U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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 June 30, 2003

[   ]    Transition Report under Section 13 or 15(d0 of The Securities Exchange
         Act of 1934 for
         the Transition Period from                 ---------
                      to                            ---------


Commission file number : 000-27879
                         ---------


                           GATEWAY DISTRIBUTORS, LTD.
                           --------------------------
        (Exact name of small business issuer as specified in its charter)



                     Nevada                            88-0301278
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)


            3035 East Patrick Lane, Suite 14, Las Vegas, Nevada 89120
            ---------------------------------------------------------
               (Address of principal executive officer) (Zip Code)

                                 (702) 938-9316
                           (Issuer's telephone number)

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the 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 pas 90 days.


Yes             XX          No
             --------                 ------


         The number of outstanding shares of the issuer's common stock, $0.001
par value (the only class of voting stock), as of August 11, 2003 was
99,297,954.


<PAGE>



                                TABLE OF CONTENTS

                         PART 1 - FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS........................................3

ITEM 2.           MANAGEMENTS DISCUSSION AND ANALYSIS
                  OR PLAN OF OPERATION........................................4

ITEM 3.           CONTROLS AND PROCEDURES.....................................6


                           PART II - OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS...........................................7

ITEM 2.           CHANGES IN SECURITIES AND USE OF PROCEEDS...................7

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES.............................7

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF
                  SECURITY HOLDERS............................................7

ITEM 5.           OTHER INFORMATION...........................................7

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

SIGNATURES....................................................................8

INDEX TO EXHIBITS............................................................11



<PAGE>



ITEM 1                     FINANCIAL STATEMENTS

As used herein, the term "Company" refers to Gateway Distributors, Ltd., a
Nevada corporation, and its subsidiaries and predecessors unless otherwise
indicated. Unaudited, consolidated, condensed, interim financial statements
including a balance sheet for the Company as of the quarter ended June 30, 2003,
and statements of operations, and statements of cash flows, for the interim
period up to the date of such balance sheet and the comparable period of the
preceding year are attached hereto as Pages F-1 through F-6 and are incorporated
herein by this reference.

                                        3

<PAGE>



                      INDEX TO INTERIM FINANCIAL STATEMENTS

                                                                    Page Number

Balance Sheet Interim Condensed Unaudited Consolidated June 30, 2003........F-1

Statement of Operations Consolidated Unaudited Condensed Consolidated
For the Three Months Ended June 30, 2003 and 2002
and the Six Months Ended June 30, 2003 and 2002.............................F-2

Statements of Cash Flows Interim Consolidated Unaudited Condensed
for the Six Months Ended June 30, 2003 and 2002.............................F-3

Stockholders' Equity (Deficit) Interim Condensed Consolidated Changes
for the Six months ended June 30, 2003 .....................................F-5

Notes to Unaudited Condensed Consolidated Financial Statements..............F-6


                                        4

<PAGE>



                   GATEWAY DISTRIBUTORS, LTD. AND SUBSIDIARIES
             INTERIM CONDENSED UNAUDITED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
<S><C>


                                                                                                      June 30, 2003
                                                                                    -------------------------------
ASSETS
CURRENT ASSETS
         Cash and cash equivalents                                                 $                         14,328
         Accounts receivable                                                                                  4,348
         Receivable ESIP Stock Plan                                                                         100,000
         Inventories                                                                                         79,303
                                                                                    -------------------------------

                              Total Current assets                                                          197,979
                                                                                                            -------

Property and equipment at cost                                                                              139,030
         Less accumulated depreciation and amortization                                                    (96,459)
                                                                                    -------------------------------
                                                                                                             42,571
OTHER ASSETS
         Goodwill & Formulas                                                                                787,142
         Other                                                                                              130,760
                                                                                    -------------------------------
                                                                                                            917,902
                                                                                    -------------------------------
                                                                                   $                      1,158,452
                                                                                    ===============================

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
         Checks maturities of long-term debt                                       $                      2,443,473
         Accounts payable
                  Trade                                                                                     759,940
                  Commissions                                                                               712,041
         Accrued expenses
                  Payroll and employee benefits                                                             208,237
                  Payroll taxes                                                                             448,925
                  Interest                                                                                1,146,753
                  Other                                                                                      14,025
                                                                                    -------------------------------
                           Total current liabilities                                                      5,733,394
                                                                                    -------------------------------

LONG-TERM DEBT                                                                                               72,500

TOTAL DEBT                                                                                                5,805,894

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock - $.001 par value, 1,000,000 shares authorized
125 shares issued and outstanding                                                                                 1
Common stock, - $.001 par value 2,000,000,000 shares
Authorized 56,403,954 shares issued and outstanding , respectively                                           56,404
         Paid in Excess of Par                                                                            5,414,678
         Accumulated (deficit)                                                                         (10,118,525)
                                                                                    -------------------------------
                                                                                                         (4,647,442)
                                                                                    -------------------------------
                                                                                   $                      1,158,452
                                                                                    ===============================

     The accompanying notes are an integral part of the financial statements

                                      F-1
<PAGE>




                   GATEWAY DISTRIBUTORS, LTD. AND SUBSIDIARIES
       INTERIM CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)


                                                     Three Months Ended                     Six Months Ended
                                                           June 30                               June 30
                                                   2003               2002              2003                2002

SALES                                     $           276,226 $          279,380 $         588,046  $          559,324

COST OF SALES                                          61,725              8,761           124,785             117,102
                                                       ------              -----           -------             -------

GROSS PROFIT                                          214,501            270,619           463,261             442,222

SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES                               364,353            794,045           742,079           1,550,609
                                             ----------------   ----------------   ---------------     ---------------

(LOSS) FROM OPERATIONS                               (149,852)          (523,426)         (278,818)         (1,108,387)
                                             ----------------   ----------------   ---------------     ---------------

OTHER INCOME (EXPENSE)
    Interest expense                                  (48,023)           (59,717)          (87,256)           (119,638)
    Impairment of Goodwill                                  -           (728,953)                -            (728,953)
    Loss on leasehold improvement                           -                  -                 -             (26,329)
    abandonment
    Miscellaneous Income(Expense)                       2,203                  -             2,203                   -
                                             ----------------   ----------------   ---------------     ---------------
                                                      (45,820)          (788,670)          (85,053)           (874,920)
                                                      --------           --------          --------           ---------
                                                     (195,672)        (1,312,096)         (363,871)         (1,983,307)

MINORITY INTEREST                                           -          1,062,218                 -           1,062,218
                                             ----------------   ----------------   ---------------     ---------------


Net Income (Loss)                         $          (195,672)$         (249,878)$        (363,871) $         (921,089)
                                             ================   ================   ===============     ===============

Basic Earnings(loss) Per Share            $            (0.01) $          (11,899)$          (0.05)  $         (83,735)
                                             ================   ================   ===============     ===============

Weighted average shares outstanding                14,908,042                 21         7,495,204                  11
                                             ================   ================   ===============     ===============

                       The accompanying notes are an integral part of the financial statements


                                       F-2

<PAGE>



                   GATEWAY DISTRIBUTORS, LTD. AND SUBSIDIARIES
             INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)

                                                                                       Six Months ended
                                                                                           June 30,
                                                                                   2003                2002
                                                                             -----------------   -----------------
Cash flows from operating activities:
     Net Income (loss)                                                     $          (363,871)$          (921,089)
        Adjustments to reconcile net income (loss)
        to net cash from operating activities:
                 Loss on abandonment of leasehold improvements                               -              26,329
                 Stock issued for debt                                                       -                   -
                 Stock issued for services                                              23,606             994,203
                 Depreciation and amortization                                          25,197              67,783
                 Loss on Sale of Fixed Assets                                           36,926                   -
                 Impairment of Goodwill                                                      -             728,953
                 Minority interest                                                           -          (1,062,218)
Changes in operating assets and liabilities which increase (decrease) cash flow.
                 Accounts receivable                                                      (777)            (19,234)
                 Receivable on Stock Sale Proceeds received July 2003                 (100,000)                  -
                 Inventories                                                            48,274             (21,723)
                 Accounts and commissions payable                                      (35,436)            (30,094)
                 Accrued Expenses                                                       57,067             (83,699)
                 Other Assets                                                           (1,639)                  -
                                                                             -----------------   -----------------


        Net cash (to/from) operating activities                                       (310,653)           (320,789)
                                                                             -----------------   -----------------

Cash flows from investing activities
      Net increase property and equipment                                              (50,435)             (3,606)
       Other non current assets -                                                      (78,642)             54,172
      Purchase Goodwill in Subsidiary                                                 (217,500)                  -
                                                                             -----------------   -----------------
                Net cash (to)/from investing activities                               (346,577)             50,566
                                                                             -----------------   -----------------

Cash flows from financing activities
      Advances (to) Related Party                                                            -            (162,933)
      Increase/(decrease) debt                                                         155,042             444,104
      Stock Issued for cash                                                            516,301                   -
                                                                             -----------------   -----------------
                Net cash (to)/from financing activities                                671,343             281,081
                                                                             -----------------   -----------------

Net increase (decrease) in cash equivalents                                             14,113              10,858
Cash and cash equivalents, beginning of period                                             215              12,121
                                                                             -----------------   -----------------
Cash and cash equivalents, end of period                                   $            14,328 $            22,979
                                                                             =================   =================

