SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C. 20549

                                      FORM 10-QSB


       X    Quarterly  report pursuant to Section 13 or 15(d) of the Securities
            Exchange Act of 1934 for the quarterly period ended
            September 30, 1995.

            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 US 19 N, Suite 502, Clearwater, Florida  34621        
               (Address of principal executive office) (Zip Code)        

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



       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  ___ 

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

       Class                            Outstanding at September 30, 1995  

       Common stock $0.03 par value              3,023,013  <PAGE>



                        LASERGATE SYSTEMS, INC. AND SUBSIDIARIES

                  FORM 10-QSB FOR THE QUARTER ENDED SEPTEMBER 30, 1995

                                         INDEX

       Part I. FINANCIAL INFORMATION                              PAGE

               Item 1. Consolidated Financial Statements            3
                            
                        Consolidated Balance Sheets as of 
                       September 30,1995 (unaudited) and 
                        December 31, 1994                           3

                       Consolidated Statements of Operations        4
                       (unaudited) for the three months 
                       and the nine months ended 
                       September  30, 1995 and 1994                           

                       Consolidated Statements of Cash Flows        5
                       (unaudited) for the nine months ended 
                       September 30, 1995 and 1994                       

                       Notes to Financial Statements (unaudited)    6

             Item 2.   Management's Discussion and Analysis or      12
                       Plan of Operation

       Part II.        OTHER INFORMATION

            Item 6.   Exhibits and Reports on Form 8-K              15



























                                          -2-<PAGE>


                     Lasergate Systems, Inc. and Subsidiaries
                           CONSOLIDATED BALANCE SHEETS
                                      ASSETS

                                               September 30,   December 31,
                                                  1995            1994       
 Current assets 
                                              (Unaudited)   
    Cash and cash equivalents                  $    83,824      $   1,589,837
    Account receivable, net of allowance for
    doubtful accounts of $167,733 and $17,000      574,190            152,529
    Inventories                                    138,754            124,680
    Prepaid expenses                                99,248            116,948
                                               -----------      -------------
      Total current assets                         896,016          1,983,994

 Property and equipment                            224,318             96,993
 Systems and software costs                      1,487,500            529,558
 Other assets (including goodwill of 
   $2,648,273 and $536,919)                      3,084,881            868,286
                                               -----------      -------------
                                               $ 5,692,715      $   3,478,831
                                               ===========      =============


                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Current liabilities:
    Note payable, related party                    300,000               - 
    Notes payable, other:                            6,667             74,910
    Current portion of obligations under
      capital leases                                14,028               -
    Accounts payable, trade                        452,429            530,260
    Customer payment for future services           319,167             62,000
    Deferred revenue                               294,092               -
    Accrued expenses:
      Salaries and wages                            18,538             53,647
      Reinstallation                               259,684            281,075
      Other                                        155,223             58,447
                                               -----------          ---------
      Total current liabilities                  1,819,828          1,060,339

 Obligations under capital leases, less 
   current portion                                  23,039               -
 Note payable, related party                           -              200,000

 Promissory notes payable, shareholders, 
   with conversion features                      2,324,335               -
 Common stock subject to put options               210,000            210,000
 Obligations to issue common stock 
   and common stock options                        776,250            450,000

 Stockholders' equity:
    Preferred stock, $.03 par value, 2,000,000 
     shares authorized, 95,950 and 36,364 shares




                                       -3-<PAGE>


     of Series A issued and outstanding
     111,800 and -0- shares of Series B issued 
     and outstanding at September 30, 1995 and 
     December 31, 1994, respectively                 6,232              1,091
    Common stock, $.03 par value, 3,023,013 
     shares authorized, 3,023,013 and 2,913,680
     issued and outstanding at September 30, 1995
     and December 31, 1994 , respectively           90,691             87,412
    Additional paid-in capital                  11,333,978          9,258,563
    Less:  Common stock, $.03 par value,
     30,000 shares subject to put options         (210,000)          (210,000)
     Note receivable, shareholders                (559,000)              -
    Accumulated deficit                        (10,122,638)        (7,578,574)
                                               ------------     --------------
    Total stockholder's equity                     539,263          1,558,492
                                               ------------     --------------
                                               $ 5,692,715      $   3,478,831
                                               ============     ==============


                 See accompanying notes to financial statements.






































