                $
                -
                
                $
                280,000Supplemental
                    disclosure of non-cash investing and financing activities:Stock
                    issued for creditor settlement
                
                $
                63,000
                
                $
                -Capital
                    expenditures acquired under capital leases and notes
                    payable
                
                $
                110,597
                
                $
                -Stock
                    retired upon cancellation of note payable
                
                $
                417
                
                $
                417




See
      accompanying Notes to Consolidated Financial Statements.




4


**GATEWAY
      INTERNATIONAL HOLDINGS, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**September
      30, 2008**


**(UNAUDITED)**


**1.**  **Business**





Gateway
      International Holdings, Inc. (the “Company”) was incorporated in the state of
      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
      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.





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 Gateway 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. Notes to the
      financial statements which would substantially duplicate the disclosures
      contained in the audited financial statements for the most recent fiscal year
      ended June 30, 2008 as reported in the Company's Form 10-K have been
      omitted.  The results of operations for the three month periods ended
      September 30, 2008 and 2007 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, 2008.





5





*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 September 30, 2007. The dilutive securities outstanding during
      the three months ended September 30, 2008 consist of earned, but unissued common
      stock.





**3.**  **Inventories**





Inventories
      consist of the following at:





June
                30,
            
            September
                30,2008
            
            2008Finished
                components and parts
            
            $
            612,825
            
            $
            612,638CNC
                machines held for sale
            
            
            740,421
            
            
            558,364Work
                in process
            
            
            116,832
            
            
            254,108Raw
                materials and parts
            
            
            251,211
            
            
            247,432$
            1,721,289
            
            $
            1,672,542





**4.**  **Accrued
      Expenses**





Accrued
      expenses consist of the following at:


June
                30,
            
            September
                30,2008
            
            2008Compensation,
                benefits & severance
            
            $
            160,071
            
            $
            445,053Other
            
            
            53,681
            
            
            150,882$
            213,752
            
            $
            595,935





**5.**  **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. 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 Company renewed the credit agreement through September 21, 2009.
      Two
      of the Company’s officers and directors, Joseph Gledhill and Timothy Consalvi,
      are guarantors under the credit agreement.





The
      line
      of credit has a stated interest rate equal to the lender's referenced prime
      rate
      plus 1.5%. Interest is payable monthly with the outstanding principal balance
      due on September 21, 2009. The amount available for borrowings is determined
      based on a monthly basis based on 80% of eligible accounts receivable, as
      defined. As of September 30, 2008, the Company also has an irrevocable letter
      of
      credit outstanding of $100,000. The proceeds from the line of credit are used
      for general working capital needs.




6





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%. Principal and
      interest payments are payable monthly.





The
      current credit agreement requires us to maintain certain financial and
      non-financial covenants which we were in compliance with as of September 30,
      2008.





**6.**  **Litigation**





1.  *Leon
      Ruder v. Elite Machine Tool Company* ,
      Superior Court of the State of California, County of Los Angeles, Central
      District, Case No. BC373163. Plaintiff filed this action on June 22,
      2007.


The
        plaintiff claimed that the defendant, the Company’s wholly-owned subsidiary,
        breached a written contract for the purchase of certain machines and sold
        such
        machines to another party causing the plaintiff economic harm. The plaintiff
        sought compensatory damages in amount of approximately $100,000 and exemplary
        and punitive damages. The defendant filed demurrers to the original Complaint
        and the first amended Complaint, both of which were sustained by the Court.
        This
        case was settled in July 2008 for $15,000, and the lawsuit was
        dismissed.





2.  *August
      Law Group v. Gateway International Holdings, Inc.,* Superior
      Court for the State of California, County of Orange, Case No. 30-2007 00100231.
      Plaintiff filed this action on December 13, 2007.


The
        plaintiff claimed that the defendant breached a written contract and breached
        promissory note by failing to pay plaintiff according to the terms of the
        contract and note. The plaintiff sought $108,955, plus interest and attorney’s
        fees. On April 3, 2008, the Company settled this matter for $115,691 for
        all
        amounts owed, plus any interest and attorney’s fees. A Notice of Dismissal, with
        prejudice, was approved by the Court on April 8, 2008, which approved the
        settlement and dismissed the lawsuit with prejudice.





3.  *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.





