SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-KSB/A

[X]                ANNUAL REPORT PURSUANT TO SECTION 13 OR
                   15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1999

[ ]                TRANSITION REPORT PURSUANT TO SECTION 13 OR
                   15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                         Commission file number 0-13803

                            GATEWAY INDUSTRIES, INC.
                 (Name of small business issuer in its charter)

         Delaware                                               33-0637631
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                              Identification No.)
                              150 East 52nd Street
                            New York, New York 10022
           (Address of principal executive offices including zip code)
          Issuer's telephone number, including area code: 877-431-2942

Securities registered under Section 12(b) of the Act:  NONE.

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.001 par value

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act of 1934 during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements for the past 90 days.
                                 Yes [X] No [ ]

Check  if no  disclosure  of  delinquent  filers  in  response  to  Item  405 of
Regulation S-B is contained in this form,  and no disclosure  will be contained,
to the best of the  registrant's  knowledge,  in definitive proxy or information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendments to this Form 10-KSB. [X]

Issuer has had no revenues in its most recent fiscal year.

The aggregate market value of voting stock held by  non-affiliates of the Issuer
at March 31, 2000 was  approximately  $8,749,420  based on the average  high/low
ask/bid price of $3.6875 for such stock on that date.

As of March 31, 2000, the Registrant had 4,192,024 shares of common stock, $.001
par value per share, outstanding.

Transitional small business disclosure format:  Yes  [ ]  No  [X]

                      DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the registrant's definitive Proxy Statement to be used in connection
with  its  Annual  Meeting  of  Stockholders  to be held on June 30,  2000,  are
incorporated by reference into Part III of this report.


<PAGE>
                                    PART III


ITEM 9.   Directors and Executive Officers

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


  NAME                           AGE                      POSITION
  ----                           ---                      --------
Warren G. Lichtenstein           34               Chairman of the Board of
150 East 52nd Street                      Directors, and Chief Executive Officer
New York, NY  10022

Jack Howard                      38                   Acting President
2927 Montecito Avenue                                     Director
Santa Rosa, CA  95404

Ronald W. Hayes                  62                       Director
810 Saturn Street
Suite 16-432
Jupiter, FL  33477-4398


     Warren G.  Lichtenstein was appointed a director of the Company in May 1994
and became Chairman of the Board in October 1995. Mr.  Lichtenstein has been the
Chairman of the Board,  Secretary  and the  Managing  Member of Steel  Partners,
L.L.C.  ("Steel  LLC"),  the general  partner of Steel  Partners II, L.P.  since
January 1, 1996.  Prior to such time,  Mr.  Lichtenstein  was the Chairman and a
director  of Steel  Partners,  Ltd.,  the  general  partner  of  Steel  Partners
Associates, L.P., which was the general partner of Steel Partners II, L.P. since
1993 and prior to January 1, 1996. Mr.  Lichtenstein has also been President and
Chief  Executive  Officer of WebFinancial  Corporation  since December 1997. Mr.
Lichtenstein  served  as  President  and  director  of Marsel  Mirror  and Glass
Products,  Inc. ("Marsel"),  a subsidiary of the Company,  from its inception in
July 1995 until shortly after the  acquisition of its business by the Company in
November  1995,  and continued as a director  until its  disposition in December
1996.  Marsel  filed  for  protection  under  Chapter  11 of the  United  States
Bankruptcy Code shortly  following the Company's  disposition of its interest in
Marsel. Mr. Lichtenstein is a director of the following publicly held companies:
WebFinancial  Corporation,  PLM International,  Inc., Tech-Sym Corporation,  CPX
Corp., ECC International Corp. and Saratoga Beverage Group, Inc.

     Ronald W. Hayes was  appointed a director  of the company in May 1993.  Mr.
Hayes is the owner of Lincoln  Consultors & Investors,  Inc.,  an investing  and
consulting firm, for over five years.

