-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IxVpHQe6nPGGJi22qeDihxEC+K8+CSHRlQn1irnW3Mz8ZP39NNEofjvsV/USSRVC 47wkZx+fQQu6JcsyebGpJw== 0001185185-03-000147.txt : 20030618 0001185185-03-000147.hdr.sgml : 20030618 20030618153918 ACCESSION NUMBER: 0001185185-03-000147 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030618 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CONSALVI LAWRENCE CENTRAL INDEX KEY: 0001242907 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 3840 E EAGLE LANE CITY: ANAHEIM STATE: CA ZIP: 92807 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GATEWAY INTERNATIONAL HOLDINGS INC CENTRAL INDEX KEY: 0001072248 STANDARD INDUSTRIAL CLASSIFICATION: METALWORKING MACHINERY & EQUIPMENT [3540] IRS NUMBER: 880375818 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-77899 FILM NUMBER: 03748813 BUSINESS ADDRESS: STREET 1: 3840 EAST EAGLE DRIVE CITY: ANAHEIM STATE: CA ZIP: 92807 MAIL ADDRESS: STREET 1: 3840 EAST EAGLE DRIVE CITY: ANAHEIM STATE: CA ZIP: 92807 FORMER COMPANY: FORMER CONFORMED NAME: GOURMET GIFTS INC DATE OF NAME CHANGE: 19990503 SC 13D 1 sc13dcons.txt LCONSALVI 13D ------------------------------ OMB APPROVAL ------------------------------ OMB Number 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response ..... 11 ------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* - -------------------------------------------------------------------------------- (Name of Issuer) Gateway International Holdings, Inc - -------------------------------------------------------------------------------- (Title of Class of Securities) Common Stock, $0.0001 par value - -------------------------------------------------------------------------------- (CUSIP Number) Lawrence A. Consalvi 3840 E. Eagle Drive Anaheim, CA 92807 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 24, 2002 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. - -------------------------------------------------------------------------------- 1. Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Lawrence Consalvi - -------------------------------------------------------------------------------- 2. Check the Appropriate Box If a Member of a Group (See Instructions) Not Applicable (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) 00 - -------------------------------------------------------------------------------- 5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- 7. Sole Voting Power NUMBER OF 6,020,300 SHARES ----------------------------------------------------------------- BENEFICIALLY 8. Shared Voting Power OWNED BY 0 EACH ----------------------------------------------------------------- REPORTING 9. Sole Dispositive Power PERSON 6,020,300 WITH ----------------------------------------------------------------- 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 6,020,300 - -------------------------------------------------------------------------------- 12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 22.78% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER The class of equity securities to which this Schedule 13D relates is the common stock, $0.001 par value per share (the "Shares") of Gateway International Holdings, Inc., a Nevada corporation (the "Company"). The principal executive offices of the Company are located at 3840 East Eagle Drive, Anaheim, California 92807. ITEM 2. IDENTITY AND BACKGROUND The person filing this statement is Lawrence A. Consalvi, whose business address is 3840 East Eagle Drive, Anaheim, California 92807. Mr. Consalvi is a director, Chief Executive Officer and Chief Financial Officer of the Company. Mr. Consalvi has never been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), nor has he been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which he was, or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Consalvi is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On December 11, 2001, the Company entered into an Agreement and Plan of Merger with E.M. Tool Company, Inc. ("EM") (the "Merger Agreement"). Mr. Consalvi was a shareholder of EM and pursuant to the terms of the Merger Agreement received 6,175,300 shares of common stock of the Company in exchange for his shares in EM. The merger was completed on January 24, 2002 and the merger exchange ratio was 637 shares of Company common stock for each share of EM common stock. ITEM 4. PURPOSE OF TRANSACTION As part of the Merger Agreement, EM became a wholly owned subsidiary of the Company. Mr. Consalvi, Mr. Brent Mouton and Mr. Joseph Gledhill, who were all shareholders of EM, became directors and officers of the Company and the prior directors and officers of the Company resigned. This caused a change in the control of the Company. As part of the Merger Agreement, the Company changed it's name from Gourmet Gifts, Inc., to Gateway International Holdings, Inc. Other than the aforementioned actions and certain ancillary transactions under the Merger Agreement, Mr. Consalvi currently has no present plans or intentions which relate to, or would result in, any of the transactions required to be described under Item 4 of schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Mr. Consalvi acquired 6,175,300 shares of common stock of the Company under the Merger Agreement. Immediately after the close of the Merger Agreement on January 24, 2002, there were 16,920,000 shares of common stock on the Company issued and outstanding. Mr. Consalvi's accordingly acquired 36.40% of the issued and outstanding common stock of the Company. On March 8, 2002, Mr. Consalvi transferred by gift an aggregate of 155,000 shares of common stock to friends and family, resulting in a reduction of Mr. Consalvi's stock ownership to 6,020,300 shares of common stock. The Company's Form 10-Q filed with the Securities and Exchange Commission on February 19, 2003 indicates that as of February 10, 2003, there were 26,426,300 shares of common stock issued and outstanding. As of February 10, 2003, Mr. Consalvi had sole voting power and sole dispositive power over 22.78% of the Company's common stock. (b) Mr. Consalvi has sole voting power and sole dispositive power over 6,020,300 shares of common stock, which represents 22.78% of the Company's issued and outstanding stock. Mr. Consalvi does not have shared voting power or shared dispositive power with anyone in respect of the Company's stock. (c) None other than reported herein. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Agreement and Plan of Reorganization dated as of December 11, 2001, incorporated by reference to Exhibit 2 to the Issuer's Form 8-K filed on February 7, 2002. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. June 6, 2003 - ---------------- Date /s/ Lawrence A. Consalvi - ----------------------------- Signature Lawrence A. Consalvi - ---------------------------------- Name/Title ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----