`U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB


(Mark One)

      /X/   Quarterly  report  under  Section  13 or  15(d)  of  the  Securities
            Exchange Act of 1934

                For the quarterly period ended September 30, 2003

      / /   Transition report under Section 13 or 15(d) of the Exchange Act

                For the transition period from                   to
                                               -----------------    ------------

                         Commission file number 0-13803


                            GATEWAY INDUSTRIES, INC.
                            ------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)


            DELAWARE                                   33-0637631
            --------                                   ----------
   (State or Other Jurisdiction of                    (IRS Employer
   Incorporation or Organization)                    Identification No.)


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

                                  212-758-3232
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)




    Shares of Issuer's Common Stock Outstanding at October 15, 2003:  4,192,105

    Transitional Small Business Disclosure Format:  Yes / /   No  /X/






                                      INDEX


Part I - Financial Information                                       Page Number
------------------------------                                       -----------

Item 1.   Condensed Consolidated Financial Statements (Unaudited):

          Condensed Consolidated Balance Sheets
          September 30, 2003 and December 31, 2002................        2

          Condensed Consolidated Statements
          of Operations - Three Months Ended
          September 30, 2003 and 2002.............................        3

          Condensed Consolidated Statements
          of Operations - Nine Months Ended
          September 30, 2003 and 2002.............................        4

          Condensed Consolidated Statements
          of Cash Flows - Nine Months Ended
          September 30, 2003 and 2002.............................        5

          Notes to Condensed Consolidated Financial Statements.....       6

Item 2.   Management's Discussion and Analysis or Plan of
          Operation...............................................       11

Item 3.   Controls and Procedures.................................       16


Part II - Other Information
---------------------------


Item 2.   Changes in Securities and Use of Proceeds...............       17

Item 6.   Exhibits and Reports on Form 8-K........................       18

          Signatures..............................................       19

                                       1




Part I.     Financial Information
            ---------------------
Item 1.     Condensed Consolidated Financial Statements
            -------------------------------------------
                      CONDENSED CONSOLIDATED BALANCE SHEETS


                      ASSETS                                    September 30, 2003  December 31, 2002
                                                                    (Unaudited)

     Cash and cash equivalents                                      $  1,129,454      $  1,844,512
     Marketable securities                                               207,419              --
     Accounts receivable, net                                          1,124,987           800,766
     Prepaid expenses                                                    137,527            94,652
     Other current assets                                                 36,776            45,584
                                                                    ------------      ------------

            Total current assets                                       2,636,163         2,785,514

     Fixed assets, net                                                   375,382           379,050

     Software, net                                                       160,860           165,066
     Goodwill, net                                                     2,751,288         2,751,288
     Security deposits                                                    25,154            18,857
                                                                    ------------      ------------

             Total assets                                           $  5,948,847      $  6,099,775
                                                                    ============      ============

               Liabilities and Shareholders' Equity

Liabilities
     Accounts payable and accrued expenses                          $    501,922      $    278,308
     Deferred income                                                     224,682           227,537
     Customer deposits                                                    81,882            40,958
     Current portion, capital lease                                       46,670            10,010
                                                                    ------------      ------------

            Total current liabilities                                    855,156           556,813

     Capital lease obligation                                             73,913            16,165
                                                                    ------------      ------------

            Total liabilities                                            929,069           572,978
                                                                    ------------      ------------

Shareholders' equity
     Preferred stock, $.10 par value; 1,000,000 shares
         authorized; no shares issued and outstanding                       --                --
     Common stock, $.001 par value; 10,000,000 shares
         authorized; 4,192,105 shares issued and outstanding at
         September 30, 2003 and 4,192,000 shares
         issued and outstanding at December 31, 2002                       4,192             4,192
     Capital in excess of par value                                   10,999,746        10,999,746
     Accumulated deficit                                              (5,984,160)       (5,477,141)
                                                                    ------------      ------------

            Total shareholders' equity                                 5,019,778         5,526,797
                                                                    ------------      ------------

            Total liabilities and shareholders' equity              $  5,948,847      $  6,099,775
                                                                    ============      ============

        The accompanying notes are an integral part of these statements.

                                       2




                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                       For the Three Months
                                                        Ended September 30,
                                                       2003              2002
                                                       ----              ----
Revenues                                           $ 1,612,493      $ 1,418,896
                                                   -----------      -----------

Costs and expenses
      Fulfillment and materials                        258,608          127,649
      Personnel costs                                1,044,010          870,910
      Selling, general and administrative              426,953          330,648
                                                   -----------      -----------

               Total costs and expenses              1,729,571        1,329,207
                                                   -----------      -----------

Operating(loss) income                                (117,078)          89,689
                                                   -----------      -----------

Other income (expense)
     Interest                                            1,307            7,274
     Other income (expense), net                           257           (3,691)
                                                   -----------      -----------

     Total other income                                  1,564            3,583
                                                   -----------      -----------


Net (loss) income                                  $  (115,514)     $    93,272
                                                   ===========      ===========

Net (loss) income per share - basic                $      (.03)     $       .02
                                                   ===========      ===========

Net (loss) income per share - diluted              $      (.03)     $       .02
                                                   ===========      ===========


Weighted average shares outstanding  - basic         4,192,105        4,192,024
                                                   ===========      ===========


Weighted average shares outstanding  - diluted       4,192,105        4,192,024
                                                   ===========      ===========



        The accompanying notes are an integral part of these statements.