     Jack L. Howard was appointed Acting  President and Chief Financial  Officer
of the Company in September 1994, and was elected director of the Company in May
1994. Mr. Howard has been a registered  principal of Mutual Securities,  Inc., a
stock  brokerage  firm since  prior to 1993.  Mr.  Howard has also been the Vice
President,  Secretary,  and Treasurer of WebFinancial Corporation since December
1997.  Mr.  Howard is a  director  of the  following  publicly  held  companies:
WebFinancial Corporation and Pubco Corporation.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors  and  executive  officers,  and  persons  who own  more  than 10% of a
registered class of the Company's equity securities, to file with the Securities
and Exchange  Commission  initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company.  Officers,
directors and  greater-than  10%  shareholders are required by SEC regulation to
furnish the  Company  with  copies of all  Section  16(a)  forms they file.  The
Company  believes  that all such reports  required to be filed during the fiscal
year ended December 31, 1999 ("Fiscal 1999"),  were filed on a timely basis. The
Company  's  belief  is  based  solely  on its  review  of Forms 3, 4, and 5 and
amendments  thereto furnished to the Company during, and with respect to, Fiscal
1999 by persons  known to be subject to Section 16 of the  Exchange  Act. To the
Company's  knowledge,  based  solely on its review of the copies of such reports
furnished to the Company,  during its fiscal year ended  December 31, 1999,  all
Section 16(a) filing  requirements  applicable  to its  officers,  directors and
greater-than 10% beneficial owners were satisfied.

<PAGE>
ITEM 10.   Executive Compensation

         The following table sets forth all  compensation  paid to the Company's
Acting  President during its fiscal years ended December 31, 1999, 1998 and 1997
(the "Named  Executive  Officers").  No other executive  officer received annual
compensation at the rate of $100,000 or more during the fiscal year.

                           SUMMARY COMPENSATION TABLE
                               ANNUAL COMPENSATION
<TABLE>
<CAPTION>
                                                       Annual             Long-term
                                                    Compensation        Compensation
                                                    ------------        ------------
                                                                    Securities Underlying
Name and Principal Position          Fiscal Year       Bonus($)            Options
---------------------------          -----------       -------             -------
<S>                                     <C>            <C>                  <C>
Warren G. Lichtenstein                  1999              0                 50,000
  Chairman of the Board                 1998              0
  and Chief Executive Officer           1997              0

Jack Howard                             1999              0                 10,000
   Acting President                     1998           $50,000
   and Chief Financial Officer          1997           $50,000
</TABLE>


DIRECTOR COMPENSATION

     The  director  who  is  not  an  officer  receives,  as  his  total  annual
compensation,  2000 options to purchase  Company  common stock.  The options are
granted each year at the time of the annual  meeting.  The exercise price of the
options is the fair market value of the common stock at the time of the grant.

<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR

         The  following  table sets forth  information  with  respect to options
granted to the named executives during 1999. No stock  appreciation  rights were
granted to the named executives during 1999.

                                             Individual Grants
                                             -----------------
                                         Percent of
                             Number         Total
                               of          Options
                           Securities     Granted to
                           Underlying    Employees in   Exercise or
                            Options         Fiscal      Base Price   Expiration
 Name                      Granted(1)       Year(2)       ($/Sh)        Date
 ----                      -------          ----           ----         ----
Warren G. Lichtenstein      50,000         31.85%          $2.00        7-20-04

Jack L. Howard              10,000          6.37%          $2.00        7-20-04

-----------
(1)  All of the options  were granted in respect of Mr.  Lichtenstein's  and Mr.
     Howard's service as executive officers of the Company.
(2)  Based  on an  aggregate  of  173,500  options  granted  to  all  employees,
     non-employees,  and consultants during 1999. Options vest in 3 equal annual
     installments.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES

         The following table sets forth information concerning options exercised
during the fiscal year ended  December 31, 1999,  and the number of  unexercised
options held by the Company's executive officers at the end of such fiscal year:
<TABLE>
<CAPTION>
                             Number of
                              Shares       Shares                                        Value of Unexercised
                             Acquired      Value       Number of Unexercised Options     in-the-Money Options
Name                        On Exercise  Realized($)          at FY-End(#)                   at FY-End($)
----                        -----------  ----------           -----------                    -----------
                                                        Exercisable/Unexercisable      Exercisable/Unexercisable
                                                        -------------------------      -------------------------
<S>                              <C>         <C>            <C>                             <C>
Warren G. Lichtenstein           0           0              116,667/33,333                  33,334/66,666
Jack Howard                      0           0               84,300/23,200                  67,000/43,500

-----------
<FN>
(1)  Based on $2.00, the average high/low bid prices for the Common Stock on the
     last date of 1999 for which trading was reported.
</FN>
</TABLE>
<PAGE>
ITEM 11.   Security Ownership of Certain Beneficial Owners and Management


     The following  table sets forth  information as of March 31, 2000 regarding
the beneficial ownership of the Common Stock by each person known by the Company
to own  beneficially  more than 5% of the Common  Stock,  by each  director  and
executive officer,  individually, and by all directors and executive officers as
a group.

