SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

   
                                 AMENDMENT NO.2
                                       TO
                                   FORM 10-KSB
    


[X]         Annual  report  pursuant  to Section  13 or 15(d) of the  Securities
            Exchange Act of 1934 for the fiscal year ended December 31, 1996

[_]         Transition  report pursuant to Section 13 or 15(d) of the Securities
            Exchange Act of 1934 for the transition period from  _______________
            to _____________

                         Commission file number 0-15873

                             LASERGATE SYSTEMS, INC.
              ----------------------------------------------------
              (Exact name of small business issuer in its charter)

          Florida                                               59-2543206
-------------------------------                              ---------------
(State or other jurisdiction of                              (I.R.S.Employer
 incorporation or organization)                             Identification  No.)

28050 U.S. 19 North, Suite 502, Clearwater, Florida                34621
---------------------------------------------------                -----
   (Address of principal executive office)                       (Zip Code)

Issuer's telephone number:         (813) 725-0882

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $0.03 par value
                          -----------------------------
                                (Title of Class)

                               Redeemable Warrants
                               -------------------
                                (Title of Class)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  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 [_]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the best of the  registrant's  knowledge,  in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [_]

The issuer's revenue for its most recent fiscal year was $4,204,626.

State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days.

At March 20, 1997,  7,362,061 shares of Common Stock were  outstanding,  and the
aggregate  market value of the Common Stock of Lasergate  Systems,  Inc. held by
non-affiliates (7,235,234 shares) was $2,713,213.

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

At March 20, 1997, 7,362,061 shares of Common Stock were outstanding.


<PAGE>


   

                                    PART III

ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
            COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

            The directors and executive officers of the Company are as follows:

<TABLE>
<CAPTION>
                                  YEAR
                                 FIRST
                                 BECAME                    PRESENT POSITION
NAME                      AGE   DIRECTOR    CLASS          WITH THE COMPANY
----                      ---   --------    -----          ----------------
<S>                        <C>    <C>                                                    
Jacqueline E. Soechtig     47     1994       III      President, Chief Executive Officer 
                                                      and Director

Philip P. Signore          38     1996        I       Vice President, Chief Financial Officer,
                                                      Treasurer, Secretary and Director

Bruce D. Barrington        54     1996        II      Director

John J. Chluski            73     1996        II      Director

Frank W. Swacker           74     1995       III      Director

John J. Lettieri, Jr.      40       --        --      Vice President - Ticketing Services

James H. Moore, Jr.        54       --        --      Vice President - Operations and Assistant
                                                      Secretary

Glenn W. Phillips          55       --        --      Vice President - Sales and Marketing

William R. Stapleton       52       --        --      Vice President - Engineering and Product
                                                      Management
</TABLE>

            The Company's  Articles of  Incorporation  and By-Laws provide for a
classified  Board  of  Directors.  The  Board  is  divided  into  three  classes
designated  Class I, Class II and Class III.  The term of each Class II Director
is to expire at the 1997 Annual Meeting,  the term of each Class III Director is
to expire at the 1998 Annual Meeting of Shareholders  and the term of each Class
I Director is to expire at the 1999 Annual Meeting.  Directors hold office until
their  respective  successors  are elected and duly  qualified,  or until death,
resignation  or removal.  Officers hold office until the meeting of the Board of
Directors  following  each  Annual  Meeting  of  Shareholders  and  until  their
successors have been chosen and qualified.