The
      Complaint, which has causes of action for securities fraud, breach of fiduciary
      duties, fraud and deceit, and rescission, alleges that the defendants
      intentionally misrepresented, or failed to disclose, certain facts regarding
      the
      company prior to the plaintiffs purchasing Gateway International Holdings,
      Inc.
      common stock. The Complaint seeks total monetary damages of approximately
      $188,415, plus interest, and punitive damages. The
      Company 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.  A trial date has
      not yet been scheduled.




Management
        believes the Company has meritorious defenses to the plaintiff’s claims and plan
        to vigorously defend against the lawsuit. However, there can be no assurance
        as
        to the outcome of the lawsuit. Litigation is subject to inherent uncertainties,
        and unfavorable rulings could occur. If an unfavorable ruling were to occur,
        there could be a material adverse effect on the Company’s financial condition,
        results of operations or liquidity. No amounts have been accrued for this
        matter
        in the accompanying consolidated financial statements.




7





4.  *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 the Company’s 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. On July 1, 2008, the Company filed an Answer to the Complaint
      and filed a Cross-Complaint against Mori Seiki alleging any defects in the
      CNC
      machine were manufacturing defects, which are the responsibility of Mori Seiki.
      The Company is currently attempting to serve its Cross-Complaint on Mori Seiki.
      Discovery is ongoing.





5.  *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 the Company pursuant to an agreement dated April 2, 2007 between the
        Company
        and the claimant.  The Statement of Claim alleges that the Company breached
        the agreement and seeks compensatory damages in the amount of $195,000 plus
        interest, attorneys’ fees and costs.  The Company denies 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 parties have informally agreed to attend
        mediation in order to discuss a potential resolution of the matter. No amounts
        have been accrued for this matter in the accompanying consolidated financial
        statements.





6.  *RACL,
      Inc. 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.




8




The
        Complaint alleges causes of action for breach of contract and rescission
        and
        claims All American breached the agreement with RACL by failing to deliver
        a
        machine that conforms with the specifications requested by RACL, and requests
        damages totaling $138,750. Elite Machine’s Answer is due November 10, 2008.
        Neither party has propounded any discovery in this matter. The Court has
        set a
        Case Management Conference for April 2, 2009. Management intends to aggressively
        defend itself against this claim. No trial date has been set.


**7.**  **Common
      Stock**





During
      the quarter ended September 30, 2008, the Company cancelled 416,689 shares
      of
      common stock previously issued to secure a repaid promissory note.





**8.**  **Related
      Party Transaction**




On
        September 26, 2008, the Company entered into a separation agreement with
        Lawrence Consalvi, the Company’s former Executive Vice President, Director and
        shareholder owning greater than 10% of the outstanding common stock. In
        connection with this agreement, the Company will provide severance payments
        to
        be paid over a nine-month period. The payments consist of Mr. Consalvi’s current
        salary, health insurance and car allowance.
 
 The
        estimated cost of the severance of $234,829 has been recorded in the
        accompanying financial statements during the three months ended September
        30,
        2008. Effective October 1, 2008, the Company and Mr. Consalvi entered into
        an
        Independent Contractor Agreement whereby Mr. Consalvi may act as an independent
        salesman for Gateway. Under this Agreement, Mr. Consalvi will be entitled
        to
        receive commissions for CNC machines sales. The sales are subject to
        pre-approval by the Company.
  **9.**  **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.
 
 Machine
                    Sales
                
                Precision
                    Manufacturing
                
                Corporate
                
                TotalThree
                    Months Ended September 30,
                
                2007
                
                2008
                
                2007
                
                2008
                
                2007
                
                2008
                
                2007
                
                2008Revenues
                
                $
                2,903,435
                
                $
                3,250,906
                
                $
                1,088,198
                
                $
                1,798,141
                
                $
                -
                
                $
                -
                
                $
                3,991,633
                
                $
                5,049,047Income
                    (loss) before taxes
                
                
                76,584
                
                
                (110,544
                )
                
                46,117
                
                
                559,057
                
                
                (458,570
                )
                
                (365,050
                )
                
                (335,870
                )
                
                83,463
 
 Sales
          are
          derived principally from customers located within the United
          States.


