Attached files
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EX-99.1 - M LINE HOLDINGS INC | v182125_ex99-1.htm |
EX-10.1 - M LINE HOLDINGS INC | v182125_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
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April
23, 2010
(April
20, 2010)
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M
LINE HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other
jurisdiction
of incorporation)
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000-53265
(Commission
File
Number)
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88-0375818
(I.R.S.
Employer
Identification
No.)
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2672
Dow Avenue
Tustin,
CA 92780
(Address
of principal executive offices) (zip code)
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(714)
630-6253
(Registrant’s
telephone number, including area code)
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Gateway
International Holdings, Inc.
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(Former
name or former address, if changed since last
report.)
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Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
On June
30, 2009, we entered into a binding Letter of Intent (the “LOI”) with Money Line
Capital, Inc., a California corporation (“MLCI”), and our largest
shareholder. Under the LOI the parties agreed to complete a
transaction whereby all the MLCI shareholders will exchange their shares of MLCI
stock for shares of our stock. The parties originally agreed to
negotiate in good faith to close the transaction on or before January 29,
2010. The LOI is predicated on us being current in our reporting
obligations under the Securities and Exchange Act of 1934, as amended, and being
publicly-traded at the time of the closing; and MLCI having its financial
statements (and its subsidiaries, as applicable) audited for the period ended
June 30, 2009, as well as completing a valuation by a qualified third-party
company.
On
November 5, 2009, we agreed with MLCI to amend the LOI to reset the anticipated
closing date of the transaction from January 29, 2010 to April 30, 2010, as well
as some other preliminary dates in the LOI. We agreed to reset the
anticipated closing date of the transaction in order to allow MLCI time to
complete the audit of its financial statements, and certain of its subsidiaries,
for the period ended June 30, 2009, as well the review of the financial
statements for the interim quarters. On April 20, 2010, we again
agreed to delay the anticipated closing date of the transaction until at least
June 30, 2010, if not later, to give the parties more time to complete the work
that needs to done to close the transaction.
Item
7.01 Regulation FD Disclosure.
On April 20, 2010, we issued a press
release announcing the amendment to the LOI between us and Money Line Capital,
Inc., a copy of which is furnished with this Current Report as Exhibit
99.1.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
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Description
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10.1
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Amendment
No. 1 to Letter of Intent by and between M Line Holdings, Inc. and Money
Line Capital, Inc. dated April 20, 2010
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99.1
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Press
release dated April 20, 2010 issued by M Line Holdings, Inc., announcing
amendment to Letter of Intent with Money Line Capital,
Inc.
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
Dated: April
23, 2010
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M
Line Holdings, Inc.
a
Nevada corporation
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/s/ George
Colin
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By: George Colin | |||
Its: Chief Executive Officer | |||