UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                     FORM 15

   CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g)
  OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS
       UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                                                  Commission File Number 0-13803
                                                                         -------

                            Gateway Industries, Inc.
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             (Exact name of registrant as specified in its charter)

                         590 Madison Avenue, 32nd Floor
                            New York, New York 10022
                                 (212) 758-3232
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  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                          Common Stock, $.001 par value
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            (Title of each class of securities covered by this Form)

                                      None
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  (Titles of all other classes of securities for which a duty to file reports
                     under section 13(a) or 15(d) remains)

            Please place an X in the box(es) to designate the  appropriate  rule
provision(s) relied upon to terminate or suspend the duty to file reports:

            Rule 12g-4(a)(1)(i)    / /           Rule 12h-3(b)(l)(i)   / /
            Rule 12g-4(a)(l)(ii)   /X/           Rule 12h-3(b)(l)(ii)  / /
            Rule 12g-4(a)(2)(i)    / /           Rule 12h-3(b)(2)(i)   / /
            Rule 12g-4(a)(2)(ii)   / /           Rule 12h-3(b)(2)(ii)  / /
                                                 Rule 15d-6            / /

            Approximate  number of holders of record as of the  certification or
notice date: 300

            Pursuant to the requirements of the Securities Exchange Act of 1934,
Gateway Industries,  Inc. has caused this  certification/notice  to be signed on
its behalf by the undersigned duly authorized person.

Date:  January 12, 2004                      GATEWAY INDUSTRIES, INC.

                                             By: /s/ James R. Henderson
                                                 -------------------------------
                                                 Name:  James R. Henderson
                                                 Title: President





Instruction:  This  form is  required  by Rules  12g-4,  12h-3  and 15d-6 of the
General Rules and  Regulations  under the  Securities  Exchange Act of 1934. The
registrant  shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant,  by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.

            PERSONS  WHO  RESPOND  TO THE  COLLECTION  OF  INFORMATION
            CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND  UNLESS
            THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.