**10.**  **Subsequent
      Events**





In
      connection with the close of the Company’s financial statements for the year
      ended June 30, 2008, the Company discovered it paid Lawrence Consalvi for
      certain expenses submitted for reimbursement. Due to the lack of documentation
      surrounding the nature of the expense, Mr. Consalvi agreed to reimburse the
      Company $81,000 or return 400,000 shares of the Company’s common stock. On
      October 6, 2008, Mr. Consalvi returned 400,000 shares of common stock in
      exchange for the cancellation of amounts due to the Company.




9


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





This
        quarterly report on Form 10-Q of Gateway International Holdings, Inc.
        (“Gateway”, “we,” “us” or “Company”) for the three months ended September 30,
        2008, 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.


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”). Sales to this customer
      accounted for 22% and 28% of consolidated sales for the three months ended
      September 30, 2007 and 2008, respectively. 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 14 years and
      we
      believe our relationship is good.




10





**Trends
      Affecting Our Business**




The
        recent tightening of the capital markets may hurt our ability to sell new
        and
        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.
 
 In
        early
        September 2008, Boeing Co.’s (“Boeing”) largest labor union went on strike,
        causing Boeing to immediately halt its production of aircraft. The strike
        was
        settled on November 1, 2008, with workers scheduled to return to work in
        7-10
        days. As a result of the strike, Boeing delivered five commercial aircraft
        in
        October 2008 and 12 in September 2008, down from 36 in both July and August
        2008. Although the strike has ended there is no timetable as to when production
        levels will be restored to pre-strike numbers. The primary components sold
        by
        our Precision Manufacturing segment during the years ended June 30, 2007
        and,
        2008, were parts sold to Panasonic, a leading provider of in-flight
        entertainment systems for commercial aircraft. The Boeing strike may have
        an
        affect on Panasonic’s orders to us, and, therefore, there could have a material
        adverse effect on our business. In addition, the strike may have an impact
        with
        the Machine Tools Group, as many of our customers that buy machines from
        us do
        business with Boeing.
  On
        September 30, 2008, Mr. Lawrence A. Consalvi resigned from his position as
        one
        of our Directors and as an Executive Vice President, as well as from all
        officer
        and director positions he held with our subsidiaries. Mr. Consalvi continues
        to
        work with us selling CNC machines, but as an independent sales agent. If
        Mr.
        Consalvi elected to stop selling machines for us it would have a negative
        impact
        on our business.


**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.





11




*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.




12





**Results
      of Operations for the Three Months Ended September 30, 2007 Compared to the
      Three Months Ended September 30, 2008**





Three
                Months ended September 30,2007
            
            
            2008
            
            
            Change
                ($)
            
            Change
                (%)Sales
                by segmentMachine
                Sales
            
            $
            2,903,435
            
            
            $
            3,250,906
            
            
            $
            347,471
            
            
            12
            %Precision
                Manufacturing
            
            
            1,088,198
            
            
            
            1,798,141
            
            
            
            709,943
            
            
            65
            %3,991,633
            
            
            
            5,049,047
            
            
            
            1,057,414
            
            
            26
            %Gross
                profit by segmentMachine
                Sales
            
            
            523,256
            
            
            
            599,637
            
            
            
            76,381
            
            
            15
            %Precision
                Manufacturing
            
            
            259,063
            
            
            
            886,375
            
            
            
            627,312
            
            
            242
            %782,319
            
            
            
            1,486,012
            
            
            
            703,693
            
            
            90
            %Gross
                margin by segmentMachine
                Sales
            
            
            18
            %
            
            
            18
            %
            
            
            
            
            
            0
            %Precision
                Manufacturing
            
            
            24
            %
            
            
            49
            %
            
            
            
            
            
            25
            %





*Sales*





Sales
      in
      the fiscal 2009 period increased 26% compared to the comparable period in fiscal
      2008. The change is attributable to increases in sales from both the Precision
      Manufacturing and Machine Sales Groups. During the 2009 period, the Precision
      Manufacturing Group experienced higher production activity attributable to
      increases in our average selling price due to higher commodity costs for
      aluminum, titanium and steel passed onto customers. During the comparable fiscal
      2008 period we relocated our manufacturing facility, resulting in a significant
      decrease in production activity, and, subsequently, lower sales.