                                       -4-<PAGE>



                     Lasergate Systems, Inc. and Subsidiaries
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                Three months Ended       Nine Months Ended
                                  September 30,            September 30,
                               ------------------        -----------------
                                1995       1994       1995         1994 

 Revenues                   $ 777,895   $172,642     $2,268,344  $ 865,499

 Cost of goods sold           340,990     50,650      1,005,066    401,317
                             --------   --------     ----------  ---------
                            
 Gross Profit                 436,905    121,992      1,263,278    464,182
                            

 Selling, general and 
 administrative
 expenses                   1,261,935    392,705      3,769,878  1,208,396
                            ---------   --------     ----------  ---------
 Operating Loss              (825,030)  (270,713)    (2,506,600)  (744,214)

 Other expense
       interest expense         8,536     29,775         37,464     68,170
                            ---------   --------     ----------  ---------
 Loss before income taxes    (833,566)  (300,488)    (2,544,064)  (812,384)

 Income taxes                   -           -              -          -
                            ---------   --------     ----------  ---------
 NET LOSS                   ($833,566) ($300,488)  ($2,544,064) ($812,384)
                            ==========  ========     ==========  =========
                            

 Net loss per common share    ($0.28)   ($0.27)       ($0.84)     ($0.73)
                            ==========  ========     ==========  =========

 Weighted Average Common
    Stock Outstanding       3,023,013   1,107,702     3,023,013  1,107,248
                            
                            ==========  =========    ==========  =========






                   See accompanying notes to financial statements.










                                       -5-<PAGE>


                     Lasergate Systems, Inc. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                                                 
                                                                 
                                          Sept. 30, 1995   Sept. 30, 1994

 Cash flows from operating activities:
   Net loss                                  $ ( 2,544,064)  $ ( 812,384)
   Adjustments to reconcile net loss
     to cash used in operating activities:
   Depreciation and amortization                   440,003        79,437
   Increase (decrease) in allowance for
     doubtful accounts                             150,733       (6,855)
   Common stock issued principally for services       -          131,422
   Common stock issued for financing costs            -          100,000
   Obligations to issue options granted as
     compensation for services                     326,250           -
   Common stock issued for compensation                           64,033
   Decrease (increase) in:
     Accounts receivable, trade                   (572,394)     (115,137)
     Inventories                                    71,888      ( 79,342)
     Prepaid expenses                               38,911      ( 53,036)
     Other (principally related to
       prepaid insurance)                           40,009           -
   Increase (decrease) in:
     Accounts payable and accrued expenses       ( 172,543)    ( 153,252)
     Customer payment for future services          257,167     (  25,000)
     Deferred revenue                              294,092           -
                                                 ----------    ----------

     Net cash provided by (used in)
       operating activities                    ( 1,669,948)    ( 870,114)
                                               ------------    ----------

 Cash flows from investing activities:
   Additions to property and equipment            ( 82,666)      ( 6,366)
   Note receivable, stockholders                 ( 559,000)
   Repayment of advances to joint venture           29,657             
   Other                                              -             (160)
                                               ------------    ----------

       Net cash used in investing
         activities                               (612,009)       (6,526)

 Cash flows from financing activities:
   Proceeds from loans, related parties            859,505     1,144,505
   Repayment of loans, other                       (74,910)     (100,000)
   Repayment of loans, related parties                 -         (27,500)
   Repayment of obligations under capital leases   ( 8,651)         -
   Public/private placement costs                      -         (90,209)
                                               ------------    ----------
      Net cash provided by financing
        activities                                 775,944       926,796
                                               ------------    ----------

                                       -6-<PAGE>


     Net increase (decrease) in cash 
       and cash equivalents                     (1,506,013)       50,156

   Cash and cash equivalents, 
     beginning of period                         1,589,837        15,377
                                               ------------    ----------

   Cash and cash equivalents, 
     end of period                             $    83,824     $  65,533
                                               ============    ==========


                 See accompanying notes to financial statements.

                      












































                                       -7-<PAGE>
                  
                      LASERGATE SYSTEMS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
                                SEPTEMBER 30, 1995


 NOTE 1- BASIS OF PRESENTATION

 The interim consolidated financial statements of Lasergate Systems, Inc. (the
 "Company") are unaudited and should be read in conjunction with the
 consolidated financial statements and notes thereto in its Form 10-KSB for the
 year ended December 31, 1994. In the opinion of management, the accompanying
 consolidated financial statements (with all explanations contained in these
 Notes ) contain all adjustments necessary for a fair presentation of the
 results of operations for this interim period. Interim results are not
 necessarily indicative of the results for a full fiscal year.

 NOTE 2 - NET LOSS PER COMMON SHARE

 The net loss per common share amount is based on the weighted average number of
 common shares outstanding during the period.

 NOTE 3 - OPERATIONAL AND FUNDING MATTERS

 The information contained in Note 2 to the Company's 1994 Form 10-KSB remains
 current related to the status of certain of the Company's operational and
 funding matters and, accordingly, should be referred to in conjunction with
 this Form 10-QSB.  In addition, during October 1995, the Company completed a
 private placement with proceeds to the Company of approximately $1,820,000 
 which is net of approximately $300,000 of private placement costs.  (See Note
 10).

 NOTE 4-NOTES PAYABLE, RELATED PARTY


 On February 6, 1995, the Company  borrowed $559,505 as an unsecured cash
 advance from two former shareholders under a promissory note due October 1996,
 at an annual interest rate of 8%.

