UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM 10-QSB



QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934



For the quarterly period ended March 31, 2008



Commission File Number: 333-144228





GATEWAY CERTIFICATIONS, INC.

______________________________________________________

(Exact name of registrant as specified in its charter)







|                        |  |                                     
|----------------------- |  | ------------------------------------
|Nevada                  |  | 20-5548974                          
|                        |  |                                     
|(State of organization) |  | (I.R.S. Employer Identification No.)





250 West 57th Street

Suite 917

New York, New York 10107

________________________________________

(Address of principal executive offices)



(212) 586-6103

_________________________________________________

Registrants telephone number, including area code





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 o



Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.  Yes oNox



As of May 19, 2008, there were 8,343,000 outstanding shares of the registrant's common stock, $.001 par value per share.





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TABLE OF CONTENTS

_________________









PART I - FINANCIAL INFORMATION



ITEM 1.

FINANCIAL STATEMENTS

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

ITEM 3.

CONTROLS AND PROCEDURES





PART II - OTHER INFORMATION



ITEM 1.

LEGAL PROCEEDINGS

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ITEM 5.

OTHER INFORMATION

ITEM 6.

EXHIBITS

SIGNATURES





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PART I  FINANCIAL INFORMATION



ITEM  1.  FINANCIAL STATEMENTS



GATEWAY CERTIFICATIONS, INC.

(A Development Stage Company)

CONDENSED BALANCE SHEETS

(Unaudited)

March 31, 2008 and December 31, 2007



|                                                    |                            |  |                               
|--------------------------------------------------- | -------------------------- |  | ------------------------------
|                                                    | March 31, 2008             |  | December 31, 2007             
|                                                    | (Unaudited)                |  |                               
|ASSETS                                              |                            |  |                               
|                                                    |                            |  |                               
|Current assets                                      |                            |  |                               
|Cash                                                | $                  12,941  |  | $                  18,019     
|Total current assets                                | 12,941                     |  | 18,019                        
|                                                    |                            |  |                               
|Equipment,net of accumulated depreciation           | 1,287                      |  | 1,383                         
|of $608 and $512, respectively                      |                            |  |                               
|                                                    | $                  14,228  |  | $                  19,402     
|Total assets                                        |                            |  |                               
|                                                    |                            |  |                               
|LIABILITIES AND STOCKHOLDERS' EQUITY                |                            |  |                               
|                                                    |                            |  |                               
|Current liabilities                                 |                            |  |                               
|Unearned revenue                                    | $                    2,000 |  | $                            -
|Franchise tax payable                               | -                          |  | 450                           
|Rent payable                                        | 1,193                      |  | -                             
|Commission payable                                  | 750                        |  | 450                           
|Professional fees payable                           | 4,500                      |  | 3,085                         
|Total current liabilities                           | 8,443                      |  | 3,985                         
|                                                    |                            |  |                               
|Stockholders' equity                                |                            |  |                               
|Common stock $.001 par value, 50,000,000 shares     |                            |  |                               
|authorized, 8,343,000 shares issued and outstanding | 8,343                      |  | 8,343                         



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|                                                 |                           |  |                          
|------------------------------------------------ | ------------------------- |  | -------------------------
|Additional paid in capital                       | 41,507                    |  | 41,507                   
|Deficit accumulated during the development stage | (44,065)                  |  | (34,433)                 
|Total stockholders' equity                       | 5,785                     |  | 15,417                   
|                                                 |                           |  |                          
|Total liabilities and stockholders' equity       | $                  14,228 |  | $                  19,402



































































































See accompanying notes to condensed financial statements



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GATEWAY CERTIFICATIONS, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