Sales
      within the Machine Sales Group increased 12% from the comparable 2008 period
      due
      to increased sales volume for both new and used machines.





*Gross
      Margin*





Gross
      profit increased by 90% compared to the comparable period in fiscal 2008. Gross
      margin increased by 9% to 29%. The change resulted from higher gross margins
      from both the Precision Manufacturing and Machine Sales Groups. The increase
      from the Machine Sales Group was attributable to lower refurbishment costs
      for
      used machines while the increase within the Precision Manufacturing Group
      resulted from increased production activity in the 2009 period, partially offset
      by higher rent and facility costs (utilities, maintenance, and insurance)
      related to its relocation of its manufacturing facility to Tustin, California
      from a company-owned facility sold in February 2007.




13





*Selling,
      General & Administrative*




Selling,
        general and administrative costs increased by $253,268 compared to the
        comparable period in fiscal 2008. The changes are due to increases in
        professional services and personnel costs. Professional services decreased
        by
        approximately $45,000 or 16% primarily attributable to lower legal defense
        fees
        and investor relations expenses, partially offset by higher costs associated
        with complying with our periodic reporting obligations as a reporting company
        under the Securities and Exchange Act of 1934, as amended, during the fiscal
        2009 period. Personnel costs increased by $259,329 or 49% due to increases
        in
        headcount within our Machine Sales due to the acquisition of CNC Repos, a
        $52,000 bonus to a former executive officer, and $234,829 in severance-related
        charges.





*Amortization
      of Intangible Assets*





Amortization
      expense for intangible assets increased by $10,446 compared to the comparable
      period in fiscal 2008. The change is attributable to the amortization of
      customer relationship intangible assets acquired in connection with the
      acquisition of CNC Repos, Inc. during the second quarter of fiscal
      2008.





*Interest
      Expense*





Interest
      expense decreased by $11,838 compared to the comparable period in fiscal 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 fiscal 2008 period, we recognized a gain of $34,841 from the sale of assets
      as we sold certain manufacturing equipment within the Precision Manufacturing
      Group.





**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 Joseph
        Gledhill, an executive officer of ours, and Pacific Western Bank. In addition,
        on February 23, 2007, we received net proceeds from the sale of our Precision
        Manufacturing Group’s facility of $1,926,605, of which $641,667 was used to
        repay the balance outstanding on the credit facility secured by the building.
        At
        September 30, 2008, our cash and cash equivalents and working capital increased
        by $820,930 and $150,261, respectively to $1,845,573 and $1,298,176,
        respectively, from the June 30, 2008 amounts.





At
      September 30, 2008, we had $608,111 in debt outstanding under our credit
      agreement with Pacific Western Bank, a decrease of $124,667 from June 30, 2008.
      The credit agreement provides for borrowings of up to $1,500,000 consisting
      of a
      $1,000,000 line of credit and letter of credit and a $500,000 term loan and
      a
      letter of credit. The amount outstanding under the line of credit, term loan
      and
      letter of credit are $247,000, $361,111 and $100,000, respectively. The credit
      agreement is currently secured by substantially all of our assets and personal
      guarantees by two of our executive officers, Joseph Gledhill and Timothy
      Consalvi.





The
      amount available for borrowings under the line of credit is determined on a
      monthly basis based on 80% of eligible accounts receivable, less the amount
      outstanding under the letter of credit, as defined. As of September 30, 2008,
      the amount available for borrowings was $318,718.




14





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 three months ended September
      30:





Provided
                by (used in)
            
            2007
            
            2008
            
            ChangeOperating
                activities
            
            $
            219,762
            
            $
            1,023,544
            
            $
            803,782Investing
                activities
            
            
            (6,493
            )
            
            (2,500
            )
            
            3,993Financing
                activities
            
            
            (121,827
            )
            
            (200,114
            )
            
            (78,287
            )$
            91,442
            
            $
            820,930
            
            $
            729,488





*Operating
      Activities*





Operating
      cash flows during the fiscal 2008 and 2009 fiscal periods 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 $162,475 compared to $99,303 in the 2008 period.





The
      increase in operating assets and liabilities for the 2008 and 2009 periods
      were
      $316,269 and $813,102, respectively. During the 2009 period, the increase was
      primarily attributable to collections of accounts receivable which resulted
      in a
      decrease of $855,606 from the June 30, 2008 balance.





