DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684-5708
Website: secretaryofstate.biz


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              Certificate of Amendment
         (PURSUANT TO NRS 78.385 and 78.390)
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Important: Read attached instructions                           ABOVE SPACE IS
before completing form.                                      FOR OFFICE USE ONLY

              Certificate of Amendment to Articles of Incorporation
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                         For Nevada Profit Corporations
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          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1.  Name of corporation:
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GATEWAY DISTRIBUTORS, LTD.

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2.  The articles have been amended as follows (provide article numbers, if
available):
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Paragraph 1 of Article IV, as previously amended, is hereby amended to read as
follows: The total number of shares which the Corporation is authorized to issue
is 25,200,000,000, of which 25,000,000,000 shall be common shares, par value
$0.001 per share, and 200,000,000 shall be preferred shares, par value $0.001
per share. The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized to create and provide for
the issuance of shares of the Preferred Stock is series, and by filing a
certificate pursuant to the applicable section of the NRS (the "Preferred Stock
Designation"), to establish from time to time the number of shares to be
included in each such series, and to fix the designations, powers, preferences
and rights of the shares of each such series and the qualification, limitations
or restrictions thereof. The authority of the Board of Directors with respect to
each series shall include, but not be limited to, determination of the
following:
(a) The designation of the series, which may be by distinguishing number, letter
or title. CONTINUATION ATTACHED

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3.  The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the * articles
of incorporation have voted in favor of the amendment is: 7,552,686,678 common
shares

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4.  Effective date of filing (optional):  6/28/04
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        (must not be later than 90 days after the certificate is filed)

5.  Officer Signature (required): /s/ Richard Bailey
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*If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.

This filing must be accompanied by                     Nevada Secretary of State
appropriate fees.  See attached fee                        AM  78.385 Amend 2003
schedule.                                                       Revised 11/03/03


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