Three months ended March 31, 2008 and March 31, 2007



|                                          |                   |  |                           |  |                                     
|----------------------------------------- | ----------------- |  | ------------------------- |  | ------------------------------------
|                                          | Three Months      |  | Cumulative From Inception
|                                          | Ended             |  | (August 30, 2006)  to    
|                                          | March 31,         |  | March 31,                
|                                          | 2008              |  | 2007                      |  | 2008                                
|Revenue                                   |                   |  |                           |  |                                     
|Consulting income                         | $           1,000 |  | $         2,000           |  | $                              4,500
|Commission expense                        | 300               |  |                           |  | 750                                 
|Net revenue                               | 700               |  | 2,000                     |  | 3,750                               
|                                          |                   |  |                           |  |                                     
|General and administrative expenses       |                   |  |                           |  |                                     
|Organization costs                        | -                 |  | -                         |  | 752                                 
|Advertising and promotion                 | 820               |  | -                         |  | 1,910                               
|Computer and internet expense             | 322               |  | -                         |  | 1,693                               
|Depreciation expense                      | 96                |  | 96                        |  | 608                                 
|Filing fees, dues and subscriptions       | 444               |  | -                         |  | 5,486                               
|Legal fees                                | -                 |  | -                         |  | 1,000                               
|Outside services                          | -                 |  | -                         |  | 1,200                               
|Office expense                            | 152               |  | 1,800                     |  | 3,650                               
|Rent expense                              | 3,580             |  | -                         |  | 15,141                              
|Telephone expense                         | 331               |  | -                         |  | 1,657                               
|Professional fees                         | 4,500             |  | -                         |  | 14,795                              
|Other expense                             | 87                |  | -                         |  | 300                                 
|Franchise taxes                           | -                 |  | -                         |  | 900                                 
|Total general and administrative expenses | 10,332            |  | 1,896                     |  | 49,092                              
|                                          |                   |  |                           |  |                                     
|Income/(loss) from operations             | (9,632)           |  | 104                       |  | (45,342)                            



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|                                       |                    |  |                   |  |                                     
|-------------------------------------- | ------------------ |  | ----------------- |  | ------------------------------------
|Other income/(expense)                 |                    |  |                   |  |                                     
|Miscellaneous income                   | -                  |  | -                 |  | 1,523                               
|Interest expense                       | -                  |  | -                 |  | (246)                               
|Total other income/(expense)           | -                  |  | -                 |  | 1,277                               
|                                       |                    |  |                   |  |                                     
|Net income/(loss) before income taxes  | (9,632)            |  | 104               |  | (44,065)                            
|                                       |                    |  |                   |  |                                     
|Federal income tax expense             | -                  |  | 36                |  | -                                   
|                                       |                    |  |                   |  |                                     
|Net income/(loss) from operations      | $          (9,632) |  | $              68 |  | $                           (44,065)
|                                       |                    |  |                   |  |                                     
|Net loss per common shares outstanding | $        (0.0012)  |  | $        0.0000   |  |                                     
|                                       |                    |  |                   |  |                                     
|Weighted average shares outstanding:   |                    |  |                   |  |                                     
|Basic and diluted                      | 8,343,000          |  | 7,954,124         |  |                                     



















































See accompanying notes to condensed financial statements







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GATEWAY CERTIFICATIONS, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

Three months ended March 31, 2008 and March 31, 2007



|                                                  |              |  |                           |  |                                                  
|------------------------------------------------- | ------------ |  | ------------------------- |  | -------------------------------------------------
|                                                  | Three Months |  | Cumulative From Inception
|                                                  | Ended        |  | (August 30, 2006)  to    
|                                                  | March 31,    |  | March 31,                
|Cash flows from operating activities              | 2008         |  | 2007                      |  | 2008                                             
|Net income/(loss) from operations                 | $   (9,632)  |  | $          68             |  | $                                        (44,065)
|Adjustments to reconcile net income/(loss) to net |              |  |                           |  |                                                  
|cash used in operating activities                 |              |  |                           |  |                                                  
|Depreciation                                      | 96           |  | 96                        |  | 608                                              
|Outside services in exchange for common stock     | -            |  | -                         |  | 1,200                                            
|Increase in other receivable                      | -            |  | (165)                     |  | -                                                
|Increase/(decrease) in:                           |              |  |                           |  |                                                  
|Unearned revenue                                  | 2,000        |  | (2,000)                   |  | 2,000                                            
|Income tax payable                                | -            |  | 36                        |  | -                                                
|Franchise tax payable                             | (450)        |  | -                         |  | -                                                
|Rent payable                                      | 1,193        |  | -                         |  | 1,193                                            
|Commission payable                                | 300          |  | -                         |  | 750                                              
|Professional fees payable                         | 1,415        |  | -                         |  | 4,500                                            
|Net cash used in operating activities             | (5,078)      |  | (1,965)                   |  | (33,814)                                         
|                                                  |              |  |                           |  |                                                  
|Cash flows from financing activities              |              |  |                           |  |                                                  
|Proceeds from issuance of common stock            | -            |  | 36,700                    |  | 46,755                                           
|                                                  |              |  |                           |  |                                                  
|Net increase/(decrease) in cash                   | (5,078)      |  | 34,735                    |  | 12,941                                           
|                                                  |              |  |                           |  |                                                  
|Cash, beginning of period                         | 18,019       |  | 3,390                     |  | -                                                
|                                                  |              |  |                           |  |                                                  
|Cash, end of period                               | 12,941       |  | 38,125                    |  | 12,941                                           
|                                                  |              |  |                           |  |                                                  
|                                                  |              | 