                                       3





                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                       For the Nine Months
                                                       Ended September 30,
                                                      2003             2002
                                                      ----             ----
Revenues                                          $ 4,679,012      $ 4,242,514
                                                  -----------      -----------

Costs and expenses
      Fulfillment and materials                       672,541          436,561
      Personnel costs                               3,164,578        2,615,547
      Selling, general and administrative           1,348,151        1,086,363
                                                  -----------      -----------

               Total costs and expenses             5,185,270        4,138,471
                                                  -----------      -----------

Operating (loss) income                              (506,258)         104,043
                                                  -----------      -----------

Other income (expense)
     Interest                                           6,463           22,446
     Other (expense), net                              (7,224)         (10,919)
                                                  -----------      -----------

     Total other (expense) income                        (761)          11,527
                                                  -----------      -----------


Net (loss) income                                 $  (507,019)     $   115,570
                                                  ===========      ===========

Net (loss) income per share - basic               $      (.12)     $       .03
                                                  ===========      ===========

Net (loss) income per share -diluted              $      (.12)     $       .03
                                                  ===========      ===========


Weighted average shares outstanding - basic         4,192,105        4,192,024
                                                  ===========      ===========


Weighted average shares outstanding - diluted       4,192,105        4,192,024
                                                  ===========      ===========


        The accompanying notes are an integral part of these statements.

                                       4





                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                                                                       For the Nine Months
                                                                                       Ended September 30,
                                                                                      2003            2002
                                                                                      ----            ----
Cash flows from operating activities:
      Net (loss) income                                                         $  (507,019)     $   115,570
            Adjustments to reconcile net (loss) income to
            net cash used in operating activities:
      Depreciation                                                                  112,632           87,060
      Amortization of software costs                                                 66,261           53,190
            Changes in assets and liabilities net of assets and liabilities
            acquired:
            Accounts receivable                                                    (324,221)           6,654
            Prepaid expenses and other                                              (21,122)         (14,354)
            Security deposit                                                         (6,297)            --
            Marketable securities                                                  (207,419)            --
            Accounts payable                                                        223,614         (346,746)
            Deferred income                                                          (2,855)         (43,448)
            Customer deposits                                                        40,924          (27,055)
                                                                                -----------      -----------

                  Net cash used in operating activities                            (625,502)        (169,129)
                                                                                -----------      -----------

Cash flows from investing activities:

            Purchase of property, plant, and equipment                              (68,232)         (72,201)
                                                                                -----------      -----------

            Net cash used in investing activities                                   (68,232)         (72,201)
                                                                                -----------      -----------

Cash flows from financing activities:

            Payments of obligation on capital lease                                 (21,324)          (8,261)
                                                                                -----------      -----------

      Net cash used in financing activities                                         (21,324)          (8,261)
                                                                                -----------      -----------

      Net decrease in cash and cash equivalents                                    (715,058)        (249,591)
      Cash and cash equivalents at beginning of period                            1,844,512        2,041,315
                                                                                -----------      -----------
      Cash and cash equivalents at end of period                                $ 1,129,454      $ 1,791,724
                                                                                ===========      ===========

Supplemental cash flow information:
Cash paid during the year for
      Income taxes                                                              $    21,959      $    12,450
      Interest expense                                                          $     8,895      $    10,919

Supplemental information:
Oaktree acquired $101,749 of assets under capital leases in 2003 and $4,770 in
2002.

        The accompanying notes are an integral part of these statements.

                                       5





              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2003
                                   (Unaudited)
NOTE  1.    GENERAL

            The  accompanying   unaudited   condensed   consolidated   financial
statements have been prepared in accordance with generally  accepted  accounting
principles for interim  financial  information  and with the instruction to Form
10-QSB and Item 310 of Regulation S-B.  Accordingly,  they do not include all of
the  information  and  footnotes  required  by  generally  accepted   accounting
principles for complete financial statements. In the opinion of management,  the
accompanying  unaudited  interim  financial  statements  include all adjustments
(consisting only of normal recurring accruals)  considered  necessary for a fair
presentation.  Results  for the nine  months  ended  September  30, 2003 are not
necessarily  indicative of the results that may be expected either for any other
quarter in the year  ending  December  31,  2003 or for the entire  year  ending
December 31, 2003. For further information,  refer to the consolidated financial
statements and footnotes thereto included in the Company's Annual Report on Form
10-KSB for the year ended December 31, 2002.

NOTE  2.    OPERATIONS

            Gateway  Industries,   Inc.  (the  "Company")  was  incorporated  in
Delaware  in July  1994 and  acquired  all of the  outstanding  common  stock of
Oaktree Systems,  Inc.  ("Oaktree") in March 2000.  Oaktree  provides  real-time
database  development  consolidation and management  services,  such as database
marketing,  product fulfillment,  subscription fulfillment,  web site design and
maintenance  to  customers.   Such  customers  are  principally   not-for-profit
entities, health care providers and publishers throughout the United States.

            The Company had no full time  employees from December 1996 until the
acquisition  of Oaktree.  The Company's  officers and Steel  Partners,  Ltd. (an
entity  controlled by the Company's  Chairman)  devote  significant  time to the
Company's administration and exploring potential acquisitions and other business
opportunities.

NOTE  3.    NET (LOSS) INCOME PER SHARE

            Net  (loss)  income  per share  was  calculated  using the  weighted
average number of common shares outstanding. For the nine months ended September
30, 2003 and 2002,  stock options  excluded from the calculation of diluted loss
per share were 1,069,000 and 592,500,  respectively,  as their effect would have
been antidilutive. For the three months ended September 30, 2003 and 2002, stock
options  excluded from the  calculation of diluted loss per share were 1,069,000
and  592,500,  respectively,  as their  effect  would  have  been  antidilutive.
Accordingly,  basic  and  diluted  income  per share is the same for each of the
three month and nine month periods ended September 30, 2003 and 2002.

NOTE 4.     MARKETABLE SECURITIES

            Marketable  securities held by the Company are classified as trading
securities and are recorded at fair market value. Unrealized gains and losses on
trading securities are included in other income (expense).