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

     The accompanying notes are an integral part of the financial statements

                                       F-3

<PAGE>



                   GATEWAY DISTRIBUTORS, LTD. AND SUBSIDIARIES
              INTERIM CONDENSED STATEMENT OF CASH FLOWS - CONTINUED
                                   (UNAUDITED)


SUPPLEMENTAL DISCLOSURE



                                                                         SIX MONTHS ENDED
                                         June 30, 2003                            June 30, 2002
Cash paid for interest                   $ 78,466                                 $ 66,577

Cash paid for Taxes                      $ -                                      $ -

Stock issued for Services                $ 23,606                                 $ 994,203

Cash issued for Debt                     $ 100,000                                $ -

                       The accompanying notes are an integral part of the financial statements


                                       F-4

<PAGE>



                                            GATEWAY DISTRIBUTORS, LTD. AND SUBSIDIARIES
                            INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                                            (DEFICIENCY)
                                                            (UNAUDITED)


                                             Common Stock                           Paid           Accumulated           Net

                                         *   # of Shares          Amount         In Excess           Deficit         Deficiency

                                                   **            Par .001

BALANCE - December 31, 2002             $1          879,409             $879       $4,520,713        ($9,754,654)     ($5,233,061)

Shares issued for:
  Debt Eliminated - Suburban             0            5,021                5          273,776                              273,781
  Debt Eliminated - A/P                  0           56,407               57            1,965                                2,022
  Stock for Services                     0          447,033              447          133,333                              133,780
(Loss ) for period                                                                                      (168,199)        (168,199)

1st Quarter -March 31, 2003              1        1,387,870            1,388        4,929,787         (9,922,853)      (4,991,677)

Shares issued for:
Rounding - Partial Shares in Stock Split 0             1052                1              (1)                                    0
Stock for Services - Restricted Stock    0       36,000,000           36,000         (32,400)                                3,600
Stock for Services - Unrestricted Stock  0          200,032              200           19,806                               20,006
Stock for ESIP Plan                      0       18,815,000           18,815          497,486                              516,301
Loss for Period                          0                0                0                0           (195,672)        (195,672)

BALANCE - June 30, 2003                 $1       56,403,954          $56,404        5,414,678   ($10,118,525)         ($4,647,442)


* Preferred Stock, 125 shares issued at par ($.001par value).

     The accompanying notes are an integral part of the financial statements



                                       F-5
                                     <PAGE>




                   GATEWAY DISTRIBUTORS, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2003

NOTE 1 - BASIS OF PRESENTATION

         The consolidated interim condensed financial statements at June 30,
         2003 and for the periods ended June 30, 2003 and 2002 are unaudited,
         but include all adjustments which the Company considers necessary for a
         fair presentation.

         The accompanying unaudited financial statements are for the interim
         periods and do not include all disclosures normally provided in annual
         financial statements, and should be read in conjunction with the
         Company's Form 10-KSB for the year ended December 31, 2002. The
         accompanying unaudited interim financial statements for the six month
         periods ended June 30, 2003 and 2002, are not necessarily indicative of
         the results which can be expected for the entire year.

         The preparation of financial statements in conformity with accounting
         principles generally accepted in the United States of America requires
         management to make estimates and assumptions that affect the reported
         amounts of assets and liabilities at the date of the financial
         statements and the reported amounts of revenues and expenses during the
         reporting period. Actual results could differ from those estimates.

NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

         Principles of Consolidation

         The accompanying consolidated financial statements include the accounts
         of its whollyowned subsidiaries. All inter-company balances and
         transactions have been eliminated.

NOTE 3 - EQUITY:

         On April 16, 2003, the Company did a 3,000 for 1 reverse stock split.
         The financial statements have reflected this reverse stock split
         retroactively.

         On January 30, 2003, the Company issued 5,021 shares of stock for
         $273,781 debt conversion, valued at approximately $54.53 per share.
         During February and March, 2003, the Company issued 56,407 shares for
         $2,022 debt, valued at an average of approximately $0.04 per share.
         During January through March,




                                       F-6

<PAGE>



                   GATEWAY DISTRIBUTORS, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2003


         2003, the Company issued 447,033 shares of stock to various entities
         for $133,780 of services rendered, with an average value of
         approximately $0.30 per share. During May, 2003 the Company issued
         200,000 shares of stock for $12,000 of services rendered with an
         average value of $0.06 per share. During April through June 2003, the
         Company issued 18,815,000 shares of stock to the ESIP plan for
         $416,301, with an average value of $0.02 per share.

         The Company filed with the Securities and Exchange Commission ("SEC")
         on April 11, 2003, a Form S-8 notifying of an "Employee Stock Incentive
         Plan for the Year 2003" and a "Non-Employee Directors and Consultants
         Retainer Stock Plan for the Year 2003." The number of shares registered
         are1,000,000,000 shares for the employees and 1,000,000,000 shares for
         non-employees for a total of 2,000,000,000, all at a proposed offering
         price per share of $0.0001. The first stock was issued April 17, 2003.
         By June 30, 2003, 18,815,000 unrestricted shares of stock had been
         issued under this plan. Out of the 18,815,000 shares issued under the
         ESIP Plan, 10,052,000 shares have been sold to the public for net
         proceeds to the company of $516,301.21. In addition as of August 05,
         2003 a total of 38,987,100 shares have been issued under the ESIP Plan.

         During April through June 2003, the Company issued 36,000,000 shares of
         restricted stock to officers. This restricted stock is not marketable.
         Consequently, no value can be determined for this restricted stock
         issued. However a nominal amount of $3,600 has been assigned as the
         value for this non- marketable stock issued.


         NOTE 4-            ADDITIONAL OBLIGATIONS PAID FOR GOODWILL IN THE
                           ACQUISITION OF THE SUBSIDIARY GRANDMA HAMMAN'S:

         The Company entered into additional negotiations with the Seller of
         Grandma Hamman's, a wholly owned subsidiary of the Company. The Company
         acquired Grandma Hamman's on August 15, 2002. The Company has agreed to
         pay an additional $217,500 towards the purchase of Grandma Hammans to
         expand the acquisition to all intangible assets of Grandma Hamman's.
         Also as a condition of this agreement, the seller of Grandma Hamman's
         relinquished his claim to 1,000,000 shares of stock as referenced in
         the original purchase agreement. The value of the stock was compromised
         by the passage of time and reverse stock splits, therefore, a dollar
         value was assigned instead of stock issued. This additional $217,500
         has been classified on the balance sheet as goodwill. Management
         believes the total estimated fair value of all goodwill combined
         exceeds the book value as reported in these financial statements.

                                       F-7

<PAGE>



                   GATEWAY DISTRIBUTORS, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2003



NOTE 5 -    RECLASSIFICATION AND RESTATEMENTS:

         Selected items in the June 30, 2002 financial statements as previously
         reported have been reclassified and restated to be consistent with the
         audited financial statements as of December 31, 2002, as well as these
         unaudited financial statements as of June 30, 2003.


NOTE 6 -    SUBSEQUENT EVENT:

         On July 18, 2003, 20,000,000 shares of restricted common stock were
         issued to two officers for services rendered during the month of June
         2003 at a value of $2,000.

         On July 17, 2003, the Company entered into a consulting agreement
         whereby the consultant provides selling and multi-level marketing
         solutions in the amount of $104,000 through March 2004. This agreement
         has already begun implementation. Additional commitments with this same
         consultant were made on August 11, 2003. The financial impact is
         unknown; however, management believes it will be minimal at worst.

         $100,000 in funds to be received from the ESIP Plan were reported as
         "Receivable ESIP Stock Plan" as a current asset. These are for stock
         issued by June 30, 2003, the sale proceeds of which were received by
         the Company during July 2003.

         On August 12, 2003, an asset purchase agreement was signed between the
         Company and it's subsidiary The Right Solution Gateway transferring the
         Company's assets to the subsidiary in exchange for one hundred percent
         of the subsidiary's stock.




                                       F-8

<PAGE>



ITEM  2.          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATION

General

As used herein the term "Company" or "Gateway" refers to Gateway Distributors,
Ltd., a Nevada corporation, its subsidiaries and predecessors, unless the
context indicates otherwise. The Company was originally incorporated in the
State of Nevada on May 26, 1993. Gateway's operated through a subsidiary known
as TRSG Corporation for the comparable period in 2002. Gateway has since sold
its shares of TRSG Corporation in exchange for the reduction of certain debts
and the retention of TRSG' s assets. On January 7, 2003, the Company created a
new operating subsidiary named the Right Solution Gateway, organized under the
laws of Nevada. This operating subsidiary bought the assets from the Company in
exchange for 100% of the operating stock of The Right Solution Gateway.

As a result of this transaction, the Company is a holding company and does not
have any direct operations. All of the Company's operations are conducted
through The Right Solution Gateway and Grandma Hamman's. The combination of
operations results in a network of marketing that sells whole food nutrition,
and health and dietary supplements. These products are marketed through retail
sales and network marketing organizations within the United States and wholesale
personal import sales outside of the United States. The Company conducts all of
its retail and store sales through Grandma Hamman's, also a wholly owned
subsidiary of the Company.

Network marketing enables the Company's subsidiary The Right Solution Gateway's
independent distributors in the United States to earn profits by selling the
Company's products to retail consumers. Distributors may also develop their own
distributor downline organizations by sponsoring others to do business in any
market where the Company operates, entitling the sponsors to receive overrides
or commissions (cash incentives, including royalties and bonuses) on product
sales within their downline organizations.