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|                                                                                                                                                                                                                                                                          |                              |                                                |      |  |     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------- | ---------------------------------------------- | ---- |  | ----
|                                                                                                                                                                                                                                                                          | Three Months
Ended
March 31, |                                                |     
|                                                                                                                                                                                                                                                                          |                              | Cumulative from
Inception (August 30, 2006) to
|                                                                                                                                                                                                                                                                          |                              | March 31,                                     
|                                                                                                                                                                                                                                                                          | 2007                         |                                                | 2008 |  | 2008
|                                                                                                                                                                                                                                                                         
|Supplemental disclosure of Cash Flows information cash paid for:                                                                                                                                                                                                         
|Income taxes                                                                                                                                                                                                                                                              | -                            |                                                | -    |  | 0   
|Interest                                                                                                                                                                                                                                                                  | -                            |                                                | -    |  | 246 
|                                                                                                                                                                                                                                                                          |                              |                                               
|Supplemental disclosure of non-cash investing and financing activities:                                                                                                                                                                                                   |                              |                                               
|During the period ended December 31, 2006, equipment with a value of $1,895 was contributed to the Company in exchange for common stock.  This contribution and related issuance of common stock has been excluded from the condensed statements of cash flows presented.



































































See accompanying notes to condensed financial statements







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GATEWAY CERTIFICATIONS, INC.

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

March 31, 2008





1.

Basis of Presentation



The accompanying unaudited interim condensed financial statements of Gateway Certifications, Inc. and the information for Form 10-QSB have been prepared in accordance with the rules of the Securities and Exchange Commission, and do not include all of the information and note disclosures required by generally accepted accounting principles, and should be read in conjunction with the audited financial statements and notes thereto also contained in Gateway Certifications, Inc. Form 10-KSB/A.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financials statements as reported in Form 10-KSB/A have been omitted.





2.

Common Stock



On April 22, 2008, Gateway Certifications, Inc.s common stock was cleared for quotation on the OTC Bulletin Board and Pink Sheets. Our trading symbol is GWYC.OB.



3.

Basic and Diluted Net (Loss) Per Share



The basic net (loss) per common share is computed by dividing the net (loss) by the weighted average number of common shares outstanding.  Diluted net (loss) per common share is computed by dividing the net (loss) adjusted on an as if converted basis, by the weighted average number of common shares outstanding plus potential dilutive securities.































































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ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION



The following discussion should be read in conjunction with our unaudited financial statements and the notes thereto.



Forward-Looking Statements



This quarterly report contains forward-looking statements and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. When used in this report, the words "believe," "anticipate," "expect," "estimate," intend, plan and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. These statements reflect management's current view of us concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others: a general economic downturn; a downturn in the securities markets; federal or state laws or regulations having an adverse effect on proposed transactions that we desire to effect; Securities and Exchange Commission regulations which affect trading in the securities of "penny stocks,"; and other risks and uncertainties. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this report as anticipated, estimated or expected. The accompanying information contained in this report on Form 10-QSB, including, without limitation, the information set forth under the heading Managements Discussion and Analysis or Plan of Operation -- Risk Factors" identifies important additional factors that could materially adversely affect actual results and performance. You are urged to carefully consider these factors. All forward-looking statements attributable to us are expressly qualified in their entirety by the foregoing cautionary statement.



Overview and Plan of Operation



A brief history and recent developments



Gateway Certifications, Inc. (Gateway or the Company) was incorporated on August 30, 2006 and became a reporting public company in July 2007. We are headquartered in New York City. Our principal executive offices are located at 250 West 57th Street, Suite 917, New York, NY 10107, and our telephone number is (212) 586-6103. Our website address is www.gcertifications.com.



In company with federal agencies and private organizations, Gateway recognizes the historical lack of access that women, minorities and other qualifying individuals have had to the resources needed to develop their small businesses.



How we generate revenue



The Company was formed to provide certification services to women-owned, minority-owned and other qualified businesses  (collectively referred to as Minority Businesses) that seek Minority Business Enterprises certification (MBE), Womens Business Enterprise certification (WBE), Disadvantaged Business Enterprise (DBE) certification, 8(a) and or SDB designation and various State, City and private sector certifications (collectively referred to as Certifications Programs).



