SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25

                                                  Commission File Number 0-18954

                           NOTIFICATION OF LATE FILING


(Check   [X] Form 10-KSB  [ ] Form 11-K  [ ] Form 20-F  [ ] Form 10-Q  [ ] Form N-SAR
One):

For Period Ended:                December 31, 2001
                 ---------------------------------------------------------------

[ ]     Transition Report on Form 10-K          [ ]  Transition Report on Form 10-Q
[ ]     Transition Report on Form 20-F          [ ]  Transition Report on Form N-SAR
[ ]     Transition Report on Form 11-K

For the Transition Period Ended:
                                ------------------------------------------------

            READ ATTACHED  INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT
OR TYPE.

            Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.

            If the  notification  relates  to a portion  of the  filing  checked
above, identify the Item(s) to which the notification relates:__________________
________________________________________________________________________________

                         Part I. Registrant Information

Full name of registrant   Gateway Industries, Inc.
                         -------------------------------------------------------

Former name if applicable
                         -------------------------------------------------------


Address of principal executive office (STREET AND NUMBER)
           150 East 52nd Street, 21st Floor, New York, New York 10022
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City, State and Zip Code

                        Part II. Rule 12b-25 (b) and (c)

            If the subject report could not be filed without unreasonable effort
or expense and the  registrant  seeks  relief  pursuant to Rule  12b-25(b),  the
following should be completed.
(Check appropriate box.)

[X]         (a) The reasons  described in reasonable  detail in Part III of this
            form could not be eliminated without unreasonable effort or expense;

[X]         (b) The subject annual report, semi-annual report, transition report
            on Form 10-K,  20-F,  11-K or Form N-SAR, or portion thereof will be
            filed on or before the 15th calendar day  following  the  prescribed
            due date; or the subject  quarterly  report or transition  report on
            Form 10-Q,  or portion  thereof will be filed on or before the fifth
            calendar day following the prescribed due date; and






[ ]         (c) The  accountant's  statement or other  exhibit  required by Rule
            12b-25(c) has been attached if applicable.

                               Part III. Narrative

            State below in reasonable detail the reasons why Form 10-KSB,  11-K,
20-F,  10-Q, N- SAR or the transition  report portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)

            The  Registrant  was unable to file the Annual Report on Form 10-KSB
for the year ended December 31, 2001 (the "Report") without  unreasonable effort
or expense due to the delays in gathering information for inclusion therein.

                           Part IV. Other Information

            (1) Name and telephone number of person to contact in regard to this
notification

                 Glen Kassan              (877)                  431-2942
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                     (Name)             (Area Code)          (Telephone number)


            (2) Have all other  periodic  reports  required  under Section 13 or
15(d) of the  Securities  Exchange  Act of 1934 or Section 30 of the  Investment
Company Act of 1940 during the  preceding 12 months or for such  shorter  period
that the  registrant  was  required to file such  report(s)  been filed?  If the
answer is no, identify report(s).

                                                                 [X] Yes  [ ] No

            (3) Is it  anticipated  that any  significant  change in  results of
operations  from the  corresponding  period  for the last  fiscal  year  will be
reflected by the  earnings  statements  to be included in the subject  report or
portion thereof?

                                                                 [ ] Yes  [X] No

            If so:  attach  an  explanation  of  the  anticipated  change,  both
narratively and  quantitatively,  and, if  appropriate,  state the reasons why a
reasonable estimate of the results cannot be made.

                            Gateway Industries, Inc.
- --------------------------------------------------------------------------------
                  (Name of registrant as specified in charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.

Date   April 1, 2002                       By  /s/ Glen Kassan
     --------------------------                ------------------------
                                               Name:  Glen Kassan
                                               Title: Vice President,
                                                      Chief Financial Officer

                        INSTRUCTION.  The form  may be  signed  by an  executive
            officer  of  the   registrant  or  by  any  other  duly   authorized
            representative.  The name and title of the person  signing  the form
            shall be typed or printed beneath the signature. If the statement is
            signed on behalf of the  registrant by an authorized  representative
            (other than an executive officer),  evidence of the representative's
            authority  to sign on behalf of the  registrant  shall be filed with
            the form.


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