Name and Address                    Amount and Nature of             Percent
of Beneficial Owner                 Beneficial Ownership             of Class
-------------------                 --------------------             --------
Warren G. Lichtenstein                   1,865,760  (1)(2)            44.51%
150 East 52nd Street
New York, NY  10022

Ronald W. Hayes                             98,840  (3)                2.36%
810 Saturn Street Suite 16-432
Jupiter, FL  33477-4398

Jack Howard                                162,700  (4)                3.88%
2927 Montecito Avenue
Santa Rosa, CA  95404

Steel Partners II, L.P.                  1,674,208                    39.94%
150 East 52nd Street
New York, NY  10022

George Soros                               827,716 (5)                19.75%
888 Seventh Avenue
New York, NY 10022

All directors and executive officers     2,127,300 (1)                50.75%
as a group (three persons)

-------------------------
(1)      Includes:  (i)  1,674,208  shares owned by Steel  Partners II, L.P., an
         entity  controlled  by  Mr.  Lichtenstein,  (ii)  41,552  shares  owned
         directly by Mr. Lichtenstein, and (iii) 150,000 shares underlying stock
         options held by Mr.  Lichtenstein,  all of which are exercisable within
         sixty days of March 31, 2000.
(2)      More than one beneficial owner is listed above for the same securities,
         since the shares  owned  beneficially  by Steel  Partners  II, L.P. are
         included in the shares beneficially owned by Mr. Lichtenstein.
         See note (1) above.
(3)      Includes 50,500 options,  all of  which are  exercisable  within sixty
         days of March 31, 2000 (4) Includes 107,500 stock options, all of which
         are exercisable within  sixty days of March 31, 2000 (5) As reported in
         the  shareholder's  most recent Schedule 13D.
(4)      Includes 107,500 stock  options, all of which  are exercisable  within
         sixty days of March 31, 2000
(5)      As reported in the shareholder's most recent Schedule 13D.

<PAGE>
ITEM 12.  Certain Relationships and Related Transactions

     The Company  occupies  offices at 150 East 52nd Street,  New York, New York
10022,  under a lease agreement  extending  through March 30, 2001. It subleased
office  space,  at  one-third  of its cost for the  space,  to each of (a) Steel
Partners Services, Ltd. ("SPS"), an entity controlled by the Company's Chairman,
and (b)  WebFinancial  Corporation  ("WEFN"),  a public  company in which  Steel
Partners II, L.P. , an entity  controlled  by the  Company's  Chairman,  and the
Company's Chairman have an approximately 30 % beneficial interest. Mr. Howard is
also a director of WEFN. As of January 1, 1999,  the rent on the office space is
paid by SPS and the Company pays a management fee to SPS.

     During the year ended  December 31, 1999, the Company paid a management fee
of  approximately  $275,000  to  Steel  Partners  Services,  Ltd.,  for  certain
management,  consulting  and  advisory  services.  The  fee  also  included  the
Company's  one-third share of rent expense which was paid entirely by SPS during
1999.  The Company  believes  that the cost of obtaining the type and quality of
services rendered by SPS is no less favorable than the cost at which the Company
could obtain from unaffiliated entities.

     As of February 15, 2000, Oaktree entered into a Reciprocal Agency Agreement
with MDM Technologies,  L.L.C.  ("MDM"). The agreement provides that Oaktree and
MDM will each pay one another, as appropriate, a market rate based fee for sales
leads  generated  that result in new  revenues  for each other.  MDM is majority
owned by Warren G. Lichtenstein, the Company's Chairman.



<PAGE>
                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                            GATEWAY INDUSTRIES, INC.

                            Date: April 25, 2000

                            By: /s/ Jack L. Howard
                                Jack L. Howard,
                                Acting President
                                Principal Executive Officer