Once successfully certified in one or more Certification Programs, the Company then assists Minority Businesses to leverage and utilize their certification status to procure and secure business relationships and available opportunities for the delivery or provision of their goods and/or services to public and private corporations, federal, state and local agencies. We connect Minority Businesses with opportunities based on their business, capacity, expertise and strategic goals.



Although federal, state, city and local government agencies and public and private corporations do not and can not guarantee any specific amount of business a certified Minority Business, once certified, Minority Businesses achieve preferential access to bid for contracts for goods or services that are related to their respective business concerns.



Results of Operations for the Three Months Ended March 31, 2008 Compared to the Three Months Ended March 31, 2007



Our certification and supplier diversity consulting income during the three months ended March 31, 2008 resulted in revenues of $1,000 as compared to the three months ended March 31, 2007 where we had $2,000 in revenues. This was a decrease of $1,000, or 50%. The decrease in certification and supplier diversity consulting income was due to the fact that we were not successful in converting our pipeline of certification and supplier diversity consulting into contracts for the period.





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General and administrative expenses for the three months ended March 31, 2008 were $10,332.  This was an increase of $8,436, or 445%, as compared to general and administrative expenses of $1,896 for the three months ended March 31, 2007.  During the three months ended March 31, 2008, we incurred significant professional services fees in the amount of $4,500, filing fees, dues and subscription costs of $444, advertising and promotional expenses of $820, computer and internet expenses of $322, rent expenses of $3,580, office expenses of $152, telephone expenses of $331, depreciation expenses of $96, and other miscellaneous operating expenses amounting to $87.



Depreciation expense for the three months ended March 31, 2008 was $96.  This is an increase of $0, or 0%, as compared to depreciation expense of $96 for the three months ended March 31, 2007.



We had net loss of $9,632 (or basic and diluted loss per share of $0.0012) for the three months ended March 31, 2008, as compared to net income of $68 (or basic and diluted loss per share of $0.0000) for the three months ended March 31, 2007.  The increase in net loss was primarily due to the increase in general and administrative expenses, discussed above, that arose from an increase in operating activities and expenses associated with our registration statement filed on Form SB-2.



Liquidity and Capital Resources



We had total assets of $14,428 as of March 31, 2008. This consisted of total current assets of $12,941, a decrease of $5,078, or 29%, as compared to current assets of $18,019 for the year ended December 31, 2007. Other assets as of March 31, 2008 included property and equipment of $1,287 net of $608 of accumulated depreciation. Based on the amount of cash on our balance sheet and our anticipated revenues, we believe that we have sufficient funds to operate beyond the next quarter without further financing.



We had working capital of $5,785 as of March 31, 2008.



We had total liabilities of $8,443 as of March 31, 2008, which consisted solely of current liabilities. This was an increase of $4,458, or 112%, as compared to total liabilities of $3,985 for the period ended December 31, 2007.



We had an accumulated deficit of $44,065 as of March 31, 2008. This was an increase of $9,632, or 28%, as compared to an accumulated deficit of $34,433 for the period ended December 31, 2007.



We had net cash used in operating activities of $5,078 for the three months ended March 31, 2008, which consisted of net loss of $9,632, depreciation of $96, unearned revenue of $2,000, franchise taxes payable of $450, rent payable of $1,193, commission payable of $300, and professional fees payable of $1,415. The net cash used in operating activities of $5,078 for the three months ended March 31, 2008 represented an increase of $3,113, or 160%, as compared to net cash used in operating activities of $1,965 for the three months ended March 31, 2007.



We had $0 in net cash provided by financing activities for the three months ended March 31, 2008, as compared to $36,700 for the three months ended March 31, 2007, which consisted solely of proceeds from sale of common stock.



We have no specific commitments for any future capital expenditures.  However, we will continue to incur normal operating expenses and routine fees and expenses incident to our reporting duties as a public company. Our cash requirements for the next twelve months are relatively modest, principally rent and other office expense and accounting expenses and other expenses relating to making filings required under the Securities Exchange Act of 1934 (the "Exchange Act").