The Company believes that through special blends, whole foods, such as grains
and vegetables, can be combined to help produce optimum health. Recent studies
reveal that prevention through health maintenance is a key to enjoying a
healthier lifestyle. However, health challenges today are at an all- time high.
The need for proper nutrition has never been greater. The Company markets whole
food products based on the proposition that pure, natural, unprocessed,
unpreserved, unsprayed, simple, organic foods provide whole food nutrition. The
Company believes that whole food nutrition is the key, the answer, and the
solution to creating a long healthy life. The health care products that the
Company sells are intended to provide nutritional supplementation to the
product's users. The products are not intended to diagnose, treat, cure or
prevent any disease.

                                        4

<PAGE>









Results of Operations

Sales for the six months ended June 30, 2003, were $588,046 compared to $559,324
for the same period in 2002. The increase in sales of approximately $29,000 is
attributable to the Company's maintaining sufficient inventory and the purchase
of it's subsidiary, Grandma Hamman's. The inventory being maintained at
sufficient levels was the result of the Company's diligence in tracking monthly
usage of product, length of time required in manufacturing and delegating
product funding. Costs of sales were $124,785 for the six months ended on June
30, 2003, compared to $117,102 for the comparable period in 2002. Cost of sales
increased by approximately $8,000 due to a higher percentage of sales on Grandma
Hamman's products.

Selling, general, and administrative expenses were $742,079 for the six months
ended on June 30, 2003 and $1,550,609 for the comparable period in 2002, a
decrease of approximately $809,000. The primary reason for the decrease was a
drop in professional fees and implementing cost cutting measures.

Net loss was $363,871 during the six months ended on June 30, 2003, compared to
a net loss of $921,089 for the comparable period in 2002. The Company's
reduction in the operating loss for the six months ended June 30, 2003, of
approximately $829,000 was the result of the reduction in professional fees and
implementing cost cutting measures.

Liquidity and Capital Resources

The Company had a net working capital deficit of $4,647,442 for the six months
ended June 30, 2003, as compared to a $6,168,417 deficit at the end of December
31, 2002. The Company's working capital deficit decreased $1,520,975 primarily
as a result of converting debt for stock of $275,803 and proceeds from the sales
of stock.

Cash flow from operations was $310,653 for the six months ended June 30, 2003,
compared with cash flow used in operations of $320,789 for the comparable period
in 2002.

Cash flows used in investing activities for the six months ended June 30, 2003
were $346,577, compared with cash from investing activities of $50,566 for the
comparable period in 2002.

Cash flow used in financing activities was $ 671,343 for the six months ended
June 30, 2003 as compared to $281,081 received from the comparable period in
2002. Due to the Company's cash flow fluctuations, the Company experiences
occasional cash flow shortages. To satisfy its cash requirements, including the
debt service, the Company must periodically raise funds from external sources.
This often involves the Company conducting exempt offerings of its equity
securities.

                                        5

<PAGE>



Impact of Inflation

The Company believes that inflation has had a negligible effect on operations
over the past two years. The Company believes that it can offset inflationary
increases in the cost of materials and labor through increased sales and
improved operating efficiency.
Capital Expenditures
The Company made approximately $50,000 in capital expenditures over the periods
covered by this report.

Going Concern

The Company's ability to continue as a going concern is an issue raised as a
result of continued losses over the years. The Company's ability to continue as
a going concern is subject to the ability of the Company to obtain a profit and
/or obtaining the necessary funding from outside sources. Management is
committed to taking the necessary steps to ensure the Company remains a going
concern. Management's plan to address the Company's ability to continue as a
going concern includes: (1) obtaining additional funding from the sale of the
Companies securities; (2) increasing sales; (3) obtaining loans and grants from
various financial institutions where possible. Although management believes that
it will be able to obtain the necessary funding to allow the Company to remain a
going concern through the methods discussed above, there can be no assurances
that such methods will prove successful.

ITEM 3. CONTROLS AND PROCEDURES

On June 30, 2003, the Company's Chief Executive Officer and Chief Financial
Officer made an evaluation of the Company's disclosure controls and procedures.
In the Company's opinion, the disclosure controls and procedures are adequate
because the systems of controls and procedures are designed to assure, among
other items, that 1)recorded transactions are valid; 2) valid transactions are
recorded; and 3) transactions are recorded in the proper period in a timely
manner to produce financial statements which present fairly the financial
condition, results of operations and cash flows for the respective periods being
presented. Moreover, the evaluation did not reveal any significant deficiencies
or material weaknesses in The Company's disclosure controls and procedures.

There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect these controls since the last
evaluation.


                                        6

<PAGE>



                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

During April through June 2003, the Company issued 36,000,000 shares of
restricted stock to Florence Ternes and Rick Bailey. The shares were issued for
services rendered at nominal value of $3,600. The Company issued the above
described restricted shares pursuant to section 4(2) of the Securities Act of
1933 in isolated private transactions by the Company which did not involve a
public offering.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

On April 16, 2003, the Company did a 3,000 for 1 reverse stock split. All
references to the Company's stock reflect this reverse split retroactively.

The Company filed with the Securities and Exchange Commission ("SEC") on April
11, 2003, a Form S-8 notifying of an "Employee Stock Incentive Plan for the Year
2003" and a "Non- Employee Directors and Consultants Retainer Stock Plan for the
Year 2003." The number of shares registered are1,000,000,000 shares for the
employees and 1,000,000,000 shares for non- employees for a total of
2,000,000,000, all at a proposed offering price per share of $0.0001. The first
stock was issued April 17, 2003. By June 30, 2003, 18,815,000 unrestricted
shares of stock had been issued under this plan. Out of the 18,815,000 shares
issued under the Employee Stock Incentive Plan, 10,052,000 shares have been sold
to the public for net proceeds to the company of $516,301.21. In addition as of
August 05, 2003 a total of 38,987,100 shares have been issued under the Employee
Stock Incentive Plan.


                                        7

<PAGE>



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits: Exhibits required to be attached by Item 601 of Regulation
         S-B are listed in the Index to Exhibits Beginning on page11 of this
         Form 10-QSB, which is incorporated herein by reference.

         Reports on Form 8-K

         No reports filed in this period.


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, there unto duly authorized.


                                                     Gateway Distributors Ltd


Date: August 13, 2003                                /s/ Richard Bailey
                                                     ----------------------------------------------------------
                                                     Richard Bailey, CEO, CFO and Director

                                        8

<PAGE>



                                INDEX TO EXHIBITS

                                  Exhibit Page


No.              No.      Description
---------------- -------- --------------------------------------------------------------------------------------------
3(i)(a)           *       Amended and Restated Articles of Incorporation of
                          the Company as amended and bylaws are herein
                          incorporated by reference from the Company's Form 10-
                          SB/A filed December 15, 1999.
3(i)(b)          *        Bylaws of the Company, as amended. and incorporated by reference from the
                          Company's Form 10-SB/A filed December 15, 1999.

Material Contracts
10(i)            12       Service Agreement between American Fire Retardant Corp a Nevada
                          Corporation located at 9337 Bon Avenue, El Cajon, CA 92021 and The
                          Company as of May 15, 2003.
10(ii)           17       Employment Agreement dated July 07, 2003 By and between Gateway
                          Distributors and Blaine Wendtland
10(iii)          21       Promissory Note for $17,500 dated July 03, 2003 between Ed Wendtland
                          (Lender) and Grandma Hamman's (the "Borrower")
10(iv)           23       Promissory note for $200,000 dated July 03, 2003 between Gateway Distributors
                          (Borrower) and Los Cabos Freedom Movement (Lender).
10(v)            25       Consulting Agreement dated July 17, 2003 between The Right Solutions
                          Gateway and Jack M. Zufelt.
10(vi)           30       Asset Purchase Agreement dated August 11, 2003 between Gateway Distributors
                          Ltd and The Right Solution.
31(i)            10       Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section
                          906 of  the Sarbanes-Oxley Act of 2002.
32(i)            11
* Previously filed as indicated and incorporated herein by reference from the
referenced filings previously made by the Company.


                                       9

<PAGE>



                                 CERTIFICATIONS

I, Richard Bailey, certify that:

     1. I have reviewed this quarterly Report on Form 10-QSB of Gateway Distributors Ltd.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

     (b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

     (c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

     5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

     (a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

     (b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

     6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: August 13, 2003

/s/ Richard Bailey
-------------------------------------------------------------------------------
CEO and CFO

                                       10

<PAGE>



                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss. 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Gateway Distributors, Ltd.. (the
"Company") on Form 10-QSB for the period ending June 30, 2003, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"). I, Richard
Bailey, Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that, to the best of my knowledge and belief:

               (1) the Report fully complies with the requirements
                  of Section 13(a) or 15(d) of the Securities
                  Exchange Act of 1934; and

               (2) the information contained in the Report fairly
                  presents, in all material respects, the financial
                  condition and result of operations of the Company.