 On June  15, 1995, the Company borrowed $300,000 under a Convertible Secured
 Promissory Note due March 30, 1996, advanced from a former shareholder at an
 annual interest rate of 9.5%.

 On June 30, 1995, the Company issued 75,950 of its Series A Preferred Stock in
 satisfaction of $759,505 of such Notes Payable (See Note 8).

 NOTE 5-OPERATING LEASE

 In February 1995, the Company entered into an operating lease for its new
 office facility, as the lease term for the previous office and warehouse
 facilities expired. The lease term is for the period of March 1, 1995 to April
 30, 1999, with annual minimum rent as follows.

                      1995           $ 61,056
                      1996            116,144
                      1997            123,748
                      1998            148,418
                      1999             50,220

                                       -8-<PAGE>


                                     ---------
                                     $499,586
                                     =========


 NOTE 6-ACQUISITIONS OF BUSINESSES

 On December 22,  1994,  Lasergate Systems Canada Company, a wholly-owned
 subsidiary of the Company, acquired the capital stock of Delta Information
 Services, Inc. ("Delta"), a Canadian company, for an aggregate consideration of
 $1,200,000.  The purchase price consisted of $500,000 of cash and a promissory
 note of $700,000, convertible into 100,000 shares of the Company's unregistered
 (subject to the registration rights discussed below) and restricted $.03 par
 value common stock valued at $7.00 a share.  The common stock valuation
 reflected the agreed-upon price between the buyer and seller and was approved
 by  the Company's  Board of  Directors after giving effect to such factors as
 the restrictions on resale and the size of the block of common stock, etc.  The
 promissory note was immediately converted into common stock in December 1994. 
 In addition, the Company incurred approximately $63,656 in direct acquisition
 costs (principally legal and accounting fees).  At the date of acquisition,
 Delta had no tangible assets nor liabilities that were transferred to or
 assumed by the Company.  The sellers were granted certain registration rights
 for two years with respect to the shares of common stock issued and a put
 option to sell to the Company up to 10,000 of the shares of the Company's
 common stock at $7.00 per share each year for the next three years.  The put
 option, which has an aggregate value of $210,000, has been classified as common
 stock subject to put options in the consolidated balance sheets and represents
 the amount the Company would be required to pay if all the put options were
 exercised.  Additionally, one of the sellers agreed to act as a consultant to
 the Company for a one year fee of $70,000.

 On February 15, 1995, effective January 1, 1995, the Company acquired 
 substantially all of the assets of  GIS Systems Limited Partnership ("GIS"), a
 company formerly engaged in the business of design, integration, installation
 and sale of admission control and revenue accounting computer systems and
 software for the entertainment industry.  The purchase price for the
 acquisition was valued at approximately $3,700,000 and was based upon the 1994
 revenues of GIS, which were approximately equal to the value of the purchase
 price, the expected revenues of GIS and the sophistication and market potential
 of its products.  The purchase price consisted of 109,333 shares of the
 Company's common stock (par value $.03 a share), 111,800 shares of the
 Company's Series B Preferred Stock (par value $.03 a share).  The Company's
 promissory note in the principal amount of $591,000 (which may be paid by the
 issuance by  the Company of 118,200 shares of Series B Preferred Stock) and the
 Company's promissory note in the principal amount of $1,733,335 (which may be
 paid by  the issuance by  the Company of 346,667 shares of  Series C Preferred
 Stock).  In addition, the Company agreed to assume certain liabilities of GIS
 (aggregating $45,718) and loaned GIS $559,000 (see paragraph below).  Direct
 acquisition costs aggregating $82,744 (principally legal and accounting fees)
 were incurred in connection with the acquisition.  The promissory notes which
 are convertible into preferred stock derive their valuation from the underlying
 preferred stock.  The common stock valuation of $7.00 per share and the
 preferred stock valuation of $5.00 per share reflected the agreed-upon price
 between the buyer and sellers and was approved by  the Company's Board of





                                       -9-<PAGE>


 Directors after giving effect to such factors as the restrictions and the sizes
 of the blocks of common and preferred stock. 

 The loan of $559,000 to GIS evidenced by a promissory note is secured by
 111,800 shares of the Company's Series B Preferred Stock and is due March 31,
 1996.  The sellers have the option of returning preferred stock if the
 assignable call provision of $5.00 per share is not exercised.  Accordingly,
 the note receivable is presented as a reduction of stockholders equity. 

 The total purchase price of GIS was allocated based on fair value of net
 tangible assets acquired with the excess allocated to identifiable intangible
 components based on their individual estimated fair values, and the remainder
 was allocated to goodwill.




