GATEWAY INDUSTRIES INC /CA/
10QSB/A, 1996-10-11
COMPUTER COMMUNICATIONS EQUIPMENT
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB/A


[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         AND EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED JUNE 30, 1996

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         AND EXCHANGE ACT OF 1934

               For the transition period from ________ to ________

                         Commission file number 0-13803

                            GATEWAY INDUSTRIES, INC.

        (Exact name of small business issuer as specified in its charter)

            Delaware                                            33-0637631
- -------------------------------                             -------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

      101-01 Foster Avenue
       Brooklyn, New York                                         11236
- ----------------------------------------                        ----------
(Address of principal executive offices)                        (Zip Code)

          Issuer's telephone number, including area code: 718-272-9700


         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

                  Yes [X]  No [ ]

         Transition Small Business Disclosure Format (check one):

                  Yes [ ]  No [X]



                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable data.

         As of September 30, 1996, the Registrant had approximately 3,603,469
shares of Common Stock outstanding.



                                        1

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Item 6 EXHIBITS AND REPORTS ON FORM 8-K

         The Registrant hereby amends Item 6 of its Form 10-QSB for the quarter
ended June 30, 1996 to include as Exhibit 27, the Financial Data Schedule filed
herewith.





                                   SIGNATURES

         In accordance with the requirements of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                           Gateway Industries, Inc.
                                           (Registrant)


Date: October 10, 1996                      By: /s/ Warren G. Lichtenstein
      ------------------                    ---------------------------
                                            Warren G. Lichtenstein
                                            Chairman of the Board
                                            and Principal Financial
                                            and Accounting Officer









                               






<TABLE> <S> <C>

<PAGE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S BALANCE SHEET AT JUNE 30, 1996 AND ITS CONSOLIDATED STATEMENT OF
OPERATIONS FOR THE SIX MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1996
<CASH>                                         498,000
<SECURITIES>                                         0
<RECEIVABLES>                                2,525,000
<ALLOWANCES>                                   415,000
<INVENTORY>                                  2,617,000
<CURRENT-ASSETS>                             5,632,000
<PP&E>                                       6,811,000
<DEPRECIATION>                                 202,000
<TOTAL-ASSETS>                              12,241,000
<CURRENT-LIABILITIES>                        9,876,000
<BONDS>                                      4,780,000
                                0
                                          0
<COMMON>                                         1,000
<OTHER-SE>                                   1,850,000
<TOTAL-LIABILITY-AND-EQUITY>                12,241,000
<SALES>                                              0
<TOTAL-REVENUES>                             8,399,000
<CGS>                                        7,536,000
<TOTAL-COSTS>                                9,292,000
<OTHER-EXPENSES>                               361,000
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           (377,000)
<INCOME-PRETAX>                            (1,254,000)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (1,254,000)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (1,254,000)
<EPS-PRIMARY>                                   (1.22)
<EPS-DILUTED>                                   (1.22)


        



</TABLE>


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