Gateway Energy Corp/Ne Watch

from PRE 14C 23 pages Large Accelerated Filer O Accelerated Filer O Non-Accelerated Filer O (Do Not Check if a Smaller Reporting Company) Smaller Reporting Company X Indicate by Checkmark Whether the Registrant Is a Shell Company (As Defined in Rule 12b-2 of the Exchange Act.) Yes No X

from SC 13D 30 pages John O. Niemann, Jr.

from 8-K 3 pages Amendment to Rights Agreement

from 8-K 3 pages Amendment No. 1 to the Rights Agreement

from SC 13D/A 5 pages Second Amended Voting Agreement

from 8-K ~50 pages Rights Agreement

from SC 13D/A 5 pages Amended Voting Agreement

from SC 13D/A 4 pages Voting Agreement

from 10QSB 1 page Gateway Energy Corporation Subscription Agreement Common Stock

from 10QSB 1 page Gateway Energy Corporation Subscription Agreement Common Stock

from 10QSB 1 page Gateway Energy Corporation Subscription Agreement Common Stock

from 10QSB 5 pages Common Stock Purchase Warrant of Gateway Energy Corporation

from 10QSB 9 pages Gateway Energy Corporation Convertible Promissory Note the Transferability of This Note Is Restricted as Provided in Section 7 Certain Capitalized Terms Used in This Note Are Defined in Section 1.1

from 10KSB 1 page <page> See Legend Endorsed on Reverse Side Gateway Energy Corporation This Certificate Is Transferable in the City of New York Incorporated Under the Laws of the State of Delaware 08954 Common Stock Cusip 367600 30 1 Ge0000675 See Reverse for Certain Definitions This Certifies That 0001200543 Is the Owner of Fully Paid and Non-Assessable Shares of the Common Stock of $.25 Par Value of Gateway Energy Corporation Certificate of Stock Transferable on the Books of the Corporation in Person or by Duly Authorized Attorney ??? Of This Certificate Properly Endorsed This Certificate Is Not Valid Unless Countersigned by the Transfer Agent and Registered by the Registrar. Witness the Facsimile Seal of the Corporation and the Facsimile Signatures of Its Duly Authorized Officers. Dated: May 13, 1997 08954000071 Im /S/ Donald L. Anderson /S/ L. Horbach Secretary President ???????????????????????? American Stock Transfer & Trust Company Transfer Agent and Registrat /S/ Illegible Authorized Signature Gateway Energy Corporation Corporate Seal 1983 Delaware