                                       6





NOTE  5.    RECENT ACCOUNTING PRONOUNCEMENTS

            In April 2002,  the Financial  Accounting  Standards  Board ("FASB")
issued Statement of Financial  Accounting  Standards No.145,  RESCISSION OF FASB
STATEMENTS NO. 4, 44, AND 64,  AMENDMENT OF FASB STATEMENT NO. 13, AND TECHNICAL
CORRECTIONS  SFAS 145. This  Statement  rescinds FASB Statement No. 4, REPORTING
GAINS  AND  LOSSES  FROM  EXTINGUISHMENT  OF  DEBT,  and an  amendment  of  that
Statement,  FASB  Statement  No.  64,  EXTINGUISHMENTS  OF DEBT MADE TO  SATISFY
SINKING-FUND  REQUIREMENTS.  This Statement also rescinds FASB Statement No. 44,
ACCOUNTING FOR INTANGIBLE  ASSETS OF MOTOR CARRIERS.  This Statement amends FASB
Statement No. 13, Accounting for Leases,  to eliminate an inconsistency  between
the  required  accounting  for  sale-leaseback  transactions  and  the  required
accounting for certain lease  modifications  that have economic effects that are
similar  to  sale-leaseback  transactions.  This  Statement  also  amends  other
existing  authoritative  pronouncements to make various  technical  corrections,
clarify  meanings,  or describe their  applicability  under changed  conditions.
Effective  January 1, 2003, the Company adopted the provisions of SFAS 145 which
did not have a  material  impact  on the  results  of  operations  or  financial
position of the Company for the nine months ended September 30, 2003.

            In July 2002,  the FASB issued  Statement  No. 146,  ACCOUNTING  FOR
COSTS  ASSOCIATED  WITH EXIT OR DISPOSAL  ACTIVITIES  SFAS 146.  This  Statement
addresses  financial  accounting and reporting for costs associated with exit or
disposal  activities and nullifies  Emerging  Issues Task Force (EITF) Issue No.
94-3, "Liability Recognition for Certain Employee Termination Benefits and Other
Costs  to  Exit  an   Activity   (including   Certain   Costs   Incurred   in  a
Restructuring)."  The principal difference between this Statement and Issue 94-3
relates to its requirements for recognition of a liability for a cost associated
with an exit or disposal activity.  This Statement requires that a liability for
a cost  associated  with an exit or  disposal  activity be  recognized  when the
liability is incurred. Under Issue 94-3, a liability for an exit cost as defined
in Issue 94-3 was  recognized  at the date of an entity's  commitment to an exit
plan.  The  provisions  of this  Statement  are  effective  for exit or disposal
activities  initiated  after December 31, 2002.  Effective  January 1, 2003, the
Company  adopted the provisions of SFAS 146 which did not have a material impact
on the results of operations  or financial  position of the Company for the nine
months ended September 30, 2003.

            In November 2002, the FASB issued Interpretation No. 45, "GUARANTORS
ACCOUNTING  AND  DISCLOSURE  REQUIREMENTS  FOR  GUARANTEES,  INCLUDING  INDIRECT
GUARANTEES OF  INDEBTEDNESS  OF OTHERS" ("FIN 45"). FIN 45 requires that certain
guarantees  be initially  recorded at fair value,  which is  different  from the
general  current  practice of recording a liability only when a loss is probable
and reasonably  estimable.  FIN 45 also requires a guarantor to make significant
new disclosures for virtually all guarantees. The Company adopted the disclosure
requirements  under FIN 45 for the quarter  ended March 31, 2003 and has adopted
the initial  recognition and initial  measurement  provisions for any guarantees
issued or modified  after March 31, 2003.  The adoption of FIN 45 did not have a
material  impact on the  results of  operations  or  financial  position  of the
Company for the nine months ended September 30, 2003.

            On December 31, 2002, the FASB issued SFAS No. 148,  "ACCOUNTING FOR
STOCK  BASED  COMPENSATION  TRANSITION  AND  DISCLOSURE,  SFAS 148  AMENDS  FASB
STATEMENT  NO.  123,  ACCOUNTING  FOR  STOCK-BASED  COMPENSATION",   to  provide
alternative  methods of transition to SFAS 123's fair value method of accounting
for  stock-based  employee  compensation.  SFAS 148 also  amends the  disclosure
provisions of SFAS 123 and APB Opinion No. 28, INTERIM FINANCIAL  REPORTING,  to
require  disclosure  in the summary of  significant  accounting  policies of the
effects of an entity's  accounting  policy with respect to stock-based  employee
compensation on reported net income and earnings per share in annual and interim

                                       7





financial  statements.  While  SFAS  148  does not  amend  SFAS  123 to  require
companies to account for employee stock options using the fair value method, the
disclosure  provisions  of  SFAS  148  are  applicable  to  all  companies  with
stock-based  employee  compensation,  regardless of whether they account for the
compensation  using the fair  value  method of SFAS 123 or the  intrinsic  value
method of APB Opinion 25. The Company adopted the required disclosure provisions
of SFAS 148. See Note 6.

            In  January   2003,   the  FASB   issued   interpretation   No.  46,
"CONSOLIDATION  OF VARIABLE INTEREST ENTITIES - AN INTERPRETATION OF ARB NO. 51"
("FIN 46"), which addresses  consolidation of variable interest entities. FIN 46
expands  the  criteria  for  consideration  in  determining  whether a  variable
interest  entity  should be  consolidated  by a business  entity,  and  requires
existing  unconsolidated  variable interest entities (which include, but are not
limited to, Special  Purpose  Entities,  or SPE's) to be  consolidated  by their
primary  beneficiaries  if the entities do not effectively  disburse risks among
parties involved.  This interpretation  applies immediately to variable interest
entities created after January 31, 2003, and variable interest entities in which
an  enterprise  obtains an  interest  after  that date.  It applies in the first
fiscal  year or interim  period  beginning  after  June 15,  2003,  to  variable
interest  entities  in which an  enterprise  holds a variable  interest  that it
acquired before February 1, 2003. The adoption of FIN 46 did not have a material
impact on the results of operations or financial position of the Company for the
nine months ended September 30, 2003.

