SUIC Worldwide Holdings Ltd. - Quarter Report: 2008 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2008

GATEWAY CERTIFICATIONS, INC.

Commission File Number: 333-144228

 35 Meadow Street

Suite 308

Brooklyn, NY 11206

________________________________________

(Address of principal executive offices)

(718) 336-3922

_________________________________________________

Registrant’s telephone number, including area code

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 [  ]

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

Yes [  ]    No [X]

As of November 13, 2008, there were 8,343,000 outstanding shares of the registrant's common stock, $.001 par value per share.

TABLE OF CONTENTS

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PART I - FINANCIAL INFORMATION

ITEM 1.       

FINANCIAL STATEMENTS

ITEM 2.       

MANAGEMENT'S DISCUSSION AND ANALYYSIS OR PLAN OF OPERATIONS

ITEM 3.       

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 4.      

CONTROLS AND PROCEDURES

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

ITEM 1A.

RISK FACTORS

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

PART I – FINANCIAL INFORMATION

ITEM  1.  FINANCIAL STATEMENTS

GATEWAY CERTIFICATIONS, INC.

(A Development Stage Company)

CONDENSED BALANCE SHEETS

(Unaudited)

See accompanying notes to condensed financial statements

GATEWAY CERTIFICATIONS, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

See accompanying notes to condensed financial statements

GATEWAY CERTIFICATIONS, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

See accompanying notes to condensed financial statements

GATEWAY CERTIFICATIONS, INC.

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

September 30, 2008

1.

Basis of Presentation

The accompanying unaudited interim condensed financial statements of Gateway Certifications, Inc. and the information for Form 10-Q 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.

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.

3.

Shareholder Loans Payable

On June 19, 2008, the Company and Lawrence Williams, Jr., an officer of the Company, entered into an unsecured promissory note for the amount of $1,000 loaned by Mr. Williams to the Company (“Williams Loan”). Interest shall accrue on the principal amount of this note at a rate of eight percent (8%) per annum. The Company shall pay the Williams Loan in twelve (12) quarterly installments of approximately $83 payable each on the last day of each quarter with the first such installment on December 31, 2008 until the principal and interest have been paid in full.  The outstanding principal and accrued interest on Williams Loan is due June 30, 2013.

On July 23, 2008, the Company and Kwajo Sarfoh., secretary of the Company, entered into an unsecured promissory note for the amount of $1,000 loaned by Mr. Sarfoh to the Company (“Sarfoh Loan”). Interest shall accrue on the principal amount of this note at a rate of eight percent (8%) per annum. The Company shall pay the Sarfoh Loan in twelve (12) quarterly installments of approximately $83 payable each on the last day of each quarter with the first such installment on December 31, 2008 until the principal and interest have been paid in full.  The outstanding principal and accrued interest on Sarfoh Loan is due July 30, 2013.

4.

Shareholder Demand Note Payable

On July 29, 2008, Kwajo Sarfoh., secretary of the Company, loaned the Company $500 (“Sarfoh Demand Loan”). Interest shall accrue on the principal amount of the note at a rate of eight percent (8%) per annum. The Company shall pay the Sarfoh Demand Loan with accrued interest on demand, but no later than July 29, 2013.

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-Q, including, without limitation, the information set forth under the heading “Management’s Discussion and Analysis or Plan of Operation" 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 Brooklyn. Our principal executive offices are located at 35 Meadow Street, Brooklyn, NY 11206, and our telephone number is (718) 336-3922. 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 to 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 Nine Months Ended September 30, 2008 Compared to the Nine Months Ended September 30, 2007

Our certification and supplier diversity consulting income during the nine months ended September 30, 2008 resulted in net revenues of $1,750 as compared to the nine months ended September 30, 2007 where we had $3,523 in net revenues. This was a decrease of $1,773, or 50%. The decrease in certification and supplier diversity consulting income was due to the fact that we were not successful in converting potential clients of certification and supplier diversity consulting into contracts for the period.