 Net tangible assets acquired consist of:                          

 Inventory                                           $85,962
 Prepaid expenses and other current assets            20,472
 Fixed assets                                         87,581
                                                    --------
                                                    $194,015
                                                    ========


 Intangible assets components consist of:            Estimated    Amortization
                                                     Useful Life      Method

 Systems and software costs            $1,200,000      6 years    Straight line
 Customer list and support contracts      300,000      6 years    Straight line
 Goodwill                               2,083,113     20 years    Straight line
                                       ----------
                                        3,583,113
                                       ----------
                                       $3,777,128
                                       ==========


 Since these transactions have been accounted for as purchases in accordance
 with APB No. 16 "Business Combinations," accordingly, the results of Delta's
 and GIS' operations have been included in the Company's consolidated financial
 statements from the date of acquisition.  The following are proforma results of
 operations for the three months ended September  30,  1994 and the nine months
 ended September 30, 1994 assuming the transactions were effective January 1,
 1994, after including the impact of certain adjustments such as consulting
 fees, amortization of intangibles and reduction of selling, general and
 administrative expenses (principally salaries and wages and rent to reflect
 personnel not transferred and lease space not assumed).









                                       -10-<PAGE>













                                                          
                                Three Months Ended September  30, 1994
                                                          
                                            (Unaudited)

                                                          
                                 Delta         GIS      Delta and GIS Combined
 

 Revenues                      $ 252,734    $1,024,326    $1,104,418
 Net Income (Loss)             $(337,508)   $( 283,211)   $ (320,231)
 Income (Loss) 
    per Common Share           $(0.26)      $( 0.23)      $(0.23)


                                                          
                                Nine Months Ended September  30, 1994
                                                          
                                            (Unaudited)

                                                          
                                 Delta        GIS       Delta and GIS Combined

 Revenues                      $ 1,143,937  $3,420,550    $3,698,988
 Net Income (Loss)             $(1,038,856) $ (760,558)   $ (987,030)
 Income (Loss) 
    per Common Share           $(0.80)      $( 0.63)      $(0.70)

 The proforma results are not necessarily indicative of what actually would have
 occurred if the acquisition had been in effect for the period presented.  In
 addition, they are not intended to be a projection of future results of
 operations.





 NOTE  7  - LEGAL PROCEEDINGS

 The Company's founder and former President and Chief Executive Officer, Donald
 Turner, has commenced an action against the Company in Florida state court. 
 Mr. Turner alleges, among other things, that he was wrongfully terminated from
 his employment and seeks damages which in the aggregate could exceed




                                       -11-<PAGE>


 $1,000,000.  The Company believes that Mr. Turner's suit is without merit and
 intends to vigorously defend the action.

 NOTE  8 - STOCKHOLDERS' EQUITY

 ISSUANCE OF PREFERRED STOCK

 Effective February 15, 1995, the Board of Directors  established two additional
 series of preferred stock:  Series B and Series C. The authorized number of
 Series B and Series C shares is 230,000 and 350,000, respectively. Holders of
 such shares have no voting rights and dividend rates may be fixed by the Board
 of Directors at its sole discretion. Both series are convertible into shares of
 the Company's common stock.

 Effective June 30, 1995, the Board of Directors rescinded the previously
 authorized  Series A Preferred Stock and designated a new Series A Preferred
 Stock in its place.  The authorized number of Series A shares is 200,000.  Such
 shares contain no voting rights and the shares bear cumulative dividends at the
 annual rate of 8% of the liquidation value.  The Series A shares are
 convertible into shares of the Company's Common Stock.

 In June 1995, the Company issued 95,950 shares of its newly designated Series A
 Preferred Stock to two former principal shareholders in satisfaction of
 $759,505 in promissory notes due October 1996 and in conversion of 36,364
 shares of previously designated Series A Preferred Stock.

 Effective August 1, 1995, the Board of Directors established another series of
 Preferred Stock designated as Series D.  The authorized number of Series D
 shares is 350,000.  Holders of such shares have no voting rights and dividend
 rates may be fixed by the Board of Directors at its sole discretion.  Series D
 Preferred Shares are convertible into shares of the Company's Common Stock.

 In October 1995, the Company completed a private placement of 208,600 shares of
 non-transferable  convertible Series D Preferred Stock (See Note 10).

 RESERVATION OF COMMON STOCK

 In February 1995, the underwriter of the Company's public offering agreed not
 to exercise its warrants to purchase a total of 276,000 shares of common stock
 until the Company's authorized number of shares of common stock has increased. 
 In May 1995, two holders of stock options under the Company's Stock Option Plan
 agreed not to exercise their rights to purchase a total of 16,000 shares of
 common  stock until the Company's authorized number of shares of common stock
 has increased.  Consequently, the Company has no longer reserved such shares
 for issuance. Effective August 1995, the Board of Directors has proposed an
 amendment to the Company's Articles of Incorporation to increase the number of
 authorized shares of common stock from 5,000,000 to 20,000,000. Upon approval
 of this amendment by the shareholders of the Company, the Company will reserve
 such shares for issuance.

 AUTHORIZATION OF COMMON STOCK

 Effective August 1, 1995, the Board of Directors amended the resolution adopted
 February 1995 to amend the Company's Articles of Incorporation to increase the
 Company's authorized shares of Common Stock to 20,000,000.  The amendment is
 not effective until it is approved by the shareholders of the Company.