/s/ Richard Bailey
Richard Bailey
CEO and CFO
August 13, 2003




                                       11

<PAGE>



 EXHIBIT 10(I)
Agreement

Between

Gateway d.b.a. The Right Solution

And

American Fire Retardant Corp

WHEREAS, this agreement (the "Agreement") is made as of May 15, 2003 by and
between American Fire Retardant Corp., (the "Client") a Nevada corporation,
located at 9337 Bon Avenue, El Cajon, CA 92021 (hereinafter referred to as
"Client") and Gateway d.b.a. The Right Solution, a Nevada corporation located at
3035 Patrick Lane, Suite 14, and Las Vegas (the "Company") and their assignees,
nominees, heirs and assigns.

WHEREAS COMPANY renders professional sales and marketing and the related
administrative support services to their business clientele, have certain
knowledge, expertise, information, contacts and associations with persons and
entities who might be interested in providing distribution, sales and
merchandising opportunities and/or providing other business and revenue
generating opportunities, and desire to act as consultants to provide such
services.

WHEREAS COMPANY occupies its own facilities and has warehousing and distribution
capacity.

 WHEREAS Client desires to engage the services of COMPANY to perform, (by and
through their associates, agents, employees, and associated entities,) some or
all of the herein-described services on behalf of Client. COMPANY and Client
agree that COMPANY will provide such services upon the terms and conditions
herein below provided.


NOW, THEREFORE, with mutual acknowledgement of the receipt of sufficient
consideration, the parties, intending to be legally bound hereby, agree as
follows:


I.   SERVICES

Client hereby engages COMPANY, and COMPANY agrees to use their reasonable best
efforts to provide some or all of the herein-referenced services on behalf of
Client and/or any associated entities in connection with any of Client or its
associated entity's Product(s).


                                       12

<PAGE>




Distribution of Client products to include warehousing and shipping of products.
Telemarketing and Sales services to be determined.

II.   COMPENSATION TO COMPANY
              A. Distribution fee to be determined and agreed to by
         COMPANY and Client based on a unit cost and/or shipment cost.

B.       Percentage of sales for providing sales and/or telemarketing services to be determined and
agree to by COMPANY and Client.

C.  Payments to COMPANY will be made on a weekly basis.  Client will pay for startup fees
associated with services provided but have the right to approve expenses prior to expenditures.

III.     COMPANY'S REPRESENTATIONS AND WARRANTIES

A.       COMPANY and Client represent and warrant that they are validly formed and in good
standing as a corporation, organized in accordance with the applicable federal, state, municipal and
local laws, regulations, orders, rulings and decrees within its place of domicile.
B.       Client represents and warrants that it has the requisite financial resources to meet all of its
financial obligations to COMPANY.

IV.      CLIENT OBLIGATIONS

A. CLIENT shall provide COMPANY with true, complete and accurate information
regarding its Product(s). Such information shall also include sufficient
relevant, current and historical business, financial, and other information
necessary for the proper performance of COMPANY services hereunder. In
performing their services hereunder, COMPANY shall have the right to rely on,
utilize and present such information to potential customers without independent
verification thereof. CLIENT shall cooperate and support COMPANY attempts to
accomplish their objectives under this Agreement, and shall take such actions
and execute such additional instruments as may be reasonably necessary to
implement and carry out the intent and purpose of this Agreement.

B.       Client will have the right to approve any bulk sales and will establish pricing of all products.

V.       INDEMNIFICATION AND ACCOUNTING

A. The Parties agree to indemnify, hold harmless, and defend each other, their
members, officers, shareholders, directors, agents and employees, at the
culpable party's expense for any claim arising out of any proceeding or suit
which may arise out of an alleged breach of contract or claim of
misrepresentation, inaccuracy or incompleteness, in whatever form, resulting
from documentation

                                       13

<PAGE>



and/or information provided in furtherance of this agreement.

B. COMPANY and Client will provide each other a full and complete accountings of
all revenues received as a result of any Transactions under this Agreement,
(hereinafter referred to as "Accountings").


VI.      CONFIDENTIALITY

A. The Company and Client each agree to provide reasonable security measures to
keep information confidential where disclosure to third parties may be
detrimental to the parties. They shall each use their best efforts to require
their principals, employees, agents, affiliates, subcontractors, and others who
will have access to the information to abide by the confidentiality contemplated
by this Agreement.

B. Except to accomplish the purposes of this Agreement, no party will disclose,
use, or make known, for its or a third party's benefit, any confidential
information, knowledge, or data of any other party, or any confidential
source(s) of any other party, during the term of this Agreement. Confidential
information, knowledge, data, and confidential sources shall not include any
information that is, or becomes (1) generally known or available by publication
or commercial use, or (2) is known and can be documented to be known by the
recipient party at the time of disclosure and is not subject to restriction, or
(3) is received by the recipient party from a third party not under any legal
obligation to the disclosing party to maintain such information in confidence.

C. In the event this provision is deemed in any court proceeding too restrictive
to be enforceable, such restriction shall be deemed reduced to the maximum
extent allowable by the court to be found enforceable.

D. It is expressly agreed by all parties that any limitations herein relating to
the use of the Proprietary Information of the Products shall be fully
enforceable and binding for a period of three (3) years subsequent to the
expiration of the last Transaction under this Agreement.


VII.     MISCELLANEOUS PROVISIONS

A.       Modifications. This Agreement may be amended, modified and supplemented only by
written agreement of Client and COMPANY.

B.       Waiver of Compliance. Any failure of any party to comply with any
       obligation, agreement, or condition herein may be expressly waived in
       Writing, but such waiver or failure to insist upon strict compliance with such

                                       14
<PAGE>



obligation, covenant, agreement or condition shall not operate as a waiver or
estoppel with respect to, any subsequent or other failure.

C.       Other Business Opportunities. Each party hereto shall have the right independently to engage
in and receive full benefits from other business activities as long as the other party is notified in
writing and they are allowed first right of refusal.

D. Publication of Relationship. The parties shall have the right to publish
and/or otherwise disclose in any published announcements, publicity campaigns,
press releases, media, websites, and other appropriate venues the fact that the
Transaction(s) closed hereunder as long as both parties agree.

E. Notices. Any notices to be given hereunder by any party to any other may be
Effected by personal delivery in writing or by mail, registered or certified,
postage prepaid. Notice may also be given hereunder by electronic transmission
(i.e. facsimile and "e-mail,") provided such electronic transmission is
recognized and accepted by the court in any legal proceeding. Mailed notices
shall be addressed to the addresses supplied by the parties, but any party may
change their address by written notice in accordance with this subsection.
Notices delivered personally and/or by electronic transmission shall be deemed
communicated as of actual receipt; mailed notices shall be deemed communicated
as of five (5) days after mailing.

F. Assignment and Delegation. This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns. No party shall delegate the
performance of its duties or obligations under this Agreement without the prior
written consent of the other parties, except by operation of law.

G.       Governing Law. This Agreement and the legal relations between the
parties hereto shall be governed by and construed in accordance with the laws of
the United States, State of Nevada, without regard to theirs conflict of law
doctrine. If any action is instituted to enforce or interpret any provision of
this Agreement, the jurisdiction and venue shall be in Nevada.

H.       Facsimile and Counterparts. This Agreement may be executed by
facsimile, and may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.

I. Arbitration, Legal Action and Attorneys' Fees and Costs. If any legal action
arises from this agreement, the parties agree to attempt resolution first with
non-binding arbitration without relinquishing their legal rights. In any legal
action, the prevailing party(s) shall be entitled to reasonable attorneys' fees
and costs in accordance with the law. This provision shall be construed as
applicable to the entire Agreement.


                                       15

<PAGE>



J.       Survivability.  If any part of this Agreement is deemed by a court of
competent jurisdiction to be invalid or unenforceable, that part shall be
severable from the remainder of the Agreement. In the event that any provision
hereof shall be legally unenforceable, the remaining provisions shall
nevertheless be carried into effect.

K. Relationship of the Parties. The parties to this Agreement have no
relationship with each other beyond the relationship expressly provided for
herein. Nothing contained in this Agreement shall be deemed to create any
additional relationships, (i.e. cause any party to become the partner, agent or
legal representative of each other, nor create any fiduciary relationship
between them). Neither party shall have any authority to act for or to assume
any obligation or responsibility on behalf of any other party, except as
otherwise expressly provided herein.

L. Term of Agreement and Termination. This Agreement shall be effective upon execution. With
respect to any Closed Transaction this Agreement shall remain in full force and effect.

M. With respect to any prospective Financing, this Agreement may be terminated
prior to the Closing of a pending Transaction "for cause" at the election of the
injured party upon the occurrence of any of the following events: material
misrepresentation or material breach under this Agreement, (hereinafter
individually and collectively referred to as "Cause"). In such event, the
injured party shall give the other party, in writing, thirty (30) days in which
to "cure" the Cause. Compensation to which COMPANY is entitled shall survive the
termination of this Agreement.

N. Entire Agreement. This Agreement sets forth the entire Agreement and
understanding of the parties hereto in respect to the subject matter contained
herein, and supersedes all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any
party hereto in regard to the subject matter contained herein.


IN WITNESS WHEREOF, the parties hereto asserting that they have read, understand
and agree to all terms herein, have the authority to execute this Agreement on
behalf of their principal, and have caused this Agreement to be executed by
their duly authorized representatives.