We will only be able to pay our future debts and meet operating expenses by conducting profitable operations or otherwise generating positive cash flow. As a practical matter, we are unlikely to generate positive cash flow by any means other than successful and profitable operations.  Management and the shareholders are not obligated to provide any further funding. Any of our shareholders and management members who advance money to us to cover operating expenses will expect to be reimbursed. We have no intention of borrowing money to reimburse or pay salaries to any of our officers, directors or shareholders or their affiliates. Other than as presented in our registration statement on Form SB-2, there currently are no plans to sell additional securities to raise capital, although sales of securities may be necessary to obtain needed funds.















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Should the Company lack available funding, severe consequences could occur, including among others:



·

failure to make timely filings with the SEC as required by the Exchange Act, which also probably would result in suspension of trading or quotation in our stock and could result in fines and penalties to us under the Exchange Act;



·

curtailing or eliminating our ability to continue operations; or



·

inability to pay legal and accounting fees and other operating expenses.





Off-Balance Sheet Arrangements



We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.



Risk Factors That May Affect Future Operating Results



You should carefully consider the risks described below before making an investment decision. The risks and uncertainties described below are not the only ones facing our Company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of the following risks actually occur, our business, financial condition, or results of operations could be materially adversely affected. In such case, the trading price of our common stock could decline and you could lose all or part of your investment. You should also refer to the other information about us contained in this Form 10-QSB and in the Companys registration statement on Form SB-2, including our financial statements and related notes.





RISK FACTORS



Investment in our securities involves a high degree of risk. You should consider the following discussion of risks as well as other information in this prospectus before investing in our common stock. The risks and uncertainties described below, while inclusive of all risks we believe to be material at this time, may not be the only ones. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations in the future. If any of the following risks actually occur, our business could be harmed. In such case, the value of our common stock could decline, and you may lose all or part of your investment.



Uncertainty exists as to whether our Company will have adequate capital to execute the plan of business operations over the next 12 months thereby making an investment in our Company speculative.



We require additional capital to market, brand and provide our certification and supplier diversity consulting (SDC) services until sufficient revenues can be generated for us to be self-sustaining. Our management projects that it will require operational income in the minimum amount of $15,000 over the next 12 months to allocate towards the marketing and advertising of our services.  In the event that we are unable to generate this amount through operational activities, or raise a minimum of $15,000, before all of the funds now held by us and obtained by us are expended, an investment made in our Company may become worthless.



We have been subject to a going concern opinion from our independent auditors.



While we had positive working capital of $5,785 as of March 31, 2008, we had an accumulated deficit of $44,065 incurred  through  March 31, 2008 and recorded a loss from operations of $9,632 for the three months ended March 31, 2008.  Because our auditors issued a going concern opinion pursuant to our Form 10-KSB filed on March 31, 2008, there is substantial uncertainty we will continue operations in which case you could lose your investment.  The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business. As such we may have to cease operations and investors could lose their entire investment.











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If we were to lose the services of Mr. Williams or Mr. Sarfoh we may not be able to execute our business strategy.



Our future success depends in large part upon the continued service of our CEO, President, Chief Financial Officer, Principal Financial and Accounting Officer and Director, Lawrence Williams, Jr. and upon the continued service of our Secretary and Director, Kwajo Sarfoh.  We have not entered into an employment agreement with Mr. Sarfoh, and, as a result, Mr. Sarfoh could become unwilling or unable to continue to serve us.  The loss of Mr. Sarfoh could seriously harm our business and require us to seek replacements who may have less experience or who may not understand our business as well, or we may not be able to find a suitable replacement.



Our executive officers and majority stockholders may significantly influence matters to be voted on and their interests may differ from, or be adverse to, the interests of our other stockholders.



The Companys executive officers and directors, consisting of Mr. Williams and Mr. Sarfoh,currently control approximately 67.0 % of our outstanding common stock prior to this Offering.  Accordingly, the Companys executive officers possess significant influence over the Company on matters submitted to the stockholders for approval. This amount of control by our executive officers gives them substantial ability to determine the future of our Company, and as such, they may elect to close the business, change the business plan or make any number of other major business decisions without the approval of shareholders. The interest of our majority stockholders may differ from the interests of our other stockholders and could therefore result in corporate decisions that are adverse to other stockholders.



We rely on highly skilled personnel and, if we are unable to attract, hire and retain qualified personnel we may not be able to grow our business.