The
      changes in operating assets for the 2008 period were primarily attributable
      a
      $573,431 reduction in accounts receivable. The reduction in accounts receivable
      was primarily attributable to a decline in sales in the 2008 period as a result
      of the relocation of our Precision Manufacturing facility.





*Investing
      Activities*





We
      made
      capital expenditures of $27,908 and $0 during the first three months of the
      fiscal 2008 and 2009 periods, respectively. During the 2008 period, our
      expenditures primarily consisted of equipment employed by our Precision
      Manufacturing Group.





*Financing
      Activities*





During
      the first three months of the fiscal 2008 and 2009 periods, we repaid (net
      of
      borrowings) $121,827 and $200,114, respectively of outstanding debt and capital
      lease obligations. During the 2009 period, we repaid $83,000 on our line of
      credit in the 2009 period, as compared to $5,500 of net borrowings during the
      2008 period.




15





**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
      4T.**  **Controls
      and Procedures** **.**





**Disclosure
      Controls And Procedures**





Under
      the
      supervision and with the participation of our management, including our Chief
      Executive Officer and Chief Financial Officer, we have evaluated the
      effectiveness of our disclosure controls and procedures as of the end of the
      period covered by this report. Based on that evaluation, our Chief Executive
      Officer and Chief Financial Officer have concluded that our disclosure controls
      and procedures were effective as of September 30, 2008 in alerting them in
      a timely manner to material information required to be disclosed by us in the
      reports we file with or submit to the Securities and Exchange Commission under
      the Securities Exchange Act of 1934.





**Changes
      In Internal Control Over Financial Reporting**





There
      has
      been no change in our internal control over financial reporting during the
      first
      quarter of fiscal 2009 that has materially affected, or is reasonably likely
      to
      materially affect, our internal control over financial reporting.





16


**PART
      II - OTHER INFORMATION**





**ITEM
      1.**  **Legal
      Proceedings** **.**





1.  *Leon
      Ruder v. Elite Machine Tool Company* ,
      Superior Court of the State of California, County of Los Angeles, Central
      District, Case No. BC373163. Plaintiff filed this action on June 22,
      2007.


The
        plaintiff claimed that the defendant, our wholly-owned subsidiary, breached
        a
        written contract for the purchase of certain machines and sold such machines
        to
        another party causing the plaintiff economic harm. The plaintiff sought
        compensatory damages in amount of approximately $100,000 and exemplary and
        punitive damages. The defendant filed demurrers to the original Complaint
        and
        the first amended Complaint, both of which were sustained by the Court. This
        case was settled in July 2008 for $15,000, and the lawsuit was
        dismissed.
 
 2.  *August
        Law Group v. Gateway International Holdings, Inc.,* Superior
        Court for the State of California, County of Orange, Case No. 30-2007 00100231.
        Plaintiff filed this action on December 13, 2007.
 
 The
        plaintiff claimed that the defendant breached a written contract and breached
        promissory note by failing to pay plaintiff according to the terms of the
        contract and note. The plaintiff sought $108,954.85, plus interest and
        attorney’s fees. On April 3, 2008, we settled this matter for $115,691.05 for
        all amounts owed, plus any interest and attorney’s fees. A Notice of Dismissal,
        with prejudice, was approved by the Court on April 8, 2008, which approved
        the
        settlement and dismissed the lawsuit with prejudice.





3.  *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.





The
      Complaint, which has causes of action for securities fraud, breach of fiduciary
      duties, fraud and deceit, and rescission, alleges that the defendants
      intentionally misrepresented, or failed to disclose, certain facts regarding
      the
      company prior to the plaintiffs purchasing Gateway International Holdings,
      Inc.
      common stock. The Complaint seeks 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.  A trial date has not yet been
      scheduled.





Management
      believes we have meritorious defenses to the plaintiff’s claims and plan to
      vigorously defend against the lawsuit. However, there can be no assurance as
      to
      the outcome of the lawsuit. Litigation is subject to inherent uncertainties,
      and
      unfavorable rulings could occur. If an unfavorable ruling were to occur, there
      could be a material adverse effect on our financial condition, results of
      operations or liquidity.