/s/ Rick Bailey
--------------------------------------------------------------
Rick Bailey, President / CEO COMPANY                                            Date

?s/ Stephen Owens
--------------------------------------------------------------
Stephen F. Owens Chief Operating Officer Director                                       Date


                                       16

<PAGE>



                                 EXHIBIT 10(II)
EMPLOYMENT AGREEMENT


This Employment Agreement (this "Agreement") is made effective as of July 07, 2003, by and
between Gateway Distributors ("Gateway"), of 3035 E. Patrick Ln., Las Vegas, Nevada, 89120
and Blaine Wendtland ("Blaine"), of 1620 Whispering Pine Ln., Appleton, Wisconsin, 54913.

                A. Gateway is engaged in the business of Vitamin
              and Supplement Distribution.  Blaine
              will primarily perform the job duties at the following location:  3035 E. Patrick Ln.,
              Las Vegas, Nevada.

               B. Gateway desires to have the services of Blaine.

                 C. Blaine is willing to be employed by Gateway.

Therefore, the parties agree as follows:

           1. EMPLOYMENT. Gateway shall employ Blaine as a(n) Account
     Executive.  Blaine shall
     provide to Gateway the following services: To promote and sell products
     provided by Gateway Distributors and/or the Right Solution. Blaine accepts
     and agrees to such employment, and agrees to be subject to the general
     supervision, advice and direction of Gateway and Gateway's supervisory
     personnel. Blaine shall also perform (i) such other duties as are
     customarily performed by an employee in a similar position, and (ii) such
     other unrelated services and duties as may be assigned to Blaine from time
     to time by Gateway.

              2. BEST EFFORTS OF EMPLOYEE. Blaine agrees to perform
     faithfully, industriously, and to
     the best of Blaine's ability, experience, and talents, all of the duties
     that may be required by the express and implicit terms of this Agreement,
     to the reasonable satisfaction of Gateway. Such duties shall be provided at
     such place(s) as the needs, business, or opportunities of Gateway may
     require from time to time.

              3. COMMISSION PAYMENTS. Gateway will make commission
     payments to Blaine based on
     15% of Net Profit on total sales of company (Sale price minus Cost of
     Goods). This commission will be paid semi-monthly on the tenth day and the
     twenty-fifth day of the month, each payment corresponding to the
     semi-monthly period that ended approximately fifteen days prior to the
     payment date.

         (b)      Accounting.  Gateway shall maintain records in sufficient detail for purposed of
                  determining the amount of the commission.  Gateway shall provide to Blaine a
                  written accounting that sets forth the manner in which the commission payment

                                       17

<PAGE>



                  was calculated.

         (c)      Right to Inspect. Blaine, or Blaine's agent, shall have the
                  right to inspect Gateway's records for the limited purpose of
                  verifying the calculation of the commission payments, subject
                  to such restrictions as Gateway may reasonably impose to
                  protect the confidentiality of the records. Such inspections
                  shall be made during reasonable hours as may be set by
                  Gateway.

         (d)      Death of the Employee. If Blaine dies during the term of this
                  Agreement, Blaine shall be entitled to payments or partial
                  commission payments for the period ending with the date of
                  Blaine's death.

           5. EXPENSE REIMBURSEMENT. Gateway will reimburse Blaine fo
     "out-of-pocket"
     expenses incurred by Blaine in accordance with Gateway's policies in effect
     from time to time.

            6. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Blaine shall
     provide Gateway
     with all information, suggestions, and recommendations regarding Gateway's
     business, of which Blaine has knowledge, that will be of benefit to
     Gateway.

           7. CONFIDENTIALITY. Blaine recognizes that Gateway has and
     will have information
     regarding the following:
                                  - inventions
                                   - products
                                - product design
                                   - processes
                               - technical matters
                                 - trade secrets
                                  - copyrights
                                - customer lists
                                    - prices
                                     - costs
                                   - discounts
                               - business affairs
                                 - future plans
                  - issues related to the sale of Company Stock
         and other vital information items (collectively, "Information") which
         are valuable, special and unique assets of Gateway. Blaine agrees that
         Blaine will not at any time or in any manner, either directly or
         indirectly, divulge, disclose, or communicate any Information to any
         third party without the prior written consent of Gateway, Blaine will
         protect the Information and treat it s strictly confidential. A
         violation by Blaine of this

                                       19

<PAGE>



         paragraph shall be a material violation of this Agreement and will
         justify legal and/or equitable relief.

             5. CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The
     confidentiality
     provisions of this Agreement shall remain in full force and effect for a
     90-day period after the termination of Blaine's employment. During such
     90-day period, neither party shall make pr permit the making of any public
     announcement or statement of any kind that Blaine was formerly employed by
     or connected with Gateway.

            6. EMPLOYEE'S INABILITY TO CONTRACT FOR EMPLOYER. Blaine
     shall not have the
     right to make any contracts or commitments for or on behalf of Gateway
     without first obtaining the express written consent of Gateway.

              7. BENEFITS. Blaine shall be entitled the employment
     benefits, including disability insurance
     as provided by Gateway's policies in effect from time to time.

               8. TERM/TERMINATION. Blaine's employment under this
     Agreement shall be for an
     unspecified term on an "at will" basis. This Agreement may be terminated by
     Gateway upon 30 days written notice, and by Blaine upon 30 days written
     notice. If Gateway shall so terminate this Agreement, Blaine shall be
     entitled to compensation for 30 days beyond the termination date of such
     termination, unless Blaine is in violation of this Agreement. If Blaine is
     in violation of this Agreement, Gateway may terminate employment without
     notice and with compensation to Blaine only to the date of such
     terminations. The compensation paid under this Agreement shall be Blaine's
     exclusive remedy.

              9. TERMINATION FOR DISABILITY. Gateway shall have the
     option to terminate this
     Agreement, if Blaine becomes permanently disabled and is no longer able to
     perform the essential functions of the position with reasonable
     accommodation. Gateway shall exercise this option by giving 30 days written
     notice to Blaine.

             10. COMPLIANCE WITH EMPLOYER'S RULES. Blaine agrees to
     comply with all of the
     rules and regulations of Gateway.

           11. RETURN OF PROPERTY. Upon termination of this Agreement,
     Blaine shall deliver to
     Gateway all property which is Gateway's property or related to Gateway's
     business (including keys, records, notes, data, memoranda, models, and
     equipment) that is in Blaine's possession or under Blaine's control. Such
     obligation shall be governed by any separate confidentiality or proprietary
     rights agreement signed by Blaine.

            12. NOTICES. All notices required or permitted under this
     Agreement shall be in writing and
     shall be deemed delivered when delivered in person or on the third day after being deposited

                                       20

<PAGE>



     in the United States mail, postage paid, address as follows:

     Employer:

     Gateway Distributors
     Flo Ternes
     C.O.O.
     3035 E. Patrick Lane
     Las Vegas, Nevada 89120

     Employee:

     Blaine Wendtland
     1620 Whispering Pine Lane
     Appleton, Wisconsin 54913

     Such addresses may be changed from time to time by either party by
     providing written notice in the manner set forth above.

            13. ENTIRE AGREEMENT. This agreement contains the entire
     agreement of the parties and
     there are no other promises or conditions in any other agreement whether
     oral or written. This Agreement supersedes any prior written or oral
     agreements between the parties.

           14. AMENDMENT. This Agreement may be modified or amended, i
     the amendment is made
     in writing and is signed by both parties.

           15. SEVERABILITY. If any provision of this Agreement shall
     be held to be invalid or
     enforceable for any reason, the remaining provisions shall continue to be
     valid and enforceable. If a court finds that any provisions for this
     Agreement is invalid or unenforceable, but that by limiting such provision
     it would become valid or enforceable, then such provision shall be deemed
     to be written, construed, and enforced as so limited.

           16. WAIVER OF CONTRACTUAL RIGHT. The failure of either part
     to enforce any
     provision of the Agreement shall not be construed as a waiver or limitation
     of that party's right to subsequently enforcer and compel strict compliance
     with every provision of this Agreement.

           17. APPLICABLE LAW. This Agreement shall be governed by the
     laws of the State of Nevada.



                                       21

<PAGE>



                                 EXHIBIT 10(ii)
PROMISSORY NOTE

$17,500.00                                                                      Date: July 03, 2003

For value received, the undersigned Grandma Hamman's (the "Borrower"), at 3035
E. Patrick Lane, Las Vegas, Nevada, 89120, promises to pay to the order of Ed
Wendtland, (the "Lender"), at 1620 Whispering Pine Lane, Appleton, Wisconsin
54913, (or at such other place as the Lender may designate in writing) the sum
of $17,500.00 with interest from August 01, 2003, on the unpaid principal at the
rate of 24.00% per annum.

The unpaid principal and accrued interest shall be payable in monthly
installments of $925.24, beginning on September 01, 2003, and continuing until
August 01, 2005, (the "Due Date"), at which time the remaining unpaid principal
and interest shall be due in full.

All payments on this Note shall be applied first in payment of accrued interest
and any remainder in payment of principal.

The Borrower promises to pay a late charge of $87.00 for each installment that
remains unpaid more than 10 day(s) after its Due Date. This late charge shall be
paid as liquidated damages in lieu of actual damages, and not as a penalty.

If any payment obligation under this Note is not paid when due, the remaining
unpaid principal balance and any accrued interest shall become due immediately
at the option of the Lender.

The Borrower reserves the right to prepay this Note (in whole or in part) prior
to the Due Date with no prepayment penalty.

If any payment obligation under this Note is not paid when due, the Borrower
promises to pay all costs of collection, including reasonable attorney fees,
whether or not a lawsuit is commenced as part of the collection process.