Because of the technical nature of our certification services and the market in which we compete, our performance is largely dependent on the talents and efforts of highly skilled individuals that are able to understand and effectively interpret and apply the myriad of rules and regulations surrounding private and public sector certification requirements and processes for the various Certification Programs. Our future growth and success depends on our ability to identify, hire, develop, motivate and retain highly skilled personnel that can efficiently guide a client applicant through the certification processes. Our ability to compete effectively will depend on our ability to obtain and attract employees.  If we do not succeed in obtaining and attracting qualified personnel, we may be unable to grow effectively. In addition, qualified personnel will generally require training at the outset, which requires significant resources and management attention. Even if we invest significant resources to recruit, train and retain qualified personnel, we may not be successful in our efforts.



Because our present officers and directors have only limited experience in providing certification and SDC services, we may need to attract, hire and retain personnel with certification experience in order to be competitive.



Although our officers have attended several seminars, conferences and trainings related to certifying companies, our officers have limited experience in certifying and providing SDC services to qualified Minority Businesses.  Accordingly, neither Mr. Williams nor Mr. Sarfoh has had any significant experience in providing certification or SDC services. If we do not generate revenues we will not be able to hire an individual with certification experience until such time, if any, as we generate profits. Accordingly, there can be no assurance that we will be able to hire any experienced personnel.  If we are unable to attract and retain qualified personnel with certification experience we may be at a competitive disadvantage.



We cannot assure you that we will be able to achieve or manage growth.  If we are unable to achieve or manage our growth, our business could be adversely affected.



We could experience growth over a short period of time, which could put a significant strain on our managerial, operational and financial resources.  We must implement and constantly improve our operational and certification processes and hire, train and manage qualified personnel to manage such growth. We have limited resources and may be unable to manage our growth. Our business strategy is based on the assumption that our customer base, geographic coverage and service offerings will increase. If this occurs it will place a significant strain on our managerial, operational, and financial resources.  Our development has placed, and will continue to place a strain on our managerial, operational, and financial resources.  If we fail to develop and maintain our services and processes as we experience our anticipated growth, demand for our services and our revenues could decrease.









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The Companys dependence on limited service offerings could have a material adverse effect on the Company's business, results of operations and financial condition.



We plan to derive substantially all of our revenues from providing certification services to women, minority and other qualified small businesses in the Certification programs and by providing supplier diversity consulting services whereby we will locate and provide successfully certified companies with available contract opportunities offered by the various government and private sector certification programs.  We expect that these services will account for all of our revenues for the foreseeable future. A decline in demand for these services as a result of competition, a change in government regulations, and a change in public policy concerning certification programs or any other reason would have a material adverse effect on our business, results of operations and financial condition.



We plan to implement an advertising or marketing program and if we fail to attract customers to use our services, we will not be able to generate revenues which could significantly affect our business, financial condition and results of operations.



We plan to market and advertise our services directly to senior executives of women, minority and other qualified small businesses. In the next twelve months of operations, the Companys primary marketing efforts will center on creating an online presence through its website, search engine optimization, direct mailings targeted to minority owned businesses.  We believe that building awareness of our certification service offerings is critical to generating our client base. Even if we are able to implement our complete advertising and marketing plan in the next twelve months, we cannot assure you that we will be successful in obtaining customers.  If we fail to attract customers to use our services, we will be unable to generate revenues, which could significantly affect our business, financial condition and results of operations.



If we do not successfully establish and maintain our company as a highly trusted and respected name for women and minority owned business certification and supplier diversity consulting services, we could sustain loss of revenues, which could significantly affect our business, financial condition and results of operations.



In order to attract, obtain and retain clients and business, we must establish, maintain and strengthen our name and the services we provide. In order to be successful in establishing our reputation, clients must perceive us as a trusted source for quality services that positively impacts their growth initiatives and bottom line. If we are unable to attract and retain clients, we may not be able to successfully establish our name and reputation, which could significantly affect our business, financial condition and results of operations.



If we fail to perform effectively on project engagements, our reputation, and therefore our business could be harmed.



We believe that many of our engagements will come from existing clients or referrals from existing clients. Therefore, our growth is dependent on our reputation and on client satisfaction. The failure to perform services that meet a client's expectations may damage our reputation and harm our ability to attract new business. Damage to our reputation arising from client dissatisfaction could significantly affect our business, financial condition and results of operations.



If we fail to develop long-term relationships with clients, our success would be jeopardized.



We anticipate that a majority of our business will be derived from repeat clients for our SDC services. Our future success depends to a significant extent on our ability to develop long-term relationships with successfully certified women, minority and other qualified businesses that will provide new and repeat business. Our inability to build long-term client relations or our inability to locate and provide certified companies with available contract opportunities for new or existing clients could result in a loss of future business which would harm our financial condition and results of operations.