                                       -12-<PAGE>


 STOCK OPTION PLAN

 On March 7, 1995, the Board of Directors, subject to shareholder approval,
 adopted amendments to the Company's 1994 stock option plan (the "Plan"). As
 amended, (i) the number of shares which could be granted under the Plan would
 be increased from 58,333 to 600,000 shares; (ii) the number of shares granted
 to an optionee would be limited to 200,000 in a year; (iii) the exercise price
 of non-qualified stock options granted to employees and consultants could not
 be less than 25% of the fair market value of the common stock on the date of
 the grant and (iv) outside Directors of the Company's Board of Directors would
 be granted an option to purchase 5,000 shares of common stock for each year of
 the respective term, with vesting as to 5,000 shares to occur at the beginning
 of each year of such term.

 STOCK OPTION GRANTS

 On March 7, 1995, the Board of Directors, authorized the grant of  375,000 non-
 qualified stock options at an exercise price of $2.00 per share to the
 Company's President and Chief Executive Officer, in connection with a three (3)
 year employment agreement. Of the total options granted, 125,000  were granted
 as a signing bonus effective October 31, 1994 and were immediately exerciseable
 since their issuance was not contingent on future service as are the remaining
 250,000 options. Accordingly, compensation expense of $375,000, representing
 the difference between fair value of $5.00 per share (determined by the Board
 of Directors considering such factors as restrictions, etc.) and the exercise
 price, has been recorded in the consolidated statement of operations for 1994.
 In addition, a corresponding obligation to issue (grant) common stock options
 also has been reflected in the balance sheet at December 31,1994. The balance
 of the 250,000 options, which are subject to shareholder approval, vest as to 
 125,000 shares each on  October 31, 1995 and 1996. The Company will record
 additional compensation expense of $375,000 in 1995 and in 1996 to correspond
 with the Chief Executive Officer's period of service.  Compensation expense of
 $281,250 was recorded for the nine months ended September  30, 1995.

 On March 7, 1995 the Board of Directors granted 25,000 non-qualified stock
 options to the Company's former President and Chief Executive Officer, in
 connection with services rendered to the Company in 1994. The exercise price of
 the options is $2.00 per share and the options are immediately exerciseable.
 Accordingly, compensation expense of $75,000, representing the difference
 between the fair value of $5.00 per share (determined by the Board of
 Directors) and the exercise price, has been recorded in the consolidated
 statement of operations for 1994. In addition, a corresponding obligation to
 issue (grant) common stock options also has been reflected in the balance sheet
 at December 31, 1994.

 On March 7, 1995 the Board of Directors granted 30,000 non-qualified stock
 options at an exercise price of $2.00 per share to each of three of the
 Company's senior executives for services in 1995-1997.  Of the total options
 granted, 15,000 shares were immediately exerciseable with an additional 15,000
 vesting January 1, 1996, 30,000 vesting January 1, 1997, and 30,000 vesting
 January 1, 1998.  Compensation expense of $45,000 representing the difference
 between fair value of $5.00 per share and the exercise price has been recorded
 in the consolidated statement of operations for the nine months ended September
 30, 1995.  In addition, a corresponding obligation to issue (grant) common
 stock options also has been reflected in the balance sheet at September  30,




                                       -13-<PAGE>


 1995.  The Company will record additional compensation of $45,000 in 1996 and
 $90,000 in each of 1997 and 1998.

 Upon approval by the shareholders of an amendment to increase the authorized
 number of Common Shares and an amendment to the Company's stock option plan to
 increase the number of shares which can be granted under the plan, the
 obligations to issue (grant) Common Stock will be reclassified as additional
 paid-in capital.

 On September 15, 1995 the Board of Directors granted 406,000 qualified stock
 options at an exercise price  to be determined at the next Board meeting and
 subject to the approval of shareholders of  amendments to increase the
 authorized number of common shares and to increase the number of shares which
 can be granted under the Company's stock option plan.  At a telephonic Board
 meeting held on October 6, 1995, the exercise was set at $3.625 per share.  
 All employees and certain consultants to the Company were granted options
 ranging from 1,000 to 70,000 shares.  The options vest at 20% per year over a
 five-year period from the date of grant.


 NOTE 9 - NON-CASH INVESTING AND FINANCING ACTIVITIES

 In January 1995, the Company acquired substantially all of the assets of  GIS
 (see Note 6) for stock, promissory notes and the assumption of certain
 liabilities as set forth below.

 Fair Value of Assets Acquired              $   3,777,000
                                            =============

 Promissory Notes Issued                    $   2,324,000
 Common Stock Issued                              765,000
 Preferred Stock Issued                           559,000
                                            -------------
                                                3,648,000

 Liabilities Assumed                               83,000
 Acquisition Cost Incurred (a liability)           46,000
                                            -------------
                                            $   3,777,000
                                            =============



 In June 1995, the Company converted $759,505 of notes payable, related party
 into 75,950 shares of its newly created Series A Preferred Stock .