This Note is secured by a Merchant Account currently used by Grandma Hamman's
Specialty Foods, dated July 03, 2003. The Lender is not required to rely on the
above security instrument and the assets secured therein for the payment of this
Note in the case of default, but may proceed directly against the Borrower.

If any of the following events of default occur, this Note and any other
obligations of the Borrower to the Lender, shall become due immediately, without
demand or notice:

               1. the failure of the Borrower to pay the principa
              and any accrued interest in full on or

                                       22

<PAGE>



              before the Due Date;

                     2. the death of the Borrower or Lender;

                3. the filing of bankruptcy proceedings involving
              the Borrower as a debtor;

                   4. the application for the appointment of a
              receiver for the Borrower;

                  5. the making of a general assignment for the
              benefit of the Borrower's creditors;

                       6. the insolvency of the Borrower;

                  7. a misrepresentation by the Borrower to the
              Lender for the purpose of obtaining or extending credit.

In addition, the Borrower shall be in default if there is a sale, transfer,
assignment, or any other disposition of any assets pledged as security for the
payment of this Note, or if there is default in any security agreement which
secures this Note.

If any one or more of the provisions of this Note are determined to be
unenforceable, in whole or in part, for any reason, the remaining provisions
shall remain fully operative.

All payments of principal and interest on this Note shall be paid in the legal
currency of the United States. The Borrower waives presentment for payment,
protest, and notice of protest and nonpayment of this Note.

No renewal or extension of this Note, delay in enforcing any right of the Lender
under this Note, or assignment by Lender of this Note shall affect the liability
or the obligations of the Borrower. All rights of the Lender under this Note are
cumulative and may be exercised concurrently or consecutively at the Lender's
option.

This Note shall be construed in accordance with the laws of the state of Nevada.

Borrower:

Grandma Hamman's Specialty Foods

By: __________________________________
      Rick Bailey


                                       23

<PAGE>



                                  EXHIBIT (IV)
PROMISSORY NOTE

$200,000.00                                                                     Date: July 03, 2003

For value received, the undersigned Gateway Distributors (the "Borrower"), at
3035 E. Patrick Lane, Las Vegas, Nevada, 89120, promises to pay to the order of
Los Cabos Freedom Movement L.L.C. (the "Lender"), at P.O. Box 841, Wautoma,
Wisconsin 54982, (or at such other place as the Lender may designate in writing)
the sum of $200,000.00 with interest from August 01, 2003, on the unpaid
principal at the rate of 8.00% per annum.

Unpaid principal after the Due Date shown below shall accrue interest at a rate
of 12.00% annually until paid.

The unpaid principal and accrued interest shall be payable in monthly
installments of $1,672.88, beginning on September 01, 2003, and continuing until
August 01, 2023, (the "Due Date"), at which time the remaining unpaid principal
and interest shall be due in full.

All payments on this Note shall be applied first in payment of accrued interest
and any remainder in payment of principal.

The Borrower promises to pay a late charge of $100.00 for each installment that
remains unpaid more than 30 day(s) after its Due Date. This late charge shall be
paid as liquidated damages in lieu of actual damages, and not as a penalty.

If any payment obligation under this Note is not paid when due, the remaining
unpaid principal balance and any accrued interest shall become due immediately
at the option of the Lender.

The Borrower reserves the right to prepay this Note (in whole or in part) prior
to the Due Date with no prepayment penalty.

If any payment obligation under this Note is not paid when due, the Borrower
promises to pay all costs of collection, including reasonable attorney fees,
whether or not a lawsuit is commenced as part of the collection process.

This Note is secured by a All assets, inventory, accounts receivable and
equipment of Grandma Hamman's Specialty Foods, dated July 03, 2003. The Lender
is not required to rely on the above security instrument and the assets secured
therein for the payment of this Note in the case of default, but may proceed
directly against the Borrower.

If any of the following events of default occur, this Note and any other obligations of the

                                       24

<PAGE>



Borrower to the Lender, shall become due immediately, without demand or notice:

               1. the failure of the Borrower to pay the principa
              and any accrued interest in full on or
              before the Due Date;

                     2. the death of the Borrower or Lender;

                3. the filing of bankruptcy proceedings involving
              the Borrower as a debtor;

                   4. the application for the appointment of a
              receiver for the Borrower;

                  5. the making of a general assignment for the
              benefit of the Borrower's creditors;

                       6. the insolvency of the Borrower;

                  7. a misrepresentation by the Borrower to the
              Lender for the purpose of obtaining or extending credit.

In addition, the Borrower shall be in default if there is a sale, transfer,
assignment, or any other disposition of any assets pledged as security for the
payment of this Note, or if there is default in any security agreement which
secures this Note.

If any one or more of the provisions of this Note are determined to be
unenforceable, in whole or in part, for any reason, the remaining provisions
shall remain fully operative.

All payments of principal and interest on this Note shall be paid in the legal
currency of the United States. The Borrower waives presentment for payment,
protest, and notice of protest and nonpayment of this Note.

No renewal or extension of this Note, delay in enforcing any right of the Lender
under this Note, or assignment by Lender of this Note shall affect the liability
or the obligations of the Borrower. All rights of the Lender under this Note are
cumulative and may be exercised concurrently or consecutively at the Lender's
option.

This Note shall be construed in accordance with the laws of the state of Nevada.

Signed this _____ day of _______________, ______ at __________________________,
-------------------------.




                                       25

<PAGE>



Borrower:
Gateway Distributors





                                  EXHIBIT 10(V)
CONSULTING AGREEMENT


This agreement is made this 17th day of July, 2003 between

The Right Solutions Gateway at 3035 East Patrick Lane, Suite 14, Las Vegas,
Nevada 89120, hereinafter referred to as RSG. Phone number (702) 938-9316.

And

Jack M. Zufelt at 3228 East Phillips Drive, Littleton, Colorado 80122,
hereinafter referred to as Zufelt. Phone number (303) 741-9025.

RSG agrees to retain Zufelt, and Zufelt has agreed to provide certain consulting
services on the terms and conditions set out below.


Responsibilities of Zufelt:

Zufelt will help RSG create an integrated prospecting and recruiting system with
specific prospecting and recruiting tools customized specifically for RSG.

Zufelt   will consult with RSG on all aspects of their business as well as
         create and implement important strategies regarding all aspects of what
         it takes to cause prospecting and recruiting. It will include a
         24-hour, 7 day a week system that is designed and dedicated
         specifically to help RSG distributors prospect and recruit on both its
         products, and its income opportunity.

This consulting, prospecting and recruiting system shall include:

        a)  A 10 to 15 minute recruiting script for an audiocassette/CD to be used for powerful
            prospecting.  Zufelt will arrange for professional voice and be at the studio to direct that

                                       26

<PAGE>



            professional to create the kind of inflection and sound on the tape that is desired.

        b)  Sample, short scripts for distributors to use when handing out the
            cassette and when calling back respondents to the new prospecting
            tools.

        c)  Short scripts for distributors to use when following up on prospects
            they have given or sent the prospecting tape to.

        d)  A 10 to 15 minute ?closing? script to be used for pre-recorded
            message to be used by distributors to bring prospects to a decision.
            It will be designed specifically to close the sale on both the
            products AND the business opportunity. It will gently, but
            powerfully, hard sell prospects on the products, auto-ship and the
            income opportunity as well as give them the three choices of
            packages to buy so that when the call is over all the distributor
            has to say to the prospect is, ?So, what do you want to do?? Or
            ?Which choice do you want to start with??


        e)  Three powerful, attention getting letters to be used for prospecting
            and recruiting by distributors. One will be designed to accompany
            the recruiting cassette that goes to people they already know,
            another will be designed to accompany the cassette to go to those
            they don?t know and the third one will be a letter that can be sent
            out by itself inviting prospects to request the cassette.

        f)  An income projection for the consultant based on 6 and 12 months of
            using Zufelt?s system and RSG?s compensation plan. With your help
            and knowledge of the Right Solutions comp plan I will create
            realistic, believable, not pie in the sky, income projections with
            just a 2% success rate, showing potential income after just 6 and 12
            months of faithfully using the prospecting system I create. This
            always excites distributors into action because it is so believable.

        g)  Design hard-hitting, attention getting, 4-color Post Cards for prospecting.

        h)  Sell and train your existing distributors on using the system I
            create for you in up to five live seminars and up to 30 conference
            calls. Who better than the author, of the new recruiting system with
            years of proof that it works, as well as extensive credentials, to
            tell your distributors, new or old, about the system and excite and
            motivate them to use it on a massive scale? I will also pass my
            abilities on to you and any person you so designate as well as any
            of the leaders in the field who want to get and stay serious about
            making money through proper prospecting and massive recruiting.

                                       27

<PAGE>




        i)  90 Days of unlimited consulting which will include but is not be limited to:
                .
                C    Spending time with the owners to learn about, and become indoctrinated on, the
                     flavor, feel and culture of RSG including the compensation
                     plan and any other things pertinent to creating powerful
                     business building tools.

                C    Analyze and make recommendations on making sure all
                     existing brochures letters, website pages and any other
                     marketing materials past, present or future are designed to
                     sell the opportunity and/or the products or both.
                       .
                C Help define what should go into the three packages/business
builder kits.