            JACQUELINE  E.  SOECHTIG  has been a director of the Company and the
Company's  President and Chief  Executive  Officer since October 31, 1994.  From
September 1994 until  immediately  prior to her  employment by the Company,  Ms.
Soechtig was a  consultant  to the Company.  During the  ten-month  period prior
thereto, Ms. Soechtig purchased and operated a restaurant in Clearwater, Florida
together with her spouse. From February 1992 through December 1993, Ms. Soechtig
was the  President  and Chief  Executive  Officer  of  Precision  Systems,  Inc.
("PSI"),  a  company  engaged  in the  production  and  sales of voice  and call
processing  systems.  Prior to her employment  with PSI, Ms.  Soechtig served as
vice  president  of business  development  for Sprint  Corp.  (May 1990  through
February   1992).   She  also  held  the  position  of  vice  president  of  MCI
Telecommunications  Corporation where she served in various sales, marketing and
technical  capacities  from May 1984  through May 1990.  Both Sprint and MCI are
engaged in the telecommunications industry. Additionally, from 1970 to 1983, Ms.
Soechtig  was  employed by  International  Business  Machines  Corp.  in various
technical and sales positions.

            PHILIP P. SIGNORE has been the Company's  Vice  President - Finance,
Chief Financial  Officer,  Treasurer and Secretary since May 1996 and has been a
member of the Board of Directors  since June 1996.  Mr.  Signore served as Chief
Financial  Officer of Commercial  Design  Services,  Inc.,  an office  furniture
dealership, from March 1993 to May

                                       -3-

<PAGE>



1996.  From July 1989 to March 1993, Mr.  Signore was the Operations  Controller
for Briggs Industries,  Inc., a plumbing fixtures manufacturer.  Previously, Mr.
Signore held various  financial  management  positions in the areas of financial
planning and analysis while at Paradyne Corporation from 1983 to 1988 as well as
internal  auditing at Moore McCormack  Resources from 1981 to 1983. He began his
career  working as a CPA at the  international  accounting  firm of Peat Marwick
Mitchell & Co. from 1979 to 1981.

            BRUCE D.  BARRINGTON  has been a member of the Board of Directors of
the Company since November 1, 1996. From 1973 to 1980 Mr.  Barrington  served as
Vice President of Research and  Development  for HBO & Company,  a publicly-held
software  solutions  provider to the health care industry which he co-founded in
1973. From 1980 to 1983 Mr. Barrington served as a Director of HBO & Company. In
1982 Mr.  Barrington  formed Top Speed  Corporation  (formerly  Clarion Software
Corporation  and prior thereto  Barrington  Systems,  Inc.), a software  company
which develops and markets a sophisticated  line of software  development  tools
aimed at the Windows(R) environment.  Mr. Barrington served as a Systems Analyst
for  Caterpillar  Tractor Company from 1965 to 1967 and as a Manager of Hospital
Systems  Development for McDonnel Douglas  Automation Company from 1967 to 1973.
Mr.  Barrington  serves  as the  Company's  Chief  Technology  Advisor  and will
contribute to the direction of future products.

            JOHN J.  CHLUSKI has been a member of the Board of  Directors of the
Company since November 1, 1996. Since 1988 Mr. Chluski has been an international
business  consultant  and  advisor.  He has served as an active  Board Member of
several ITT subsidiaries and is presently a Director of ITT Composants (France).
Mr. Chluski is also a Director of Howmet S.A. (France), and serves as Advisor to
the Chairman of Marceau  Investissements,  a Paris-based  investment  fund,  and
Advisor  to  Monitor  Company,  a  global  strategy  consulting  firm  based  in
Cambridge,  Massachusetts. From 1972 to 1988, Mr. Chluski held several executive
management  positions at ITT Corporation,  including Group  Executive-Engineered
Products-Europe,  and Senior Vice President and Executive  Representative of the
Chairman.

            FRANK W.  SWACKER has been a member of the Board of Directors of the
Company since May 3, 1995.  Mr.  Swacker has been engaged in the practice of law
for the  past 46  years,  more  than  the last  five of such  years  in  private
practice.   Between  1968  and  1978,  he  was  the  International  Counsel  for
Allis-Chalmers  Corporation in Milwaukee,  Wisconsin.  Mr. Swacker has published
articles  focusing on international  foreign trade and the financial,  antitrust
and cross-cultural  aspects of transnational  business and is the lead author of
the  1996  two  volume  work  entitled   "World  Trade   Without   Barriers,"  a
comprehensive  treatise on the World Trade Organization and dispute  resolution.
Additionally,  he has  advised the United  States  House of  Representatives  on
international trade treaties and has served as Special Assistant Deputy Attorney
General for the State of New York.  Since 1960, Mr. Swacker has been a member of
the National Panel of Arbitrators of the American Arbitration Association.