 NOTE  10 - SUBSEQUENT EVENTS

 During October 1995, the Company completed a private placement of 208,600
 shares of non-transferable, convertible Series D Preferred Stock to seven
 investors for use by the Company primarily for working capital.  The
 Company will be obligated to reserve a sufficient number of shares of Common
 Stock for issuance upon the conversion of the Series D Preferred Stock upon
 approval by the shareholders of an amendment to the Company's Articles of
 Incorporation to increase the number of authorized shares of Common Stock.




                                       -14-<PAGE>



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

 The following discussions should be read in conjunction with the financial
 statements and notes thereto, and is qualified in its entirety by reference
 thereto.

 RESULTS OF OPERATIONS

 THREE MONTHS ENDED SEPTEMBER 30, 1995 VERSUS THREE MONTHS ENDED 
 SEPTEMBER  30, 1994

 Revenues increased by $605,253 or 350.6% from $172,642 during the three months
 ended September  30, 1994 to $777,895 during the three months ended September 
 30, 1995. Sales for the three months ended September  30, 1995 consisted of a
 number of new system sales as well as maintenance and support contract revenue,
 reflecting the results of an increase in direct sales staff and marketing
 activities made possible by the infusion of capital from the Company's public
 offering in October 1994.  The increased sales for the period also resulted
 from the Company's enhanced products and markets obtained through the
 acquisition of Delta Information Services, Inc. ("Delta") in December 1994 and
 GIS Systems Limited Partnership ("GIS") in January 1995. Sales for the three
 months ended September 30, 1994 consisted primarily of maintenance and support
 contract and other sales to existing customers.   

 Net loss increased  by $533,078 from $300,488 for the three months ended
 September 30, 1994 to $833,566 for the three months ended September 30, 1995,
 or 177.4%.  

 Costs of goods sold ("COGS") increased from 29.3% of revenues for the three
 months ended September  30, 1994 to 43.8% of revenues for the three months
 ended September 30, 1995.  This increase in costs is due to the fact that COGS
 are primarily related to the mix of product sales between service and software
 sales, which carry a lower cost, and hardware sales,
 which carry a higher cost. 
 In the three months ended September 30, 1994, revenues were primarily
 maintenance and support contracts and therefore, COGS were lower than in the
 three months ended  September 30, 1995 which included more system sales
 requiring hardware. COGS are expected to vary based on product mix in the sales
 of given periods.  

 During 1994 a reserve of approximately $281,000 was established for the costs
 of reinstallation of software and related required hardware at certain customer
 sites in order to remedy technical problems as well as to standardize the
 Company's products to allow for more cost effective ongoing customer support. 
 During the quarter ended September 30,  1995 there were no expenditures for
 reinstallations.  Some delay in the reinstallation program resulted from
 customer requests to defer any disruption to their operations or requirement
 for staff retraining during their primary operating season.   Management
 believes that the reserve will be adequate to cover the costs of all such
 reinstallations without further provisions.  Management further believes that
 the cost for reinstallations may be reduced if proposed software upgrades for
 existing products can be made to satisfy customer requirements, eliminating the
 need for hardware upgrades which represented a significant amount of the 
 original estimate for reinstallation costs.






                                       -15-<PAGE>


 Selling, general and administrative expenses ("SG & A")  increased 221.3% from
 $392,705 during the three months ended September 30, 1994 to $1,261,935 during
 the three months ended September  30,  1995.   During the three months ended
 September  30, 1994, the Company began to expend funds on a moderate basis to
 increase its sales and marketing efforts in anticipation of completion of a
 public offering which was intended to provide the funds necessary for the
 Company to accelerate its growth.  Funding during this period was provided by
 loans from two major shareholders of the Company.  Upon completion of its
 public offering in October 1994, the Company began to restructure by first
 recruiting experienced management and staff.  The Company then completed two
 acquisitions to enhance its product line and to introduce the Company to
 markets not previously accessible to it. Management believes that as a result
 of these acquisitions the Company can increase its revenues and become a more
 diverse and profitable company much sooner than would otherwise have been
 possible.  The costs of implementation of its growth plan including the costs
 of integrating the operations and software of the three companies  impacted
 SG&A for the three months ended September 30, 1995, but had less effect than in
 the first six  months of 1995.  The increase in SG&A was attributable to 
 personnel-related expenses, which included fees paid to consultants who held
 key positions in sales, marketing, technical and executive management which
 increased 158.5% from approximately $224,000 for the three months ended
 September  30, 1994 to approximately $579,000 for the three months ended
 September 30, 1995; legal , accounting , and other professional  fees, which 
 increased 4800%  from approximately $3,000 for the three months ended September
 30,  1994 to approximately $147,000 for the three months ended September  30,
 1995; travel and entertainment expense which increased 61.5% from approximately
 $52,000 for the three  months ended September  30, 1994 to approximately
 $84,000 for the three months ended September 30, 1995; amortization of
 financing and acquisition costs which increased 149.1% from approximately
 $53,000 for the three months ended September 30, 1994 to approximately $132,000
 for the three months ended September 30, 1995;  telephone expense which
 increased 130.0% from approximately $20,000 for the three  months ended
 September  30, 1994 to approximately $46,000 for the three months ended
 September  30, 1995.  Bad debt expense increased from $ 0 for the three months
 ended September 30, 1994 to approximately $138,000 for the three months ended
 September 30, 1995.  All other SG & A expenses cumulatively increased 240.0% 
 from approximately $40,000 for the three months ended September  30, 1994 to
 approximately $136,000 for the three months ended September  30,  1995.  SG & A
 personnel expenses include non-cash stock options or grants of $ 0  for the
 three months ended September 30,  1994 and $93,750 for the three months ended
 September 30, 1995. 