                C    Unlimited consulting on any and all other aspects of the
                     RSG business opportunity as needed.

                C    Consult with RSG on how to leverage what I am doing for the
                     company to help make PR with the market makers of their
                     stock.



Responsibilities of RSG

1. In exchange for Zufelt?s services listed above, RSG shall pay Zufelt the sum
of one hundred and four thousand dollars ($104,00.00) in US funds.



This amount is to be paid as follows:

Upon the signing of this agreement and on or before Friday the 18th of July
2003, RSG shall purchase from Zufelt one thousand each of the following:

1,000 Learn To Earn cassette programs
1,000 How to Use The Conquering Force Within You cassette program 1,000 Bonus
Tapes 1,000 The DNA of Success Books 1,000 9 Reports For Your Success 1,000
Monthly Ezine subscription to the ?Z? Report (Included at no charge)

                                       28

<PAGE>



Payments for the above items shall be as follows: Eight thousand, six hundred
and sixty six dollars, ($8,666.00) in US funds is due and payable on July 18,
2003. The balance of ninety five thousand three hundred and thirty four dollars
($95,334.00) shall be paid to Zufelt in eleven equal, weekly payments of eight
thousand six hundred and sixty six dollars ($8,666.00) each. Said payments to be
made on or before the following dates:

July 25, 2003, August 1, 2003, August 8, 2003, August 15, 2003, August 22, 2003,
August 29, 2003, September 5, 2003, September 12, 2003, September 19, 2003,
September 26, 2003 and October 3, 2003.

All payments must be made in one of the following forms:

        1)   Certified check made out to Jack M. Zufelt. If a certified check is sent it must be sent via
             overnight delivery.
        2)   Wire transfer to Zufelt?s bank account. If wire transfer, use the following banking
             information:
                                  Receiving Bank Information

                                  ARAPAHOE BANK AND TRUST
                                  7777 East Arapahoe Road
                                  Englewood, Colorado  80112   USA

                                  Account Name:      Z Distributing, Inc.
                                  Account Number:  1073885
                                  Routing Number for Wire Transfer:   107 00 1957

2. Zufelt shall order and send the 1,000 of each product as described above once
all of the payments as outlined in Responsibilities of RSG ( 1 ) above have been
paid in full. Zufelt will advance product earlier to provide startup needs from
his inventory if necessary.

3. RSG shall use commit to use Zufelt to train at the above five mentioned
seminars and conference calls between the date of this agreement and March of
2004. The schedule for all such seminars and conference calls must be agreed
upon by both Zufelt and RSG.

RSG shall pay all of Zufelt?s expenses relating to the above services listed and
identified as ( a ) thorough ( i ) including, but not limited to, professional
voice, studio time for recording of the prospecting cassette, production of
prospecting cassettes/CDs, graphic artists for post cards etc., design layout
etc., all travel expenses including non restricted round trip airfare (via
United Airlines where possible), car rental and gas, lodging, meals, airport
parking etc. as well as long distance calls,

                                       29

<PAGE>



conference calls etc. If any travel is required out of the continental US or
Canada, airfare shall include round trip in business class. All expenses must be
pre-approved by the Company.


Act of God:

If, due to an act of God or other cause beyond the control of Zufelt or RSG, any
agreed upon consulting, conference call or training presentation cannot be given
at the time, place and upon the terms agreed to, and if a satisfactory
substitute or alternate date cannot be arranged, neither Jack Zufelt or RSG
shall have claim for damages.

RSG understands and accepts that this consulting agreement with Zufelt is not an
exclusive agreement and that Zufelt may have other clients for which he provides
the same or similar services.

This contract will be construed according to the laws of the State of Nevada and
any disputes arising here from will be litigated in its courts.

If payment under the terms of this contract is not made when due, RSG agrees to
pay all costs of collection including attorneys fees and 1.5% per month on all
amounts past due.

This contract sets forth the entire understanding and agreement and is not
subject to amendment or supplemental agreement except in writing and duly
executed by both parties. This agreement shall be valid and binding only when
signed by both an authorized agent for RSG and Jack M. Zufelt.


Signed _________________________________                    Date ___________________
                      Jack M. Zufelt



Signed Gateway Distributors, Ltd, d.b.a. The Right Solution

_________________________________                            Date ___________________
Rick Bailey President / CEO


                                       30

<PAGE>



                                 EXHIBIT 10(VI)
                            ASSET PURCHASE AGREEMENT
                       This Asset Purchase Agreement dated this 11th day of August 2003 retro to
January 1, 2003 (hereinafter the "Agreement") is made and enter into by and
among Gateway Distributors LTD (GWDL) (hereinafter the "Seller") and The Right
Solution Gateway a Nevada Corporation (hereinafter the "Buyer"). Throughout this
Agreement, the Buyer and the Seller may be referred to collectively as the
"Parties".
                                   WITNESSETH:
         WHEREAS, the Seller intends to sell to the Buyer all assets of Seller,
all as set forth in Exhibit "A", attached hereto and incorporated herein
(hereinafter the "Assets"); Grandma Hammans will remain a subsidiary of Gateway
and is not party to this agreement.
         WHEREAS, the Seller is a duly formed and validly existing corporation
in good standing under the laws of the State of Nevada and
         WHEREAS, the Buyer is a duly formed and validly existing corporation in
good standing under the laws of the State of Nevada; and
         WHEREAS, Buyer wishes to purchase from the Seller and the Seller desires to sell to
the Buyer the Assets, and
         WHEREAS, the parties are desirous of documenting their representations,
warranties, covenants agreements and conditions relating to the purchase and
sale of the Assets into a written agreement.
         NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants, representations, agreements and warranties herein contained, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties agree as follows:
         1. RECITALS:  The foregoing recitals are true and correct in all material respects and
            ---------
are incorporated herein as if fully stated.
         2. DEFINITION:  The following terms shall have the following meanings for the
            ----------
purposes of this Agreement:
              2.1 "Agreement" shall mean this Asset Purchase Agreement,
including all exhibits and schedules attached hereto, as may be amended from
time to time.

          2.2      "Closing" shall mean the completion of the transactions contemplated in this
Agreement.


                                       31

<PAGE>



               1.3 "Closing Date" shall mean the date on which the
                    Closing occurs or is to occur.
         2.4 "Contract" shall mean any contract, lease, commitment,
understanding, sales order, purchase order, agreement, indenture, mortgage,
note, bond, instrument, plan, permit or license, whether written or verbal,
which intended or purports partnership or limited partnership, such Person's
which is a corporation, general partnership or limited partnership, such
Person's certificate or articles of incorporation and by-laws or partnership
agreement, as the case may be.
         2.5 "Governmental Authority" shall mean the government of the United
States or any foreign country or any state or political subdivision thereof and
any entity, body or authority exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government, including
the pension benefit guaranty corporation and other quasi governmental entities
established to perform such functions.
         2.6 "Law" shall mean any law, statue, regulation, ordinance, rule,
order, decree, judgment, consent decree, settlement agreement or governmental
requirement enacted, promulgated, entered into, agree or imposed by any
governmental authority.
         2.7 "Lien" shall mean any mortgage, lien (except for any lien for taxes
not yet due and payable), charge, pledge, security interest, option, lease or
sublease, claim, right of any third party or encumbrance.
         2.8 "Person" shall mean any individual, corporation, proprietorship,
firm, partnership, limited partnership, trust, association or other entity.
         2.9 "Purchase Price" shall mean the aggregate amount set forth in this
Agreement subject to the adjustment provided for in this Agreement.
         2.10 "Taxes" shall mean all taxes, charges, fees, duties, levies or
other assessments, including income, gross receipts, net proceeds, ad valor,
turnover, real and personal property taxes (tangible and intangible), sales,
use, franchise, excise, value added, stamp, leasing, lease, user, transfer,
fuel, excess profits, occupational, windfall profits, interest equalization,
severance, employees' income withholding, unemployment and social security taxes
and other withholding taxes, which are imposed by any governmental authority,
and such terms shall include any interest, penalties or additions to tax
attributable thereto.
         3.     SALE AND PURCHASE OF ASSETS: The Seller hereby agrees to sell to the Buyer and the Buyer
                ----------------------------
shall purchase and acquire from the Seller all of the described Assets of the Seller as set forth in Exhibit "A"  (the
"Assets").
                  4. PURCHASE PRICE AND METHOD OF PAYMENT: The
                     --------------------------------------
               Purchase Price for the Assets shall consist of:
                (a). Gateway owning one hundred percent of all stock of The
               Right Solution Gateway which becomes a subsidiary of Gateway.
                (b) The closing of the sale shall take place at the offices of
               Seller. At the closing, Seller shall deliver to buyer such deeds,
               bills of sale, assignments, and other instruments of transfer as
               may be necessary to vest in buyer good and marketable title to
               the property and assets sold under this Agreement. Seller shall
               do such additional acts and provide such additional documents as
               is necessary for compliance with statutory requirements
               pertaining to disposition of corporate assets


