Securities Exchange Act of 1934
Rule 12h-3(c)

August 7, 2009

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, it is the Division's view that the effectiveness of Gateway's registration statement on Form S-1 during the fiscal year ending December 31, 2009 would not preclude Gateway from utilizing Rule 12h-3 under the Securities Exchange Act of 1934. In reaching this position, we particularly note that no securities were sold pursuant to the registration statement and Gateway has withdrawn the registration statement pursuant to Rule 477 under the Securities Act of 1933.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2009/
gatewaypacific080709-12h3.htm