            JOHN J.  LETTIERI,  JR. has been the  Company's  Vice  President  of
Ticketing  Services  since March 1997.  From  August 1980 to February  1997,  he
worked for the  Carnegie  Hall  Corporation,  serving as the first  Director  of
Ticket Operations from June 1989 until his departure.  Mr. Lettieri's management
responsibilities  included sales,  customer service, and technological  support.
Prior to August of 1980, Mr. Lettieri was employed by the Metropolitan  Opera in
New York City.

            JAMES H.  MOORE,  JR.  has  been the  Company's  Vice  President  of
Operations  since January 1995.  From April 1993 to December 1994, Mr. Moore was
the Vice President of Internal Operations of Precision Systems,  Inc. From March
1962 to February  1993, he worked for General  Motors  Corporation  serving from
March 1990 as Production Superintendent of its Arlington,  Texas assembly plant.
While at General Motors, Mr. Moore had production management  responsibility and
also served as a quality expert and consultant to various  General Motors plants
throughout North America.

            GLENN W. PHILLIPS has been the Company's Vice President of Worldwide
Sales and  Marketing  since  January  1996.  From May 1995 to December  1995 Mr.
Phillips was Vice  President of Sales and  Marketing  for Syntrex  Technologies,
Inc., a network systems  integrator.  From June 1994 to April 1995, Mr. Phillips
acted as a sales and marketing  consultant to various companies.  Prior thereto,
from October 1990, Mr. Phillips was employed by Software AG, a systems  software
provider,  as an Area Vice  President of Sales until  February  1993 and as Vice
President of Sales and Operations until May 1994.


                                       -4-

<PAGE>
            WILLIAM  R.  STAPLETON  has been the  Company's  Vice  President  of
Development  and Product  Management  since February 1997.  From October 1995 to
January 1997, Mr. Stapleton served as President (and Principal) of The Redington
Group, a business  management and marketing  consulting  firm. From June 1961 to
September  1995 he  worked  for  AT&T  Corporation,  holding  various  executive
management  positions,  most recently Corporate Director of Strategic  Marketing
and Business Planning.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
------------------------------------------------------------

            Section  16(a) of the  Securities  Exchange Act of 1934, as amended,
requires the Company's executive officers and directors, and any persons who own
more  than  10% of any  class  of the  Company's  equity  securities  which  are
registered  under the  Securities  and  Exchange  Act of 1934,  as amended  (the
"1934") to file certain  reports  relating to their ownership of such securities
and changes in such ownership  with the  Securities and Exchange  Commission and
NASDAQ, and to furnish the Company with copies of such reports. To the Company's
knowledge,  based solely on a review of the copies of such reports  furnished to
the Company, all Section 16 (a) filing requirements applicable to such officers,
directors and owners of over 10% of the Company's equity  securities  registered
under the 1934 Act,  during the year ended December 31, 1996, have been complied
with except as follows:  Bruce D. Barrington (a current Director of the Company)
and John J. Chluski (a current Director of the Company) were each  inadvertently
late in  filing a report  upon  becoming  a  Director  and in filing a report of
transactions;  Philip P. Signore (a current Officer and Director of the Company)
was  inadvertently  late in filing a report  upon  becoming  an  Officer and a 
Director of the
Company; and Frank W. Swacker (a current Director of the Company) and Jacqueline
E.  Soechtig  (a  current  Officer  and  Director  of  the  Company)  were  each
inadvertently late in filing reports of transactions. Fred R. Maglione (a former
officer  of the  Company)  was  inadvertently  late in filing a report  upon the
termination of his employment with the Company. To the Company's knowledge, John
P.  Warnick (a former  officer of the  Company)  did not file a report  upon the
termination  of his  employment  with the Company.  To the  Company's  knowledge
Timothy E. Mahoney,  Lawrence W. Umstadter and Stewart L. Krug (former Directors
of the Company) did not file reports upon resigning as Directors of the Company.