                                       32

<PAGE>



               sold. At closing, All documents and papers to which the parties
               are entitled under this agreement, unless otherwise specified in
               this agreement, shall also be delivered at the closing.
         5.  REPRESENTATIONS AND WARRANTIES OF SELLER AND BUYER:  The Seller represents
             --------------------------------------------------
and warrants to the Buyer, as of the date of this Agreement and as of the
Closing Date (as if such representations and warranties were remade on the
Closing Date). As follows:
         5.1 The Seller is a corporation duly organized, validly existing and in
good standing under the laws of Nevada, with all requisite power and authority
to own, lease and operate its businesses as it now being owned, operated and
conducted. The Seller is licensed or qualified to do business and is in good
standing as a foreign corporation authorized to do business in Nevada and in
each jurisdiction where the nature of the properties owned, leased or operated
by it and the business where the nature of the properties owned, leased or
operated by it in and the business transacted by it requires such licensing or
qualification. True, correct and complete copies of the Certificate of
Incorporation, By-laws as amended, and minutes (or written consents in lieu of
meetings) of the Board of Directors (and all committees thereof) and
stockholders of the Seller have been delivered to the Buyer.
         5.2 The Buyer is a corporation duly organized, validly existing and in
good standing under the laws of Nevada, with all requisite power and authority
to own, lease and operate its businesses as it now being owned, operated and
conducted. The Buyer is licensed or qualified to do business and is in good
standing as a foreign corporation authorized to do business in each jurisdiction
where the nature of the properties owned, leased or operated by it and the
business where the nature of the properties owned, leased or operated by it in
and the business transacted by it requires such licensing or qualification.
True, correct and complete copies of the Certificate of Incorporation, By-laws
as amended, and minutes (or written consents in lieu of meetings) of the Board
of Directors (and all committees thereof) and stockholders of the Buyer have
been delivered to the Seller.
         5.3 Authorizations: The Seller has full power and authority to enter
into this Agreement and to consummate the transaction contemplated hereby. The
Seller has duly and validly executed and delivered this Agreement and has duly
and validly executed and delivered any related agreements required hereby. This
Agreement constitutes the legal, valid and binding obligations of the Seller and
is enforceable against the Seller in accordance with the terms contained herein.
         5.4 Approvals: The execution, delivery and performance by the Seller of
this Agreement does not and will not (i) violate or conflict with, result in a
breach termination of, constitute a default (or a circumstance which, with or
without notice or lapse of time or both, would constitute a default), or give
any third party any additional right (including a termination right) under,
permit cancellation of, or result in the creation of any lien upon any of the
assets or properties of the Seller, or the Seller is a party or by which the
Seller, a Subsidiary or any of their respective assets or properties are bound;
(ii) permit the acceleration of the maturity of any of the circumstances in
which they were made, not misleading. Except for the assumed debt set forth in
Paragraph 3, the Seller has no liabilities, debts, claims or obligations,
whether accrued, absolute, contingent or otherwise, whether due or to become
due.
         5.5 Marketable Title. Seller has good and marketable title to all
assets and property sold under this Agreement, except as otherwise stated in the
exhibits attached to this agreement and except for property disposed of or
encumbered in the ordinary course of business. All tangible property sold under
this agreement is in good condition and repair and conforms to all applicable
zoning, building, safety, and other regulations.

          5.6 Consents to Transfers. Seller agrees to use its best efforts to
  obtain the necessary consents for the assignment or transfer of any contract,
  lease, license, or permit to be assigned or transferred under this agreement
  and to perform its duties under such contracts, leases, licenses, and permits
  without default until the closing date.



                                       33

<PAGE>



          5.7 Ordinary Course of Business. Until the closing date of this
  agreement, Seller shall not, without the written consent of Buyer, dispose of
  or encumber any of the assets or property to be sold under this agreement,
  with the exception of any transactions occurring in the ordinary course of
  Seller's business. Seller shall use its best efforts to preserve its business
  and good will. Seller further agrees to permit buyer and its representative's
  full access to its property and records any time prior to the closing date
  during normal business hours and to supply all information concerning its
  property and affairs as buyer may reasonably demand.
                   The Buyer represents and warrants to the Seller, as of the
date of this Agreement and as of the Closing Date (as if such representations
and warranties were remade on the Closing Date). As follows:
         5.5 Authorizations: The Buyer has full power and authority to enter
into this Agreement and to consummate the transaction contemplated hereby. The
Buyer has duly and validly executed and delivered this Agreement and has duly
and validly executed and delivered any related agreements required hereby. This
Agreement constitutes the legal, valid and binding obligations of the Buyer and
is enforceable against the Seller in accordance with the terms contained herein.
         5.6 Approvals: The execution, delivery and performance by the Buyer of
this Agreement does not and will not (i) violate or conflict with, results in a
breach termination of, constitute a default (or a circumstance which, with or
without notice or lapse of time or both, would constitute a default) or give any
third party any additional right (including a termination right) under, permit
cancellation of, or result in the creation of any lien upon any of the assets or
properties of the Buyer or the Buyer is a party or by which the Buyer or any of
their respective assets or properties are bound; (ii) permit the acceleration of
the maturity of any of the circumstances in which they were made, not
misleading.
         6.0   Miscellaneous Matters:
           (a) Subject to the provisions herein, the Buyer and Seller agree to
indemnify, defend and hold each other harmless from and against all demands,
claims, actions, losses, damages, liabilities, costs and expenses, including
without limitation, interest, penalties and attorneys' fees and expenses
asserted against or imposed or incurred by either party by reason of or
resulting from any action or a breach of any representation, warranty, covenant,
condition, or agreement of the other party to this Agreement. To the maximum
extent permitted by law, Buyer, on behalf of itself and any affiliate thereof,
shall hereby and hereafter release, indemnify, hold-harmless and defend Seller
from all liability of the Seller (except as provided in Paragraph 4 (a)(i)-(iii)
hereinabove) and any other claim or demand regarding the Seller or the
activities of the Seller.
         (b) Wherever the context shall require, all words herein in the
masculine gender shall be deemed to include the feminine or neuter gender, all
singular words shall include the plural, and all plural shall include the
singular.
         (c) If a court of competent jurisdiction, the remainder of this
Agreement, and the application of such provision in other circumstances hereof
deem any provision unenforceable shall not be affected thereby.

         (d) From and after the date of this Agreement, each of the parties
hereto agrees to execute whatever additional documentation or instruments as are
necessary to carry out the intent and purposes of this Agreement or to comply
with any law.

         (e) No waiver of any provision of this Agreement shall be valid unless
in writing and signed by the waiving party. The failure of any party at any time
to insist upon strict performance of any condition, promise, agreement or
understanding set forth herein, shall not be construed as a waiver or
relinquishment of any other condition, promise, agreement or understanding set
forth herein or of the right to insist upon strict performance of such waived
condition, promise, agreement or understanding at any other time.
         (f) Except as otherwise provided herein, each party hereto shall bear
all expenses incurred by each such party in connection with this Agreement and
in the consummation of the transactions contemplated hereby and in preparation
thereof.


                                       34

<PAGE>



         (g) This Agreement may only be amended or modified at any time, and
from time to time, in writing, executed by the parties hereto.

         (h) Any notice, communication, request, reply or advice (hereinafter
severally and collectively called "Notice") in this Agreement provided or
permitted to be given, shall be made or be served by delivering same by
overnight mail or by delivering the same by a hand-delivery service, such Notice
shall be deemed given when so delivered. For all purposes of Notice, the
addresses of the parties set out below their signatures herein shall be their
addresses unless later advised in writing.

         (i) Captions herein are for the convenience of the parties and shall not affect the interpretation of this
         Agreement.

         (j) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument and this Agreement may be executed by fax.

         (k) This Agreement is not assignable without the written consent of the parties.

         (l) Provisions of this Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties, their heirs, executors,
administrators, other permitted successors and assigns, if any. Nothing
contained in this Agreement, whether express or implied, is intended to confer
any rights or remedies under or by reason of this Agreement on any persons other
than the parties to it and their respective successors and assigns, not is
anything in this Agreement intended to relieve or discharge the obligation or
liability of any third persons to any party to this Agreement, not shall any
provision give any third persons any right of subrogation over, or action
against, any party to this Agreement.

         (m) This Agreement constitutes the entire agreement and understanding
of the parties on the subject matter hereof and supercedes all prior agreements
and understandings on the subject thereof.

         (n) The parties hereto agree to cooperate with one another in respect
of this Agreement, including reviewing and executing any document necessary for
the performance of this Agreement, to comply with law or as reasonably requested
by any party hereto, or legal counsel to any party hereto.

         (o) The parties hereto agree to cooperate with one another in respect
of this Agreement, including reviewing and executing any document necessary for
the performance of this Agreement, to comply with law or as reasonably requested
by any party hereto, or legal counsel to any party hereto.

                (p) The parties hereto agree that (i) Gateway has
                        retained independent legal counsel in
                        connection with the preparation and of this Agreement,
                        (ii) Gateway has been advised of the importance of
                        retaining legal counsel, and (iii) by the execution of
                        this Agreement, each party who has not retained
                        independent legal counsel acknowledges having waived
                        such right.
         (q) The law of the State of Illinois shall apply to this Agreement
without reference to conflict of law principles, and the sole venue for any
dispute or suit between the parties shall be a court of competent jurisdiction
in the location of the ADVISOR in Illinois.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date above written.




                                       35

<PAGE>


Gateway Distributors, ltd., a Nevada Corporation, Seller
By: _____________________________
         Rick Bailey President / CEO

The Right Solution Gateway a Nevada Corporation, Buyer
By: ___________________
 Rick Bailey, President / CEO




                                       36

<PAGE>

</TABLE>