            In April 2003, the FASB issued SFAS No. 149, "AMENDMENT OF STATEMENT
133 ON DERIVATIVE  INSTRUMENTS AND HEDGING  ACTIVITIES."  SFAS 149 was issued to
amend and clarify financial accounting and reporting for derivative  instruments
and hedging activities under SFAS 133, Accounting for Derivative Instruments and
Hedging   Activities.   Specifically,   this  Standard   clarifies   under  what
circumstances a contract with an initial net investment meets the characteristic
of  a  derivative  and  when  a  derivative  contains  a  financing   component.
Additionally,  SFAS 149 amends the  definition of an underlying to conform it to
language  used  in  FASB  Interpretation  No.  45,  GUARANTOR'S  ACCOUNTING  AND
DISCLOSURE  REQUIREMENTS  FOR  GUARANTEES,   INCLUDING  INDIRECT  GUARANTEES  OF
INDEBTEDNESS OF OTHERS, and amends certain other existing  pronouncements.  SFAS
149 is effective for contracts  entered into or modified  subsequent to June 30,
2003 and hedging  relationships  designated  subsequent  to June 30,  2003.  The
provisions  of this  Standard are to be applied  prospectively.  The adoption of
SFAS  149 did not  have a  material  impact  on the  results  of  operations  or
financial position of the Company for the nine months ended September 30, 2003.

            In May 2003,  the FASB  issued  SFAS 150,  "ACCOUNTING  FOR  CERTAIN
FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY." SFAS
150 requires that certain financial  instruments,  which under previous guidance
were  accounted  for as equity,  must now be accounted for as  liabilities.  The
Standard requires that certain freestanding  financial instruments be classified
as  liabilities,   including  mandatorily   redeemable  financial   instruments,
obligations to repurchase the issuer's equity shares by transferring  assets and
certain  obligations to issue a variable number of shares. SFAS 150 is effective
for financial  instruments  entered into or modified subsequent to May 31, 2003,
and  otherwise  is  effective  at the  beginning  of the  first  interim  period
beginning  after  June  15,  2003.  It is to be  implemented  by  reporting  the
cumulative  effect  of  a  change  in  an  accounting  principle  for  financial
instruments created before the issuance date of the Statement and still existing
at the beginning of the interim period of adoption.  Effective July 1, 2003, the
Company  adopted the provisions of SFAS 150 which did not have a material impact
on the results of operations  or financial  position of the Company for the nine
months ended September 30, 2003.

                                       8





NOTE  6.    STOCK-BASED COMPENSATION

            In December 2002, the FASB issued SFAS No. 148, ACCOUNTING FOR STOCK
BASED  COMPENSATION-TRANSITION  AND  DISCLOSURE-AN  AMENDMENT OF SFAS 123, which
provided  alternative methods for a voluntary change to the fair value method of
accounting  for  stock-based  employee  compensation  and amends the  disclosure
requirements of SFAS 123. The Company has elected to continue to account for its
stock-based  employee  compensation  plans under APB Opinion 25 ("APB No.  25"),
ACCOUNTING  FOR STOCK  ISSUED TO  EMPLOYEES,  and related  interpretations.  The
following disclosures are provided in accordance with SFAS 148.

            As permitted by FASB Statement of Financial Accounting Standards No.
123 ("SFAS No. 123"), "ACCOUNTING FOR STOCK-BASED COMPENSATION," the Company has
elected to follow APB No. 25 and related  interpretations  in accounting for its
employee  stock  option  plans.  Under APB No.  25, no  compensation  expense is
recognized  at the  time of  option  grant  because  the  exercise  price of the
Company's  employee  stock option equals the fair market value of the underlying
common stock on the date of grant.

            The exercise  price of all other options  equals the market price of
the Company's  common stock on the date of grant.  Accordingly,  no compensation
cost has been  recognized  for the Company's  employee  stock option plans.  Had
compensation  cost for such plans been determined based on the fair value of the
options  at the grant  dates  consistent  with the method of SFAS No.  123,  the
Company's net earnings and earnings per share would have been reduced to the pro
forma amounts indicated below.


             Nine months ended September 30,                    2003           2002
             ------------------------------------------------------------------------

             Actual net (loss) income                        $(507,019)      $115,570
             Pro forma net (loss) income                     $(522,880)      $100,801

             Actual net (loss) income per share
             Basic                                           $ (0.12)        $0.03
             Diluted                                         $ (0.12)        $0.03

             Pro forma net (loss) income per share
             Basic - Pro forma                               $ (0.12)        $0.02
             Diluted - Pro forma                             $ (0.12)        $0.02


             Three months ended September 30,                   2003           2002
             ------------------------------------------------------------------------

             Actual net (loss) income                        $(115,514)      $ 93,272
             Pro forma net (loss) income                     $(120,801)      $ 88,349

             Actual net (loss) income per share
             Basic                                           $ (0.03)        $0.02
             Diluted                                         $ (0.03)        $0.02

             Pro forma net (loss) income per share
             Basic - Pro forma                               $ (0.03)        $0.02
             Diluted - Pro forma                             $ (0.03)        $0.02

                                       9





            The fair  value of the above  stock-based  compensation  costs  were
determined using the  Black-Scholes  option  valuation model. The  Black-Scholes
option  valuation  model was developed  for use in estimating  the fair value of
traded options,  which have no vesting restrictions,  are fully transferable and
do not include a discount for large block trades. In addition,  option valuation
models require the input of highly subjective assumptions including the expected
stock price volatility, expected life of the option and other estimates. Because
the  Company's  employee  stock  options  have   characteristics   significantly
different from those of traded  options,  and because  changes of the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion,  the  existing  models do not  necessarily  provide a  reliable  single
measure of the fair value of its employee stock options.