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
--------------------------------------------------------------

            The Board of Directors  has an Audit  Committee  and a  Compensation
Committee.  The  Audit  Committee  recommends  to the  Board  of  Directors  the
appointment  of  independent  auditors  to  audit  the  Company's   consolidated
financial  statements,  reviews the Company's  internal  control  procedures and
advises the Company on tax and other  matters  connected  with the growth of the
Company.  The Audit  Committee also reviews with management the annual audit and
other work performed by the independent  auditors.  The  Compensation  Committee
administers  the Company's 1994 Stock Option Plan and recommends to the Board of
Directors  the  nature and amount of  compensation  to be paid to the  Company's
Executive Officers.

            On June 28, 1996,  three members of the Board of Directors  resigned
as Directors of the Company (in connection  with the redemption of the Company's
Series A Convertible  Preferred Stock.) On the same day, Philip P. Signore,  the
Company's Vice President and Chief Financial  Officer was appointed to the Board
of Directors. As a result, there was only one non-employee director on the Board
of Directors from June 28, 1996 until October 21, 1996. During this period,  the
duties normally performed by the audit committee and compensation committee were
assumed  by the sole  remaining  non-employee  director,  Frank W.  Swacker.  On
December  16,  1996,  the  Company   established  new  audit  and   compensation
committees.  The Audit  Committee  consists of Messrs.  Barrington,  Chluski and
Swacker. The Compensation Committee consists of Messrs. Barrington,  Chluski and
Swacker.

            During  the  fiscal  year  ended  December  31,  1996,  the Board of
Directors of the Company held 18 meetings,  the Audit Committee held one meeting
and the  Compensation  Committee held four meetings.  Each director  attended at
least 75% of the aggregate  number of meetings of the Board of Directors and the
committees,  which were held during the period the  director  served as director
during the fiscal year ended December 31, 1996.

REMUNERATION OF NON-EMPLOYEE DIRECTORS
--------------------------------------

            Effective January 1, 1996, the Company commenced paying non-employee
Directors  fees equal to $1,000 per  meeting  attended  in person,  and $500 per
meeting attended by telephone.

                                       -5-
<PAGE>

            In addition,  upon the initial election and upon each re-election of
an outside Director to serve a term as a Director of the Company,  such Director
is entitled  under the Company's 1994 Stock Option Plan, to be granted an option
to purchase 5,000 shares of Common Stock for each year of such term,  with 5,000
of such options to vest at the beginning of each year of such term provided that
the Director  continues to serve in such  capacity at the time of the  scheduled
vesting.  The  exercise  price of such  options is set at 85% of market value at
time of grant.  During the fiscal year ended December 31, 1996,  each of Messrs.
Barrington  and Chluski were granted  options to purchase 5,000 shares under the
Company's 1994 Stock Option Plan at an exercise price of $.425 per share (85% of
the market value at time of grant). As a further inducement to their agreeing to
serve on the Board, they were each granted additional options to purchase 37,500
shares  outside of the 1994 Stock Option Plan at an exercise  price of $.656 per
share (the market value at time of grant).  All such options are exercisable for
10 years.