We have a limited number of clients and we are therefore subject to risks associated by having a substantial concentration of business with certain individual clients.



Until the Company develops a client base comprising a diversity of clients and is not dependent on individual or a small number of clients for the substantial part of its business, the Company is subject to the risk that the loss of any individual client or group of clients will materially affect the ability of the business to develop sufficient cash flow to fund its operating expenses.  In that event, the Company may be forced to cease or substantially cut back its marketing and operations and investors may lose their entire investment or they may be substantially diluted by the need to access additional capital.









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We face unpredictable marketing and engagement cycles in the delivery of our certification and SDC services which could affect our ability to deliver services on a timely basis or within anticipated budgets.



The Company plans to offer a majority of its services primarily through ongoing client relationships. There can be no assurance that the significant non-billable time and resources invested in building client relationships will result in new or additional contracts from existing clients. As part of building such relationships, it is estimated that the Company will typically expend substantial time and resources identifying strategic or business issues and objectives, gathering information, preparing engagement proposals and negotiating contracts. Any failure by the Company to procure an engagement after expending significant non-billable time and resources on marketing efforts could have a material adverse effect on the Company's results as well as its business, financial condition and results of operations.



The length of time required to complete a clients certification application may depend on many factors outside the control of the Company, including the state of the clients' company records, changes or the anticipation of changes in the regulatory environment affecting statutes, regulations and procedures governing certification associations, agencies and private sector organizations in general, budgetary constraints and the client's ability to commit the personnel and other resources necessary to complete elements of the certification process for which the client is responsible. The failure of the Company to deliver its services on a timely basis or within anticipated budgets could have a material adverse effect on the Company's business, financial condition and results of operations.



Our profitability could suffer if we are not able to maintain favorable pricing rates.



Our profit margin, and therefore our profitability, is dependent on the rates we are able to recover for our services. If we are not able to maintain favorable pricing for our services, our profit margin and our profitability could suffer. The rates we are able to recover for our services are affected by a number of factors, including:



·

our clients perceptions of our ability to add value through our services;

·

competition;

·

our competitors pricing policies;

·

our ability to accurately estimate, attain and sustain contract revenues, margins and cash flows over increasingly longer contract periods; and

·

general economic and political conditions.



If our pricing structures do not accurately anticipate the cost and complexity of performing our work, then our contracts could be unprofitable.



We will negotiate pricing terms with our clients utilizing a range of pricing structures and conditions. Depending on the particular contract, these include fixed-price pricing, percentage of contract pricing and contracts with features of both of these pricing models. If we do not accurately estimate the costs and timing for completing projects, our contracts could prove unprofitable for us or yield lower profit margins than anticipated. There is a risk that we will under price our contracts or fail to accurately estimate the costs of performing the work. In particular, any increased or unexpected costs, delays or failures to achieve anticipated cost savings in connection with the performance of this work, including delays caused by factors outside our control, could make these contracts less profitable or unprofitable, which would have an adverse effect on our profit margin.



Many of our contracts utilize performance pricing that links some of our fees to the attainment of various performance or business targets. This could increase the variability of our revenues and margins.



We estimate that a majority of our contracts will include incentives related to benefits produced as a result of certification. These contracts will provide that payment of all or a portion of our fees is contingent upon our clients meeting revenue-enhancement or other contractually defined goals that are dependent in some measure on our clients actual levels of business activity. These provisions could increase the variability in revenues and margins earned on those contracts.



Demand for our services is dependent on several factors, many of which are outside of our control and could cause us to experience fluctuations in our financial results.



We believe that demand for our services is dependent upon several factors, most notably the following:



·

growth in women, minority and other qualified businesses;

·

growth in supplier diversity programs;



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·

corporate outsourcing;

·

government outsourcing;

·

diversity purchasing;

·

the timing and customer acceptance;

·

service enhancements;

·

our promotions and those of our competitors;

·

service complaints; and

·

overall changes in economic conditions.



Many of these factors are outside of our control.  These factors, either individually or in the aggregate, may have a materially adverse affect on the demand for our services which could significantly affect our business, financial condition and results of operations.



The timing of sales could significantly affect our results of operations. Our operating expenses are not based on any anticipated revenue levels in the short term, and are expected to increase in the short term, particularly due to our efforts to become a publicly traded company in the U.S.  As a result, our financial results could be materially adversely affected. Financial results in the future may be influenced by the factors (discussed above) which effect the demand for our services. Accordingly, there may be significant variations in our financial results.