 NINE MONTHS ENDED SEPTEMBER 30, 1995 VERSUS NINE MONTHS ENDED 
 SEPTEMBER 30, 1994

 Revenues increased by $1,402,845 or 162.1% from $865,499 during the nine months
 ended September  30, 1994 to $2,268,344 during the nine months ended September 
 30, 1995. Sales for the nine months ended September  30, 1995 consisted of a
 number of new system sales as well as maintenance and support contract revenue,
 reflecting the results of an increase in direct sales staff and marketing
 activities made possible by the infusion of capital from the Company's public
 offering in October 1994.  The increased sales for the period also resulted
 from the Company's enhanced products and markets obtained through the
 acquisition of Delta Information Services, Inc. ("Delta") in December 1994 and
 GIS Systems Limited Partnership ("GIS") in January 1995. Sales for the nine
 months ended  September 30, 1994 consisted primarily of ongoing maintenance and
 support contracts and other sales to  existing customers, and revenue from one
 new system sale which represented 47.9% of total revenue for 1994.   


                                       -16-<PAGE>


 Net loss increased  by $1,731,680 from $812,384 for the nine months ended
 September  30, 1994 to $2,544,064 for the nine months ended September 30, 1995,
 or 213.2%.  

 Costs of Goods Sold ("COGS") were $401,317 for the nine months ended September
 30, 1994 and $1,005,066 for the nine months ended September 30, 1995,
 representing 46.4% and 44.3% of revenues, respectively.  COGS are primarily
 related to the mix of product sales between service and software sales, which
 carry a lower cost, and hardware sales, which carry a higher cost.  Although
 some improvement resulted from systems and procedures implemented to reduce
 costs through better cost estimation and controls, COGS are expected to vary
 based on product mix in the sales of given periods.  Both periods included a
 comparable mix of revenue from service, software, and hardware sales.

 During 1994 a reserve of approximately $281,000 was established for the costs
 of reinstallation of software and related required hardware at certain customer
 sites in order to remedy technical problems as well as to standardize the
 Company's products to allow for more cost effective ongoing customer support. 
 During the nine months ended  September 30, 1995 approximately $21,400 has been
 expended for reinstallations.  Some delay in the reinstallation program
 resulted from customer requests to defer any disruption to their operations or
 requirement for staff retraining during their primary operating season. 
 Management believes that the reserve will be adequate to cover the costs of all
 such reinstallations without further provisions.  Management further believes
 that the cost for reinstallations may be reduced if proposed software upgrades
 for existing products can be made to satisfy customer requirements, eliminating
 the need for hardware upgrades which represented a significant amount of the
 original estimate of  reinstallation costs.

 Selling, general and administrative expenses ("SG & A")  increased 212.0% from
 $1,208,396 during the nine months ended September 30, 1994 to $3,769,878 during
 the nine months ended September 30,  1995.  During the first  nine months of
 1994 the Company was actively engaged in raising capital and reduced
 expenditures in all areas of its operations until adequate funding was
 obtained.  Upon completion of its public offering in October 1994, the Company
 began to restructure by first recruiting experienced management and staff.  The
 Company then completed two acquisitions to enhance its product line and to
 introduce the Company to markets not previously accessible to it. Management
 believes that as a result of these acquisitions the Company can increase its
 revenues and become a more diverse and profitable company much sooner than
 would otherwise have been possible.  The costs of implementation of its growth
 plan including the costs of integrating the operations and software of the
 three companies are primarily responsible for the increase in SG & A for the
 nine months ended September  30, 1995.  More specifically, personnel-related
 expenses, which included fees paid to consultants who held key positions in
 sales, marketing, technical and executive management increased 165.1% from
 approximately $770,000 for the nine months ended September 30, 1994 to
 approximately $2,041,000 for the nine months ended September 30, 1995; legal ,
 accounting , and other professional  fees increased 453.3%  from approximately
 $75,000 for the nine months ended September 30,  1994 to approximately $415,000
 for the nine months ended September 30, 1995; travel and entertainment expense
 increased 142.0% from approximately $119,000 for the nine months ended
 September 30, 1994 to approximately $288,000 for the nine months ended
 September  30, 1995; amortization of financing and acquisition costs increased
 459.2% from approximately $71,000 for the nine months ended September 30, 1994