NOTE  7.    WARRANTS ISSUED

            Effective  March 5, 2003,  the Company  granted Mayo  Foundation for
Medical  Education and Research ("Mayo") warrants dated July 1, 2003 to purchase
up to 100,000  shares and 50,000  shares,  respectively,  of common stock of the
Company  at an  exercise  price of $1.75 per  share,  subject  to the  following
conditions.  The warrants to purchase up to 100,000 shares become exercisable in
four equal annual  installments on July 1 of each year beginning July 1, 2004 as
long as the  Oaktree  subsidiary  and Mayo  continue  to be parties to a certain
Master  Services  Agreement  effective  November 15, 2002 (the "Master  Services
Agreement")  and  expire  June  30,  2008.  Each  annual   installment   becomes
exercisable only if subscriptions to any consumer health information publication
intended  for sale to the  general  public  produced by Mayo  ("Consumer  Health
Subscription  Business")  that are managed and  fulfilled  by Oaktree  under the
Master  Services  Agreement  account for at least ninety percent of Mayo's total
gross revenues derived from the Consumer Health Subscription Business during the
twelve-month  period preceding the applicable  installment date. The warrants to
purchase up to 50,000 shares become  exercisable  subject to the  achievement of
certain  revenue  goals by Oaktree from New Business (as defined in the warrant)
and expire  December  31,  2007.  The warrants  become  exercisable  as to fifty
percent of the shares if  cumulative  gross  revenues  from New Business for the
first time exceed  $1,000,000 for any calendar year  commencing  January 1, 2003
and ending December 31, 2006. The warrants become  exercisable as to one hundred
percent of the shares if  cumulative  gross  revenues  from New Business  exceed
$2,000,000 for any calendar year commencing  January 1, 2003 and ending December
31, 2006,  regardless  of whether any portion of the  warrants  was  exercisable
prior  thereto.  The issuance of the warrants  described in this  paragraph  was
deemed to be exempt  from  registration  under the  Securities  Act of 1933,  as
amended,  in reliance on Section 4(2) of the  Securities Act as a transaction by
an issuer not involving a public offering.

                                       10





ITEM  2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
            ---------------------------------------------------------

INTRODUCTION

            The Company  acquired  Oaktree on March 21, 2000 pursuant to a Stock
Purchase  Agreement.  The  purchase  price of  Oaktree  was  approximately  $4.1
million,  consisting of $2 million in cash,  the issuance of 600,000  restricted
shares  of Common  Stock of the  Company  and the  assumption  of  approximately
$650,000 of debt,  which was repaid at the closing  date,  plus certain fees and
expenses.

            Oaktree is a twenty one year-old  company  specializing in providing
cost  effective  marketing  solutions  to  organizations  needing  sophisticated
information  management tools. In the past, these systems were found principally
only  on  mainframe   and   minicomputer   systems.   Oaktree  has  developed  a
sophisticated PC based relational  database that provides unlimited capacity and
flexibility  to meet today's  demanding  informational  needs.  Oaktree has also
implemented  a  state-of-the-art   Data  Center  that  incorporates  the  latest
Client/Server based PC architecture.  Oaktree currently manages direct marketing
databases  for clients which  contain over 25 million  customers  that include a
related 100 million transactions.

            Oaktree  provides a full set of database  marketing  solutions  that
cover the full range of customer interaction. These entirely Web based solutions
allow our  customers to manage their  marketing  promotions  and the  supporting
operational systems from their desktops in a real-time mode. The Internet is the
preferred  medium for  providing  information  and reports to our  clients.  All
reports,  data  access  and the  status  of  production  jobs are  available  to
customers 24 hours a day,  seven days a week simply by accessing  their  desktop
browsers. With Oaktree providing a single source solution, all data will reflect
a real-time  status,  meaning  that reports  will  reflect  information  that is
accurate and up-to-date.  Multiple  levels of security  provide a high degree of
data integrity and protection.

            Oaktree's  proprietary,  integrated  database  allows  clients  with
e-commerce,  subscription,  product  fulfillment and  fundraising  businesses to
utilize  a  single,  customer  focused  database  to do all of  their  marketing
promotions and response  analysis.  Clients can track their businesses on a real
time basis and make immediate  decisions to adjust marketing  promotions  and/or
production  schedules.  The Company believes Oaktree's new Internet  initiatives
and the release of its  database  product  DB-Cultivator  will allow us to offer
better  expansion  of  services  to  existing   customers  and  should  generate
quarter-to-quarter growth.

            Management  believes  that the  competitive  landscape  continues to
favor  Oaktree's  PC Database  and  Internet  business  model.  Management  also
believes  that   customers  will  pursue   solutions   that  improve   operating
efficiencies  and  improve  income  potential.  Oaktree's  products  offer  both
opportunities at lower costs than traditional, mainframe competitors.

REVENUES AND EXPENSES

THREE MONTHS ENDED  SEPTEMBER 30, 2003 COMPARED TO THREE MONTHS ENDED  SEPTEMBER
30, 2002

            The Company had  revenues of  $1,612,493  for the three months ended
September  30, 2003 compared to $1,418,896  for the  comparable  period in 2002.
This  increase is primarily  due to increased  revenue  from the  Company's  new
Subscription Fulfillment Product, partially offset by decreases in higher margin
database revenues.