We face competition in the provision of certification and SDC services that could adversely affect our revenues. These competitive pressures could reduce the volume of sales and significantly harm our business, results of operations and financial condition.



Providing professional certification and SDC services to Minority Businesses is a highly competitive business.  The market for professional certification services to Minority Businesses is intensely competitive, highly fragmented and subject to rapid change.



Our Companys certification and SDC services competes with (i) law firms, (ii) independent firms which offer one or more of the services offered by the Company, (iii) smaller firms that have created a specialized niche in the marketplace, (iv) start-up companies entering the market and (v) federal and state government agencies and associations which offer one or more of the services offered by the Company.  Many of the Companys competitors are larger and have greater financial resources. Many of these companies have a national presence and may have greater personnel, financial, technical and marketing resources.



We also believe our ability to compete depends on a number of factors outside of our control, including:



·

the prices at which others offer competitive services, including aggressive price competition and discounting on individual engagements;

·

the ability of our competitors to undertake more extensive marketing campaigns than we can;

·

the extent, if any, to which our competitors develop proprietary tools that improve their ability to compete with us;

·

the ability of qualified companies to perform the services themselves; and

·

the extent of our competitors' responsiveness to customer needs.



In order to be competitive, we must have the ability to respond promptly and efficiently to the ever-changing marketplace.  We must establish our name as a reliable and constant source for professional certification and SDC services. Any significant increase in competitors or competitors with better, more efficient services could make it more difficult for us to gain market share or generate revenues. We may not be able to compete effectively on these or other factors.





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We will incur increased costs as a result of our becoming a publicly reporting company.



We are a publicly reporting company in the U.S. As a public company, we incur legal, accounting and other expenses that we did not incur as a private company. We incur costs associated with our public company reporting requirements. We also incur costs associated with recently adopted corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002, as well as new rules implemented by the SEC and the National Association of Securities Dealers (the NASD). We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We also expect these new rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, if we can obtain such insurance at all.  We may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar liability coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.



ITEM 3.  CONTROLS AND PROCEDURES



Within 90 days of the filing of this Form 10−QSB, an evaluation was carried out by Lawrence Williams, Jr., our President, CEO, CFO, PAO and Director of the effectiveness of our disclosure controls and procedures

as of the end of the period covered by this report on Form 10-QSB.

 Disclosure controls and procedures are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Form 10-QSB, is recorded, processed, summarized and reported

,

 within the time period specified in the Securities and Exchange Commission's rules and forms

, and that such information is accumulated and is communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

 Based on that evaluation, Mr. Williams concluded that as of March 31, 2008, and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed, our disclosure controls and procedures were effective to satisfy the objectives for which they are intended.



Changes in Internal Control Over Financial Reporting



There were no changes in the Companys internal control over financial reporting that occurred during the most recent quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting for that period.









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PART II - OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS



There are no legal proceedings which are pending or have been threatened against us or any of our officers, directors or control persons of which management is aware.



ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES



Except as may have previously been disclosed on our registration statement on Form SB-2, a current report on Form 8-K or a quarterly report on Form 10-QSB, we have not sold any of our securities in a private placement transaction or otherwise during the past three years.



ITEM 3.  DEFAULTS UPON SENIOR SECURITIES



Not applicable.



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



No matters were submitted to a vote or for the written consent of security shareholders, through the solicitation of proxies or otherwise, during the three-months ended March 31, 2008 and no meeting of shareholders was held.



ITEM 5.  OTHER INFORMATION



Not applicable.



ITEM 6.  EXHIBITS



|            |  |                                                                                                                                                                                                 
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                     
|            |  |                                                                                                                                                                                                 
|31.1*       |  | Certification of Principal Executive Officer and Principal Financial Officer filed pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.                                                   
|            |  |                                                                                                                                                                                                 
|32.1*       |  | Certification of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



*Filed herein.





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SIGNATURES



In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



|                   |                                                      |                           
|------------------ | ---------------------------------------------------- | --------------------------
|                   |                                                      |                           
|                   | GATEWAY CERTIFICATIONS, INC.                        
|                   |                                                      |                           
|Date: May 19, 2008 | By:                                                  | /s/ Lawrence Williams, Jr.
|                   | Lawrence Williams, Jr.                              
|                   | (Authorized Officer and Principal Executive Officer)