Current Report on Form 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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): June 22, 1999
GATEWAY INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-13803 33-0637631
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
150 East 52nd Street
New York, New York 10022
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Address of principal executive offices
Registrant's telephone number, including area code: 877/431-2942
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(Former name or former address, if changed since last report.)
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Item 4 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On June 22, 1999, Gateway Industries, Inc. (the "Company") was informed
by Ernst & Young LLP, that it had resigned as the Company's auditors. Ernst &
Young's reports on the financial statements for the past two years have not
contained any adverse opinion or disclaimer of opinion, nor was any opinion
qualified or modified as to uncertainty, audit scope, or accounting principles.
In connection with the audits of the Company's consolidated financial
statements for each of the two fiscal years ended December 31, 1998 and 1997,
and in the interim period subsequent to December 31, 1998, preceding the date of
Ernst & Young's resignation, there were no "disagreements," as that term is
defined in the instructions to Form 8-K and the regulations applicable to Item 4
of Form 8-K, with Ernst & Young on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure which
"disagreement", if not resolved to the satisfaction of Ernst & Young, would have
caused Ernst & Young to make reference to the subject matter of the
"disagreement" in their report.
On June 29, 1999, the Board of Directors of the Company engaged Grant
Thornton LLP as the Company's auditors. The Company has not consulted with Grant
Thornton LLP during the past two fiscal years concerning the application of
accounting principles or any issues relating to accounting, auditing or
financial reporting.
A letter from Ernst & Young concerning its agreement or disagreement
with the disclosures made in this Report on Form 8-K will be filed as required
by Item 304(a)(3) of Regulation S-K promptly upon receipt by the Company.
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SIGNATURE
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.
GATEWAY INDUSTRIES, INC.
Dated: June 29, 1999 By: /S/ WARREN G. LICHTENSTEIN
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Name: Warren G. Lichtenstein
Title: Chairman
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EXHIBIT INDEX
99.1 Letter from Ernst & Young LLP to Jack Howard, Acting President
of the Company, dated June 22, 1999
Exhibit 99.1
Ernst & Young LLP Suite 2100 Phone 310 551 5500
1999 Avenue of the Stars
Los Angeles, California 90067
June 22, 1999
Mr. Jack Howard
Acting President
Gateway Industries, Inc.
150 East 52nd Street
New York, NY 10022
Dear Mr. Howard
This is to confirm that the client-auditor relationship between Gateway
Industries, Inc. (Commission File Number 0-13803) and Ernst & Young LLP has
ceased.
Very truly yours,
/s/ Ernst & Young LLP
Copy to Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
Ernst & Young is a member of Ernst & Young International, Ltd.