                                       11





            Fulfillment  and materials  costs were $258,608 for the three months
ended September 30, 2003 compared to $127,649 for the comparable period in 2002.
This increase was due primarily to the costs  associated with  outsourcing  some
ancillary  operations  related to the  Company's  new  Subscription  Fulfillment
Product to third party vendors.

            Personnel costs were $1,044,010 for the three months ended September
30, 2003 compared to $870,910 for the comparable  period in 2002.  This increase
was due primarily to costs  associated with the hiring of new industry  specific
management to position the Company for future growth.

            Selling,  general &  administrative  expenses  were $426,953 for the
three months ended  September 30, 2003  compared to $330,648 for the  comparable
period in 2002. This increase was due primarily to the costs associated with the
addition of a sales and marketing department in the second quarter of 2003.

            Interest  income & Other  income  (expense)  were  $1,307  and $257,
respectively,  for the three months ended  September 30, 2003 compared to $7,274
and ($3,691),  respectively,  for the comparable period in 2002. The decrease in
interest  income was primarily due to decreased  interest earned on cash held by
the Company.

            The Company had a net loss of $115,514  for the three  months  ended
September 30, 2003 compared to a net profit of $93,272 for the comparable period
in 2002. This decrease was due primarily to costs  associated with the hiring of
new  industry  specific  management,  the  addition  of a  sales  and  marketing
department  to reposition  the Company for future growth and decreased  revenues
from higher margin database services.

NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2002

            The Company had  revenues of  $4,679,012  for the nine months  ended
September 30, 2003 compared to $4,242,514 for the comparable period in 2002. The
increase  was  primarily  due  to  increased  revenue  from  the  Company's  new
Subscription Fulfillment Product, partially offset by decreases in higher margin
database revenues.

            Fulfillment  and  materials  costs were $672,541 for the nine months
ended September 30, 2003 compared to $436,561 for the comparable period in 2002.
This increase was due primarily to the cost  associated  with  outsourcing  some
ancillary  operations  related to the  Company's  new  Subscription  Fulfillment
Product to third party vendors.

            Personnel  costs were $3,164,578 for the nine months ended September
30, 2003 compared to $2,615,547 for the comparable period in 2002. This increase
was due primarily to costs  associated with the hiring of new industry  specific
management  and  expenses  incurred  as a  result  of a  reduction  in  existing
workforce.

            Selling,  general & administrative  expenses were $1,348,151 for the
nine months ended  September 30, 2003 compared to $1,086,363  for the comparable
period in 2002. This increase was due primarily to the costs associated with the
addition of a sales and marketing department in the second quarter of 2003.

            Interest   income  &  Other  (expense)  were  $6,463  and  ($7,224),
respectively,  for the nine months ended  September 30, 2003 compared to $22,446
and ($10,919),  respectively, for the comparable period in 2002. The decrease in

                                       12





interest  income was primarily due to decreased  interest earned on cash held by
the Company.

            The  Company had a net loss of  $507,019  for the nine months  ended
September  30,  2003  compared to a net profit of  $115,570  for the  comparable
period in 2002.  This decrease was primarily  due to costs  associated  with the
hiring  of new  industry  specific  management,  the  addition  of a  sales  and
marketing  department to reposition  the Company for future growth and decreased
revenues from higher margin database services.

LIQUIDITY AND CAPITAL RESOURCES

            The  Company's  cash  and cash  equivalents  totaled  $1,129,454  at
September 30, 2003 and  $1,844,512 at December 31, 2002.  The Company's cash and
cash equivalents decreased in the first nine months of 2003 due primarily to the
costs  associated  with the  hiring of new  industry  specific  management,  the
addition  of the new sales and  marketing  department,  expenses  incurred  as a
result  of a  reduction  in  existing  workforce  and an  increase  in  accounts
receivable of $324,221.  The Company  continues to seek an  acquisition or other
business  combination;  although  no  definitive  agreements,   arrangements  or
understandings  have been  reached.  Management  believes  its cash  position is
sufficient  to cover  administrative  expenses and current  obligations  for the
foreseeable future.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

======================================================================================================================
                                        Payments Due by Period
Contractual Cash Obligations            Total        Less than 1 year   1-3 years       4 - 5 years      After 5 years
Long Term Debt                          0
Capital Lease Obligations               $ 141,174    $ 56,648           $ 84,526
Operating Leases                        $ 459,991    $225,100           $234,891
Unconditional Purchase Obligations      0
Other Long Term Obligations             0
Total Contractual Cash Obligations      $ 601,165    $281,748           $319,417
======================================================================================================================

CRITICAL ACCOUNTING POLICIES
RECENT ACCOUNTING PRONOUNCEMENTS

            In April 2002,  the FASB issued  Statement of  Financial  Accounting
Standards No. 145, RESCISSION OF FASB STATEMENTS NO. 4, 44, AND 64, AMENDMENT OF
FASB STATEMENT NO. 13, AND TECHNICAL  CORRECTIONS  ("SFAS 145").  This Statement
rescinds FASB Statement No. 4, REPORTING GAINS AND LOSSES FROM EXTINGUISHMENT OF
DEBT, and an amendment of that Statement, FASB Statement No. 64, EXTINGUISHMENTS
OF DEBT MADE TO SATISFY SINKING-FUND REQUIREMENTS.  This Statement also rescinds
FASB Statement No. 44, ACCOUNTING FOR INTANGIBLE ASSETS OF MOTOR CARRIERS.  This
Statement amends FASB Statement No. 13,  ACCOUNTING FOR LEASES,  to eliminate an
inconsistency  between the required  accounting for sale-leaseback  transactions
and the required  accounting for certain lease  modifications that have economic
effects that are similar to  sale-leaseback  transactions.  This  Statement also
amends other existing  authoritative  pronouncements  to make various  technical
corrections,  clarify meanings,  or describe their  applicability  under changed
conditions.  Effective  January 1, 2003,  the Company  adopted the provisions of

                                       13





SFAS 145 which did not have a material  impact on the results of  operations  or
financial position of the Company for the nine months ended September 30, 2003.