General and administrative expenses for the nine months ended September 30, 2008 were $25,130.  This was an increase of $415, or 2%, as compared to general and administrative expenses of $24,715 for the nine months ended September 30, 2007.  During the nine months ended September 30, 2008, we incurred professional services fees in the amount of $7,730, filing fees, dues and subscription costs of $1,734, advertising and promotional expenses of $2,458, computer and internet expenses of $726, rent expenses of $10,221, office expenses of $683, telephone expenses of $1,013, depreciation expenses of $288, franchise tax of $150, and other miscellaneous operating expenses amounting to $127.

Depreciation expense for the nine months ended September 30, 2008 was $288. This is an increase of $0, or 0%, as compared to depreciation expense of $288 for the nine months ended September 30, 2007.

We had net loss of $23,440 (or basic and diluted loss per share of $0.0028) for the nine months ended September 30, 2008, as compared to a net loss of $21,192 (or basic and diluted loss per share of $0.0026) for the nine months ended September 30, 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 overall operating activities associated with conducting our business.

Liquidity and Capital Resources

We had total assets of $1,295 as of September 30, 2008. This consisted of total current assets of $200, a decrease of $17,819, or 99%, as compared to current assets of $18,019 for the year ended December 31, 2007. Other assets as of September 30, 2008 included property and equipment of $1,095 net of $800 of accumulated depreciation.

We had negative working capital of $7,784 as of September 30, 2008.

We had total liabilities of $9,318 as of September 30, 2008, which consisted of current liabilities of $7,984 and long term liabilities related to shareholder loans of $1,334. This was an increase of $5,333 or 134%, as compared to total liabilities of $3,985 for the period ended December 31, 2007.

We had an accumulated deficit of $57,873 as of September 30, 2008. This was an increase of $23,440 or 68%, 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 $20,319 for the nine months ended September 30, 2008. The net cash used in operating activities of $20,319 for the nine months ended September 30, 2008 represented an decrease of $705, or 3%, as compared to net cash used in operating activities of $21,024 for the nine months ended September 30, 2007.

We had $2,500 in net cash provided by financing activities for the nine months ended September 30, 2008, as compared to $36,700 for the nine months ended September 30, 2007, which consisted solely of shareholder loans as compared to proceeds from sale of common stock for the nine months ended September 30, 2008 and 2007, respectively.

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, other office expense and accounting expenses.

Unless we receive additional capital, 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. Notwithstanding, on July 29, 2008, an officer of the Company loaned the Company $500 for operating expenses and, if positive cash flows are not achieved through operations over the next three months of operations, will likely loan the Company additional capital to fund the Company’s operating expenses. Any of our shareholders and management who advance money to us to cover operating expenses will expect to be reimbursed when the Company achieves positive cash flows.

Outside of principal loans, we do not have any other identified sources of additional capital. There can be no assurance that additional capital will be available to us, or that, if available, it will be on terms satisfactory to us. Any additional financing may involve dilution to our shareholders. In the alternative, additional funds may be provided from cash flow in excess of that needed to finance our day-to-day operations, although we may never generate this excess cash flow. If we do not raise additional capital or generate additional funds, implementation of our plans for expansion will be delayed. If necessary we may withdraw from certain growth strategies to conserve cash for continued operation.

We have no intention of borrowing money to reimburse or pay commissions 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.

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.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is subject to certain market risks, including changes in interest rates.  The Company does not undertake any specific actions to limit this exposure.

ITEM 4.  CONTROLS AND PROCEDURES

Our Chief Executive Officer and our Chief Financial Officer, after evaluating the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report (the “Evaluation Date”), has concluded that as of the Evaluation Date, our disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required  disclosure, and (ii) is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

We plan to improve our internal control over financial reporting in an effort to remediate these deficiencies through improved supervision and training of our accounting staff. These deficiencies have been disclosed to our board of directors. We believe that this effort is sufficient to fully remedy these deficiencies and we are continuing our efforts to improve and strengthen our control processes and procedures. Our Chief Executive Officer, Chief Financial Officer and directors will continue to work with our auditors and other outside advisors to ensure that our controls and procedures are adequate and effective.

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.

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 1A.  RISK FACTORS

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

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-Q, 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 nine months ended September 30, 2008, and no meeting of shareholders was held.

ITEM 5.  OTHER INFORMATION

Not applicable.

ITEM 6.  EXHIBITS

* Filed herein.

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.