ITEM 10.       EXECUTIVE COMPENSATION

            The  following   table  sets  forth  certain   summary   information
concerning  compensation with respect to each person who served as the Company's
Chief Executive  Officer during the fiscal year ended December 31, 1996 and each
of the Company's  executive  officers whose total cash compensation for the year
ended December 31, 1996 exceeded $100,000:

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE
                                           ANNUAL COMPENSATION              LONG-TERM COMPENSATION
                                           -------------------              ----------------------
                                                                          AWARDS           PAYOUTS
                                                                          ------           -------
  NAME AND                                                                SECURITIES
  PRINCIPAL                                                               UNDERLYING       ALL OTHER
  POSITION                         YEAR       SALARY $       BONUS $      OPTIONS(#)       COMPENSATION
  ---------                        ----       --------      --------      ----------       ------------
<S>                                <C>        <C>          <C>          <C>    
Jacqueline E. Soechtig (1)         1996       220,000      100,000             --                --
        President and Chief        1995       220,000       20,170             --                --
        Executive Officer          1994        54,347          --          375,000               --

Glenn W. Phillips(2)               1996       130,950       50,000             --                --
        Vice President - Sales     1995          --            --              --                --
        & Marketing                1994          --            --              --                --

James H. Moore, Jr. (3)            1996       100,000       50,000             --                --
        Vice President -           1995       100,000          --              --                --
        Operations, Assistant      1994          --            --              --                --
        Secretary
</TABLE>
--------------

(1)   Ms.  Soechtig has been employed by the Company since October 31, 1994. Ms.
      Soechtig's  annual  salary is  currently  $220,000.  During the year ended
      December 31, 1994,  Ms.  Soechtig  was awarded  stock  options to purchase
      375,000 shares of Common Stock, all of which are presently exercisable. In
      addition,  a $20,170 bonus payable in 1994 upon Ms. Soechtig's  employment
      with the Company was paid during 1995.
(2)   Mr.  Phillips has been employed by the Company since  January,  1996.  Mr.
      Phillips'  annual  salary is  currently  $150,000.  During  the year ended
      December 31, 1996, Mr. Phillips was awarded a bonus of $50,000.
(3)   Mr.  Moore has been  employed  by the Company  since  January,  1995.  Mr.
      Moore's  annual  salary  is  currently  $100,000.  During  the year  ended
      December 31, 1996, Mr. Moore was awarded a bonus of $50,000.

            No options were granted during the Company's 1996 fiscal year to the
current and former executive  officers named in the Summary  Compensation  Table
above.

            The following  table sets forth certain  information  concerning the
number of shares of Common Stock  acquired  upon the  exercise of stock  options
during the year ended December 31, 1996 by, and the number and value at December
31, 1996 of shares of Common Stock subject to  unexercised  options held by, the
individuals listed in the Summary Compensation Table.

                                       -6-
<PAGE>



<TABLE>
<CAPTION>
                                                               NUMBER OF                     VALUE OF
                                                         SECURITIES UNDERLYING              UNEXERCISED
                                                              UNEXERCISED                  IN-THE-MONEY
                                           VALUE              OPTIONS/SARS                 OPTIONS/SARS
                                          REALIZED           AT FY-END (#)                 AT FY-END ($)
NAME                   ON EXERCISE (#)     ($)(1)      EXERCISABLE/UNEXERCISABLE     EXERCISABLE/UNEXERCISABLE
----                   ---------------    --------     -------------------------     -------------------------
<S>                                                            <C>     <C>                      <C>
Jacqueline E. Soechtig       --              --                375,000/0                        0/0
</TABLE>
---------------------

(1)   Represents the closing bid price on the National Association of Securities
      Dealers  Automated  Quotation  System of the  underlying  shares of Common
      Stock on the date of exercise less the option exercise price.


EMPLOYMENT AGREEMENT
--------------------

            Jacqueline E. Soechtig, President and Chief Executive Officer of the
Company, is a party to an employment agreement with the Company, which commenced
on October 31, 1994 for a term of three years and is  automatically  renewed for
two years (unless  terminated by either party).  Ms.  Soechtig's  base salary of
$220,000  per annum.  Pursuant  to the  Agreement  and as a signing  bonus,  Ms.
Soechtig was paid  $20,170 and was granted  ten-year  stock  options to purchase
375,000  shares  of Common  Stock,  which are all  presently  exercisable  at an
exercise price of $2.00 per share. Ms. Soechtig was granted certain registration
rights  with  respect  to the  shares of  Common  Stock  underlying  all of such
options.