            In July 2002, the FASB issued Statement No.146, ACCOUNTING FOR COSTS
ASSOCIATED WITH EXIT OR DISPOSAL  ACTIVITIES SFAS 146. This Statement  addresses
financial  accounting and reporting for costs  associated  with exit or disposal
activities  and  nullifies  Emerging  Issues Task Force  (EITF)  Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)."  The
principal  difference  between  this  Statement  and Issue  94-3  relates to its
requirements  for  recognition of a liability for a cost associated with an exit
or disposal  activity.  This  Statement  requires  that a  liability  for a cost
associated with an exit or disposal activity be recognized when the liability is
incurred.  Under  Issue 94-3,  a liability  for an exit cost as defined in Issue
94-3 was  recognized at the date of an entity's  commitment to an exit plan. The
provisions of this Statement are effective for exit or disposal  activities that
are initiated  after December 31, 2002.  Effective  January 1, 2003, the Company
adopted the  provisions of SFAS 146 which did not have a material  impact on the
results of operations  or financial  position of the Company for the nine months
ended September 30, 2003.

            In November 2002, the FASB issued Interpretation No. 45, "GUARANTORS
ACCOUNTING  AND  DISCLOSURE  REQUIREMENTS  FOR  GUARANTEES,  INCLUDING  INDIRECT
GUARANTEES OF  INDEBTEDNESS  OF OTHERS" ("FIN 45"). FIN 45 requires that certain
guarantees  be initially  recorded at fair value,  which is  different  from the
general  current  practice of recording a liability only when a loss is probable
and reasonably  estimable.  FIN 45 also requires a guarantor to make significant
new disclosures for virtually all guarantees. The Company adopted the disclosure
requirements  under FIN 45 for the quarter  ended March 31, 2003 and has adopted
the initial  recognition and initial  measurement  provisions for any guarantees
issued or modified  after March 31, 2003.  The adoption of FIN 45 did not have a
material  impact on the  results of  operations  or  financial  position  of the
Company for the nine months ended September 30, 2003.

            On December 31, 2002,  the FASB issued SFAS No. 148,  ACCOUNTING FOR
STOCK  BASED  COMPENSATION  TRANSITION  AND  DISCLOSURE,  SFAS 148  AMENDS  FASB
STATEMENT  NO.  123,  ACCOUNTING  FOR  STOCK-BASED   COMPENSATION,   to  provide
alternative  methods of transition to SFAS 123's fair value method of accounting
for  stock-based  employee  compensation.  SFAS 148 also  amends the  disclosure
provisions of SFAS 123 and APB Opinion No. 28, INTERIM FINANCIAL  REPORTING,  to
require  disclosure  in the summary of  significant  accounting  policies of the
effects of an entity's  accounting  policy with respect to stock-based  employee
compensation on reported net income and earnings per share in annual and interim
financial  statements.  While  SFAS  148  does not  amend  SFAS  123 to  require
companies to account for employee stock options using the fair value method, the
disclosure  provisions  of  SFAS  148  are  applicable  to  all  companies  with
stock-based  employee  compensation,  regardless of whether they account for the
compensation  using the fair  value  method of SFAS 123 or the  intrinsic  value
method of APB Opinion 25. The Company adopted the required disclosure provisions
of SFAS No. 148. See Note 6.

                                       14




            In  January   2003,   the  FASB   issued   interpretation   No.  46,
"CONSOLIDATION  OF VARIABLE INTEREST ENTITIES - AN INTERPRETATION OF ARB NO. 51"
("FIN 46"), which addresses  consolidation of variable interest entities. FIN 46
expands  the  criteria  for  consideration  in  determining  whether a  variable
interest  entity  should be  consolidated  by a business  entity,  and  requires
existing  unconsolidated  variable interest entities (which include, but are not
limited to, Special  Purpose  Entities,  or SPE's) to be  consolidated  by their
primary  beneficiaries  if the entities do not effectively  disburse risks among
parties involved.  This interpretation  applies immediately to variable interest
entities created after January 31, 2003, and variable interest entities in which
an  enterprise  obtains an  interest  after  that date.  It applies in the first
fiscal  year or interim  period  beginning  after  June 15,  2003,  to  variable
interest  entities  in which an  enterprise  holds a variable  interest  that it
acquired before February 1, 2003. The adoption of FIN 46 did not have a material
impact on the results of operations or financial position of the Company for the
nine months ended September 30, 2003.

            In April 2003, the FASB issued SFAS No. 149, "AMENDMENT OF STATEMENT
133 ON DERIVATIVE  INSTRUMENTS AND HEDGING  ACTIVITIES."  SFAS 149 was issued to
amend and clarify financial accounting and reporting for derivative  instruments
and hedging activities under SFAS 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND
HEDGING   ACTIVITIES.   Specifically,   this  Standard   clarifies   under  what
circumstances a contract with an initial net investment meets the characteristic
of  a  derivative  and  when  a  derivative  contains  a  financing   component.
Additionally,  SFAS 149 amends the  definition of an underlying to conform it to
language  used  in  FASB  Interpretation  No.  45,  GUARANTOR'S  ACCOUNTING  AND
DISCLOSURE  REQUIREMENTS  FOR  GUARANTEES,   INCLUDING  INDIRECT  GUARANTEES  OF
INDEBTEDNESS OF OTHERS, and amends certain other existing  pronouncements.  SFAS
149 is effective for contracts  entered into or modified  subsequent to June 30,
2003 and hedging  relationships  designated  subsequent  to June 30,  2003.  The
provisions  of this  Standard are to be applied  prospectively.  The adoption of
SFAS  149 did not  have a  material  impact  on the  results  of  operations  or
financial position of the Company for the nine months ended September 30, 2003.

