8-K

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): November 10, 2011 (November 8, 2011)

M LINE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation) 000-53265 (Commission File Number) 88-0375818 (I.R.S. Employer Identification No.)

2672 Dow Avenue

Tustin, CA 92780

(Address of principal executive offices)  (zip code)

(714) 630-6253

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

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))

Item 3.02          Unregistered Sales of Equity Securities.

On November 10, 2011,we issued 600,000 shares of our common stock to Gary Augusta, one of our Directors, and 600,000 shares of our common stock to an unrelated third party, both pursuant to a Note and Stock Purchase Agreement dated September 29, 2011, by and between us and SpaGus Capital Partners, LLC, an entity controlled by Mr. Augusta.  The shares of our common stock were restricted in accordance with Rule 144.  These issuances were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and both investors are sophisticated investors and familiar with our operations.

Item 5.02          Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Effective on November 8, 2011, our Board of Directors appointed Gary M. Augusta to fill a vacancy on our Board of Directors.

Since 2010, Mr. Augusta has been the Chief Executive Officer and President of SpaGus Ventures, LLC, which is a company focused on equity and debt investing for “IP and brand driven” companies with $1M-$10M of revenues who need capital for growth; typically for companies to “reach the next level” of commercialization. In addition, SpaGus also “rolls up its sleeves” after investment and provides ongoing Board Advisory, Corporate Development/M&A and Capital Acquisition expertise.  Prior to joining SpaGus, from 2004 to 2009, Mr. Augusta was the President and Chief Executive Officer of OCTANe, Executive Director of OCTANe 501c3 Foundation, President of OCTANe Capital.  As the President and Chief Executive Officer of OCTANe and the OCTANe Foundation, Mr. Augusta created and ran a million dollar Innovation Development Company (IDC) that helped create, grow, support, staff and fund innovative growth companies. OCTANe has helped 30+ companies raise $75+MM and Mr. Augusta created and seeded a $30MM regional venture capital fund that he remains a passive stakeholder. Mr. Augusta has a BS in Mechanical Engineering from the University of Rhode Island and a Masters of Science and Management (MSM) from Georgia Tech in Atlanta, GA.

Item 7.01         Regulation FD Disclosure.

On November 10, 2011, we issued a press release announcing the appointment of Mr. Augusta to our Board of Directors, 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.	Description
99.1	Press release dated November 10, 2011, issued by M Line Holdings, Inc., announcing appointment of Mr. Augusta to M Line’s Board of Directors

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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.

	M Line Holdings, Inc. a Nevada corporation
Dated:  November 10, 2011		/s/ George Colin
	By:	George Colin
	Its:	Chief Executive Officer

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EX-99.1

For Immediate Release	Contact:  Tony Anish
	Ph.:   714.630.6253
	tony@mlineholdings.com

M Line Holdings, Inc. Appoints New Director

M Line Holdings, Inc. announces the appointment of a new Director

Tustin, CA – Business Wire – M Line Holdings, Inc.  (OTC Bulletin Board: MLHC)

Director appointment

M Line Holdings, Inc. (OTC Bulletin Board: MLHC - “M Line Holdings” or “the Company”).  As M Line Holdings continues to execute its strategic plan of adding new leadership and investors to both grow our existing business as well as add new businesses to the M Line family,the Board of Directors is pleased to announce the appointment of Gary Augusta to the Board of Directors. Gary Augusta is currently President of Spagus Capital Partners, one of our largest shareholders. Spagus has recently loaned the Company $300,000 at 8% per annum and purchased common stock in the Company.  Previously, Gary was a senior corporate officer of Fluor Corporation, a global engineering services company, where he focused on mergers and acquisitions as well as the President and CEO of OCTANe where Gary ran a development company that focused on creating, expanding and funding innovative technology companies.  Gary has a BS in Mechanical Engineering and an MSM (Masters of Science and Management) and brings over twenty years of experience to our Board.

George Colin, CEO of M Line Holdings, Inc. stated “It is with great pleasure that I announce the appointment of Gary Augusta to the Board of Directors.  Gary will not only add an independent voice to our Board but also brings a wealth of experience to our team.”

About M Line Holdings, Inc.

M Line Holdings, Inc. (formerly Gateway International Holdings, Inc.) headquartered at 2672 Dow Avenue, Tustin, CA 92780 is currently a reporting company under the Securities and Exchange Act of 1934, as amended, with approximately 600 shareholders and two operating subsidiaries, Eran Engineering, Inc. and E. M. Tool Co., Inc. dba Elite Machine Tool.

Forward Looking Statements

This news release contains certain “forward- looking statements.” Forward-looking statements are based on current expectations and assumptions and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, and many of which are beyond the Company's control. The forward-looking statements are also identified through the use of words “believe,” enable,” “may,” “will,” “could,” “intends,” “estimate,” “anticipate,” “plan,” “predict” “probable,” “potential,” “possible,” “should,” “continue,” and other words of similar meaning. Actual results could differ materially from these forward-looking statements as a result of a number of risk factors detailed in the Company's periodic reports filed with the SEC. Given these risks and uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements and no assurances can be given that such statements will be achieved.