4.  *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. On July 1, 2008, we filed an Answer to the Complaint and filed
      a Cross-Complaint against Mori Seiki alleging any defects in the CNC machine
      were manufacturing defects, which are the responsibility of Mori Seiki. We
      are
      currently attempting to serve our Cross-Complaint on Mori Seiki. Discovery
      is
      ongoing. Management believes we have meritorious defenses to plaintiff’s claims
      and plan to vigorously defend against the lawsuit and pursue Mori Seiki for
      any
      damages we incur. However, there can be no assurance as to the outcome of the
      lawsuit.




17




5.  *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 parties have informally agreed to attend mediation in order to discuss
        a
        potential resolution of the matter.
 
 6.  *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 alleges breach of contract for the defendants failing to pay Elite
        Machine for a machine the defendants purchased from Elite Machine, and seeks
        damages totaling $16,238. ARAM Precision Tool and Die filed its Answer and
        Cross-Complaint on October 1, 2008. The Cross-Complaint alleges that Elite
        Machine failed to deliver certain parts of the machine per the sales contract
        and seeks damages totaling $25,000. Plaintiff and Defendant have both served
        and
        discovery, respectively, and are now engaging in the meet and confer process
        to
        resolve any outstanding discovery issues. Elite Machine filed a demurrer
        to
        ARAM’s Cross-Complaint, which was denied. Elite Machine’s Answer is due November
        26, 2008. Management believes the machine was sold to ARAM as represented
        and
        thus ARAM’s claims have no merit and intends to vigorously defend against the
        Cross-Complaint. No trial date has been set.
 
 7.  *RACL,
        Inc. 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 RACL by failing to deliver
        a
        machine that conforms with the specifications requested by RACL, and requests
        damages totaling $138,750. Elite Machine’s Answer is due November 10, 2008.
        Neither party has propounded any discovery in this matter. The Court has
        set a
        Case Management Conference for April 2, 2009. Management intends to aggressively
        defend itself against this claim. No trial date has been set.
 
 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, 2008, as filed with the Commission
      on
      October 1, 2008.





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





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




18





**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** **.**





On
      September 30, 2008, Mr.
      Lawrence A. Consalvi resigned from his positions as one of our Directors and
      as
      our Executive Vice President, as well as from all officer and director positions
      he held with our subsidiaries, effective September 24, 2008. Pursuant to his
      resignation we entered into a Separation Agreement with Mr. Consalvi. Pursuant
      to the Agreement, Mr. Consalvi returned 400,000 shares of our common stock
      to us
      for cancellation in order to repay certain obligations he owed us. The shares
      were cancelled, effective October 6, 2008. Mr. Consalvi continues to work with
      us selling CNC machines as an independent contractor.





**ITEM
      6.**  **Exhibits** **.**





(a)  Exhibits


**Item
                No.**
            
            **Description**


3.1
                (1)
            
            Articles
                of Incorporation of Gateway International Holdings, Inc., a Nevada
                corporation, as amended3.2
                (1)
            
            Bylaws
                of Gateway International 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




19




**Item
                  No.**
              
              **Description**


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, 2008.10.11
            
            Sales
                Agent Agreement by and between Gateway International Holdings, Inc.,
                and
                Mr. Lawrence A. Consalvi dated September 30, 2008 (filed
                herewith).10.12
            
            Loan
                Agreements with Pacific Western Bank dated September 29, 2008 (filed
                herewith).21
                (1)
            
            List
                of Subsidiaries31.1
            
            Rule
                13a-14(a)/15d-14(a) Certification of Timothy D. Consalvi (filed
                herewith).31.2
            
            Rule
                13a-14(a)/15d-14(a) Certification of Steve Kasprisin (filed
                herewith).32.1
            
            Section
                1350 Certification of Timothy D. Consalvi (filed
                herewith).32.2
            
            Section
                1350 Certification of Steve Kasprisin (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.





20


**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.




**Gateway
                International Holdings, Inc.**Dated:
                November 12, 2008
            
            /s/
                Timothy D. ConsalviBy:
            Timothy
                D. ConsalviPresident,
                Chief ExecutiveOfficer
                and a DirectorDated:
                November 12, 2008
            
            /s/
                Stephen KasprisinBy:
            Stephen
                KasprisinChief
                Financial Officer,Secretary
                and a Director





21