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): January 8, 2004

                            GATEWAY INDUSTRIES, INC.
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               (Exact Name of Registrant as Specified in Charter)


    Delaware                            0-13803              33-0637631
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(State or Other Jurisdiction            (Commission          (IRS Employer
 of Incorporation)                      File Number)         Identification No.)

    590 Madison Avenue, 32nd Floor, New York, NY                 10022
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    (Address of Principal Executive Offices)                   (Zip Code)


Registrant's telephone number, including area code: (212) 758-3232
                                                    --------------

                                      N/A
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          (Former Name or Former Address, if Changed Since Last Report)







Item 5.     Other Events and Required FD Disclosure.
            ---------------------------------------

            On January 8, 2004, Gateway Industries,  Inc. (the "Company") issued
a press release  announcing  its intention to file a Form 15 with the Securities
and  Exchange  Commission  to  de-register  its  common  stock and  suspend  its
reporting  obligations  under the  Securities  Exchange Act of 1934. The Company
also announced that effective January 30, 2004, Maritza Ramirez will resign from
her  position  as  Chief  Financial  Officer  of the  Company  to  pursue  other
interests. The press release is filed as an exhibit to this Form 8-K.

Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits.
            ------------------------------------------------------------------

            (c)    Exhibits

            Exhibit No.      Exhibit
            -----------      -------

            99.1             Press Release dated January 8, 2004.







                                   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.


                                         GATEWAY INDUSTRIES, INC.


Dated: January 8, 2004                   By: /s/ James R. Henderson
                                             -----------------------------------
                                             Name:  James R. Henderson
                                             Title: President

EX-99.1

                                                                    EXHIBIT 99.1

TO BUSINESS EDITOR:

          Gateway Industries, Inc. Announces Intention to De-Register
          Its Common Stock With the Securities and Exchange Commission

            NEW YORK, Jan. 8 /PRNewswire-FirstCall/ -- Gateway Industries,  Inc.
(OTC Bulletin Board:  GWAY.OB) today announced that it intends to file a Form 15
on January 12, 2004 with the Securities  and Exchange  Commission to de-register
its common  stock and suspend its  reporting  obligations  under the  Securities
Exchange  Act of  1934.  The  Company  expects  the  de-registration  to  become
effective within ninety (90) days of the filing with the SEC.

            As a result of the filing of the Form 15, the  Company's  obligation
to file with the SEC certain reports and forms,  including Forms 10-KSB,  10-QSB
and 8-K, will immediately  cease. The Company  presently  intends to continue to
provide its stockholders  with periodic  financial and other  information on its
web site, http://www.gatewayindustries.com/. The Company's shares will no longer
be listed on the OTC Bulletin  Board.  The Company  anticipates  that its shares
will be traded on the Pink Sheets,  but can make no  assurances  that any broker
will  make a market in the  Company's  common  stock.  The  "Pink  Sheets"  is a
centralized quotation service that collects and publishes market maker quotes in
real time, primarily through its web site, http://www.pinksheets.com/.

            The  Company's   Board  of  Directors   determined,   after  careful
consideration,  that  de-registering  is in the overall  best  interests  of the
Company's  stockholders.  Several  factors  were  considered  by  the  Board  of
Directors in making this decision, including the following:

            -- The elimination of disproportionately large costs associated with
               the preparation and filing of the Company's  periodic reports and
               other filings with the SEC;

            -- The  elimination  of  substantial  increases in legal,  audit and
               other costs  associated  with being a public  company in light of
               new regulations promulgated as a result of the Sarbanes-Oxley Act
               of 2002 and the SEC rules thereunder;

            -- The ability to improve  communications with stockholders;

            -- The nature and extent of current trading in the Company's  common
               stock, which is limited;

            -- The concentration of stock ownership in relatively few holders of
               the Company's common stock; and

            -- The lack of  analysts'  coverage  and minimal  liquidity  for the
               Company's common stock.

            Warren G. Lichtenstein,  Chairman and Chief Executive Officer of the
Company,  commented that "After careful  consideration by the Board of Directors
and our  advisors,  we believe we can  deliver  significantly  more value to the
stockholders as a non-reporting  company.  Particularly in view of the new rules
promulgated under the Sarbanes-Oxley  Act of 2002, the administrative  costs and
expenses  associated with continuing as a public company is difficult to justify
from a financial and strategic  standpoint for a company of this size and market
capitalization.  As a non-reporting  company,  we will significantly  reduce our
legal  and  audit  fees and  senior  management  can  dedicate  more time to the
company's  business and operations.  We are confident these advantages,  coupled
with our improved ability to communicate with  stockholders and our intention to
update stockholders with financial  information on the company's web site should
optimize long-term stockholder value."







            Additionally,  effective  January 30,  2004,  Maritza  Ramirez  will
resign  from her  position as Chief  Financial  Officer of the Company to pursue
other interests.

            Statements included in this press release that are not historical in
nature  are  "forward-looking  statements"  within the  meaning  of the  Private
Securities  Litigation Reform Act of 1995 (the "1995 Act"). The words "believe,"
"expect," "anticipate," "estimate," "guidance," "target" and similar expressions
identify   forward-looking   statements.   The  Company  cautions  readers  that
forward-looking statements are subject to certain risks and uncertainties, which
could cause  actual  results to differ  materially  from those  projected in the
forward-looking statements.  Certain risks and uncertainties are identified from
time to time in the Company's reports filed with the SEC. The Company claims the
protection of the safe harbor for  forward-looking  statements  contained in the
1995 Act.

SOURCE  Gateway Industries, Inc.
01/08/2004
/CONTACT:  Warren G. Lichtenstein of Gateway Industries, Inc.,
+1-212-758-3232/
/First Call Analyst: /
/FCMN Contact: /
/Web site:  http://www.gatewayindustries.com /
(GWAY)