            In May 2003, the FASB issued SFAS No. 150,  "ACCOUNTING  FOR CERTAIN
FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY." SFAS
150 requires that certain financial  instruments,  which under previous guidance
were  accounted  for as equity,  must now be accounted for as  liabilities.  The
Standard requires that certain freestanding  financial instruments be classified
as  liabilities,   including  mandatorily   redeemable  financial   instruments,
obligations to repurchase the issuer's equity shares by transferring  assets and
certain  obligations to issue a variable number of shares. SFAS 150 is effective
for financial  instruments  entered into or modified subsequent to May 31, 2003,
and  otherwise  is  effective  at the  beginning  of the  first  interim  period
beginning  after  June  15,  2003.  It is to be  implemented  by  reporting  the
cumulative  effect  of  a  change  in  an  accounting  principle  for  financial
instruments created before the issuance date of the Statement and still existing
at the beginning of the interim period of adoption.  Effective July 1, 2003, the
Company  adopted the provisions of SFAS 150 which did not have a material impact
on the results of operations  or financial  position of the Company for the nine
months ended September 30, 2003.

                                       15





ITEM 3.     CONTROLS AND PROCEDURES
            -----------------------

      (a)   Evaluation of disclosure controls and procedures

            As of the end of the period  covered  by this  report,  the  Company
carried out an evaluation,  under the supervision and with the  participation of
the Company's  management,  including the Company's Chief Executive  Officer and
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's  disclosure controls and procedures.  Based upon that evaluation,  the
Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure  controls and  procedures  are  effective in timely  alerting them to
material  information  relating  to  the  Company  (including  its  consolidated
subsidiary) required to be included in the Company's periodic SEC filings.

      (b)   Changes in internal controls

            There were no significant changes in the Company's internal controls
or in other factors that could significantly affect these controls subsequent to
the date of their evaluation.

      (c)   Asset-Backed issuers

            Not applicable.


                                       16





PART II.    OTHER INFORMATION
            -----------------

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS
            -----------------------------------------

            Effective  March 5, 2003,  the Company  granted Mayo  Foundation for
Medical  Education and Research ("Mayo") warrants dated July 1, 2003 to purchase
up to 100,000  shares and 50,000  shares,  respectively,  of common stock of the
Company  at an  exercise  price of $1.75 per  share,  subject  to the  following
conditions.  The warrants to purchase up to 100,000 shares become exercisable in
four equal annual  installments on July 1 of each year beginning July 1, 2004 as
long as the  Oaktree  subsidiary  and Mayo  continue  to be parties to a certain
Master  Services  Agreement  effective  November 15, 2002 (the "Master  Services
Agreement")  and  expire  June  30,  2008.  Each  annual   installment   becomes
exercisable only if subscriptions to any consumer health information publication
intended  for sale to the  general  public  produced by Mayo  ("Consumer  Health
Subscription  Business")  that are managed and  fulfilled  by Oaktree  under the
Master  Services  Agreement  account for at least ninety percent of Mayo's total
gross revenues derived from the Consumer Health Subscription Business during the
twelve-month  period preceding the applicable  installment date. The warrants to
purchase up to 50,000 shares become  exercisable  subject to the  achievement of
certain  revenue  goals by Oaktree from New Business (as defined in the warrant)
and expire  December  31,  2007.  The warrants  become  exercisable  as to fifty
percent of the shares if  cumulative  gross  revenues  from New Business for the
first time exceed  $1,000,000 for any calendar year  commencing  January 1, 2003
and ending December 31, 2006. The warrants become  exercisable as to one hundred
percent of the shares if  cumulative  gross  revenues  from New Business  exceed
$2,000,000 for any calendar year commencing  January 1, 2003 and ending December
31, 2006,  regardless  of whether any portion of the  warrants  was  exercisable
prior  thereto.  The issuance of the warrants  described in this  paragraph  was
deemed to be exempt  from  registration  under the  Securities  Act of 1933,  as
amended,  in reliance on Section 4(2) of the  Securities Act as a transaction by
an issuer not involving a public  offering.  The warrants were filed as exhibits
to the Company's Form 10-QSB for the quarter ended June 30, 2003.

                                       17





ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K
              --------------------------------

       (a)    EXHIBITS

Exhibit No.   Description


31.1          Certification  of Chief Executive  Officer pursuant to Section 302
              of the Sarbanes-Oxley Act of 2002

31.2          Certification  of Chief Financial  Officer pursuant to Section 302
              of the Sarbanes-Oxley Act of 2002

32.1          Certification  of Chief Executive  Officer pursuant to Section 906
              of the Sarbanes-Oxley Act of 2002

32.2          Certification  of Chief Financial  Officer pursuant to Section 906
              of the Sarbanes-Oxley Act of 2002


       (b)    REPORTS ON FORM 8-K

              None

                                       18





                                   SIGNATURES
                                   ----------

            In  accordance  with  the  requirements  of the  Exchange  Act,  the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                    GATEWAY INDUSTRIES, INC.





                                    /s/ Maritza Ramirez
                                    --------------------------------
                                    Maritza Ramirez, Chief Financial Officer
                                    and duly authorized signatory


Date:  October 31, 2003

                                       19`