            No options were granted during the Company's 1996 fiscal year to the
current and former executive  officers named in the Summary  Compensation  Table
above.


ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

            The following  table sets forth certain  information as of April 28,
1997  regarding the  beneficial  ownership of shares of Common Stock by (I) each
person  (including  any "group" as that term is used in Section 13 (d)(3) of the
Securities  Exchange Act of 1934,  as amended) who is known by the Company to be
the  beneficial  owner of more than 5% of the  Common  Stock,  its only class of
voting securities (ii) each director and nominee,  (iii) each current and former
executive  officer  named  in  the  Summary  Compensation  table  herein  titled
"Executive  Compensation"  and (iv) all directors and executive  Officers of the
Company as a group.


NAME AND ADDRESS OF                AMOUNT AND NATURE
BENEFICIAL OWNER               OF BENEFICIAL OWNERSHIP(1)       Percent of Class
------------------------       --------------------------       ----------------
Jacqueline E. Soechtig                398,500(2)                    5.4%
c/o Lasergate Systems, Inc.
28050 U.S. 19 Highway North
Suite 502
Clearwater, FL 34621

Bruce D. Barrington                    92,500(3)(4)                 1.3%
c/o Lasergate Systems, Inc.
28050 U.S. 19 Highway North
Suite 502
Clearwater, FL 34621

John J. Chluski                        95,827(3)                    1.3%
C/O Lasergate Systems, Inc.
28050 U.S. 19 Highway North
Suite 502
Clearwater, FL 34621



                                       -7-

<PAGE>




NAME AND ADDRESS OF                AMOUNT AND NATURE
BENEFICIAL OWNER               OF BENEFICIAL OWNERSHIP(1)       Percent of Class
------------------------       --------------------------       ----------------

Frank W. Swacker                       15,000(5)                     *
c/o Lasergate Systems, Inc.
28050 U.S. 19 Highway North
Suite 502
Clearwater, FL 34616

James H. Moore                             16                        *
c/o Lasergate Systems, Inc.
28050 U.S. 19 Highway North
Suite 502
Clearwater, FL 34616

Glenn W. Phillips                           0                        *
c/o Lasergate Systems, Inc.
28050 U.S. 19 Highway North
Suite 502
Clearwater, FL 34616

Philip P. Signore                           0                        *
c/o Lasergate Systems, Inc.
28050 U.S. 19 Highway North
Suite 502
Clearwater, FL  34621

All directors and executive officers  601,843(6)                    8.2%
of the Company as a group
(9 PERSONS)

-------------------

*     LESS THAN 1%.

(1)   Unless otherwise noted, the Company believes that all persons named in the
      table have sole voting and investment  power with respect to all shares of
      Common Stock beneficially owned by them.

(2)   Includes  375,000 shares of Common Stock which Ms.  Soechtig has the right
      to acquire pursuant to presently  exercisable stock options.  

(3)   Includes  42,500  shares of Common Stock which each of Messrs.  Barrington
      and Chluski has the right to acquire  pursuant  to  presently  exercisable
      stock  options.  

(4)   Includes  50,000  shares of Common  Stock  which Mr.  Barrington  holds as
      trustee of a trust.  

(5)   Includes  10,000 shares of Common Stock which Mr. Swacker has the right to
      acquire  pursuant to presently  exercisable  stock  options.  

(6)   Includes  shares  of Common  Stock  which  such  directors  and  executive
      officers have the right to acquire pursuant to presently exercisable stock
      options.



ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

           None.



    

                                       -8-

<PAGE>



                                   SIGNATURES


            In  accordance  with  Section 13 or 15(d) of the  Exchange  Act, the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                                LASERGATE SYSTEMS, INC.


                                By: /s/  Philip P. Signore
                                   --------------------------
                                     Philip P. Signore
                                     Vice President, Chief Financial Officer

                                     April 30, 1997


                                       -9-