                                       -17-<PAGE>


 to approximately $397,000 for the nine months ended September  30, 1995;
 telephone expense increased 156.9% from approximately $51,000 for the nine
 months ended September  30, 1994 to approximately $131,000 for the nine months
 ended September 30, 1995.  Bad debt increased from approximately ($7,000) for
 the nine months ended September 30, 1994 to approximately $151,000 for the nine
 months ended September 30, 1995.    All other SG & A expenses cumulatively
 increased 184.4%  from approximately $122,000 for the nine months ended
 September 30, 1994 to approximately $347,000 for the nine months ended
 September 30,  1995.  SG & A personnel expenses include non-cash stock options
 or grants of $117,774 for the nine months ended September 30,  1994 and
 $326,250 for the nine months ended September 30, 1995. 

 LIQUIDITY AND CAPITAL RESOURCES

 From its inception in October 1985 through September 30, 1995 the Company has
 incurred a cumulative loss of $10,122,638, with a loss of $2,544,064 for the
 nine months ended September 30, 1995.  The Company has engaged in various
 financing and investing activities.
                               
 During October 1994, the Company completed a public offering of 920,000 units
 at a price of $5.50 per unit, each unit consisting of one share of Common Stock
 and two redeemable warrants each to purchase one share of Common Stock.  Net
 proceeds to the Company were approximately $3,900,000.
                               
 From January through August 1994 two individuals loaned the Company an
 aggregate of $959,505 at an interest rate of 8% per annum.  In September 1994,
 these individuals agreed to defer repayment of the loans until October 1996. 
 During October 1994, $200,000 of the $959,505 in outstanding loans was
 converted into 36,364 shares of the Company' Series A Preferred Stock.  In June
 1995 the Company issued 95,950 shares of its newly designated Series A
 Preferred Stock in satisfaction of the $759,505 outstanding loan balance and in
 conversion of the 36,364 of previously designated Series A Preferred Stock.

 In December 1994,  Lasergate Systems Canada Company, a wholly-owned subsidiary
 of the Company, acquired the capital stock of Delta for an aggregate
 consideration of $1,200,000.  The purchase price consisted of $500,000 of cash,
 a promissory note of $700,000, convertible into 100,000 shares of the Company's
 Common Stock.  The promissory note was immediately converted into Common Stock.

 In January 1995, the Company acquired substantially all of the assets of GIS
 for an aggregate consideration of approximately $3,700,000.  The purchase price
 consisted of 109,333 shares of the Company's Common Stock, 111,800 shares of
 the Company's Series B Preferred Stock and the Company's unsecured, non-
 interest bearing promissory notes in the aggregate amount of $2,324,335.  The
 promissory notes are payable at the Company's option in cash or convertible
 Preferred Stock.  In addition, the Company has agreed to assume certain
 liabilities of GIS and has loaned GIS $559,000 which has been evidenced by a
 promissory note of GIS due March 1996, which is secured by the pledge to the
 Company of the 111,800 shares of the Company's Series B Preferred Stock.

 On June 15, 1995 the Company borrowed $300,000  under a Secured Convertible
 Promissory Note due March 30, 1996, advanced from a former shareholder at an
 annual interest rate of 9.5%.

 The Company anticipates that the improvements in its products, the addition of
 new products and access to new markets resulting from the acquisitions of Delta
 and GIS will result in substantial revenue growth, of which there can be no
 assurance.    Although the Company believes that it can achieve operating

                                       -18-<PAGE>


 profitability, management determined that  prior to reaching that stage it will
 require additional capital to fund the costs associated with integrating the
 products and operations of the two acquired companies and substantial sales and
 marketing costs to promote the restructured Company and its products.  

 In October 1995, the Company completed a private placement of 208,600 shares of
 non-transferable, convertible Series D Preferred Stock with net proceeds to the
 Company of approximately $1,820,000.  The Company is considering raising
 additional funds and may do so through the private or public sale of its Common
 Stock.  There can be no assurance the Company will be able to obtain such
 financing on acceptable terms, if at all.

 At September 30, 1995 the Company had a backlog of approximately $865,000.

 Part II-Other Information

 Item 6-Exhibits and Reports on Form 8-K

 (a)  Exhibits:  None

 (b)  Reports on Form 8-K:  The Company has not filed any reports on Form 8-K
 during the quarter ended September 30, 1995.  

 All other items required in Part II have been previously filed or are not
 applicable for the quarter ended September 30, 1995.


































                                       -19-<PAGE>





                                    SIGNATURES


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


 Date:  November  14, 1995                   /s/Vickie L. Guth
                                            Vickie L. Guth
                                            Vice President of Finance and 
                                            Chief Financial Officer





































                                       -20-<PAGE>