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 March 31, 2000.

   [  ]  Transition report under Section 13 or 15(d) 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                                65-0683539
                 --------                              ------------
     (State or other jurisdiction of       (I.R.S. Employer Identification No.)
      incorporation or organization)





                500 East Cheyenne Avenue, Las Vegas, Nevada     89030
               --------------------------------------------------------
               (Address of principal executive office)       (Zip Code)


                                 (702) 399-4328
                           --------------------------
                           (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 past 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 March 31, 2000 was 6,897,000.





<PAGE>




                                TABLE OF CONTENTS

                                     PART I

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

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.............4


                                     PART II


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.............................6

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

SIGNATURES.....................................................................6

INDEX TO EXHIBITS..............................................................7








                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]

                                       2

<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.  Consolidated,  unaudited,  condensed  interim  financial  statements
including a balance sheet for the Company as of the quarter ended March 31, 2000
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-__  and  are
incorporated herein by this reference.













                      [THIS SPACE LEFT BLANK INTENTIONALLY]













                                        3

<PAGE>





<TABLE>

                                            GATEWAY DISTRIBUTORS, LTD.
                                                   BALANCE SHEET


<CAPTION>

                                                      ASSETS




                                                                                         MARCH 31,             DECEMBER
                                                                                           2000                31, 1999
                                                                                   --------------------- ---------------------


<S>                                                                              <C>                     <C>
     CURRENT ASSETS
            Cash                                                                 $                 4,437  $             17,593
            Accounts Receivables                                                                  74,560                53,644
            Inventories                                                                          350,316               360,441
            Prepaid expenses                                                                      27,878                31,085
                                                                                   --------------------- ---------------------
                 Total Current Assets                                                            457,191               462,763

     PROPERTY AND EQUIPMENT, AT COST:
            Furniture and fixtures                                                                83,239                83,239
            Computer equipment                                                                   206,713               206,713
            Leasehold improvements                                                                29,228                29,228
            Office equipment                                                                     106,208               106,208
                                                                                   --------------------- ---------------------
                                                                                                 425,388               425,388
            Less accumulated depreciation and amortization                                     (308,647)             (298,419)
                                                                                   --------------------- ---------------------
                                                                                 $               116,741               126,969

     OTHER ASSETS:
            Goodwill, net of accumulated amortization
                 of $33,574 and $20,351, respectively                                            880,660               893,883
            Other                                                                                  9,347                 9,347
                                                                                   --------------------- ---------------------
                                                                                                 890,007               903,230
                                                                                   --------------------- ---------------------
                                                                                 $             1,463,939    $        1,492,962
                                                                                   ===================== =====================
</TABLE>








                                                          F-1

<PAGE>





<TABLE>
<CAPTION>

                                              GATEWAY DISTRIBUTORS, LTD.
                                              BALANCE SHEET (continued)




                                         LIABILITIES AND SHAREHOLDERS' EQUITY


                                                                                        MARCH 31,                DECEMBER
                                                                                           2000                  31, 1999
                                                                                   ---------------------  -----------------
                                                                                       (UNAUDITED)
<S>                                                                            <C>                       <C>
CURRENT LIABILITIES
       Checks drawn in excess of available bank balances                        $               167,930  $             170,394
       Current portion of long-term debt                                                      1,281,421              1,270,754
       Accounts payable:
            Trade                                                                             1,338,665                862,796
            Commissions                                                                         262,065                201,842
       Accrued liabilities:
            Payroll taxes                                                                       312,432                 89,045
            Interest                                                                            306,280                256,977
            Payroll and vacation pay                                                            109,852                265,378
            Other                                                                                45,120                 48,161
                                                                                   --------------------      -----------------
                  Total Current Liabilities                                                   3,823,765              3,165,347
                                                                                   --------------------      -----------------
LONG-TERM DEBT                                                                                  553,494                549,160

LONG-TERM ACCOUNTS PAYABLE                                                                            -                324,530
                                                                                   --------------------      -----------------
                  Total Liabilities                                                           4,377,259              4,039,037

SHAREHOLDERS' EQUITY/ (DEFICIT)
       Preferred stock - $.001 par value
        Authorized 1,000,000 shares
        No shares issued and outstanding                                                              -                      -
       Common stock - $.001 par value
       Authorized 20,000,000 shares
       Issued and outstanding  -
           6,897,000 and 6,817,000 shares
           at March 31, 2000 and
           December 31, 1999, respectively                                                        6,897                  6,817
       Additional paid-in capital                                                             1,503,535              1,423,615
       Accumuluated deficit                                                                 (4,423,752)            (3,976,507)
                                                                                   --------------------      -----------------
                Total Stockholders' deficit                                                 (2,913,320)            (2,546,075)
                                                                                   --------------------      -----------------
                                                                                $             1,463,939  $           1,492,962
                                                                                   --------------------      -----------------


</TABLE>








                                       F-2

                      *See Notes To Financial Statements.

<PAGE>





                                              GATEWAY DISTRIBUTORS, LTD.
                                               STATEMENTS OF OPERATIONS
                                                     (UNAUDITED)





                                                      Three Months Ended
                                                  --------------------------
                                                    MARCH 31,          MARCH 31,
                                                      2000                  1999
                                                --------------      ------------
SALES                                       $        1,530,952    $      815,993

COST OF SALES                                          274,422           138,902
                                                --------------      ------------
GROSS PROFIT                                         1,256,530           677,091


SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES                              1,652,895           974,486
                                                --------------      ------------
LOSS FROM OPERATIONS                                  (396,365)        (297,395)
                                                --------------      ------------
OTHER INCOME (Expense):

      Interest Expense                                 (62,284)         (42,863)

      Miscellaneous income                              11,404            12,924
                                                --------------      ------------
                                                       (50,880)         (29,939)
                                                --------------      ------------
NET LOSS                                    $         (447,245)   $    (327,334)
                                                --------------      ------------

BASIC LOSS PER SHARE                        $             (.07)   $       (0.06)
                                                --------------      ------------

WEIGHTED AVERAGE NUMBER
OF SHARES                                            6,856,516        5,285,773
                                                ---------------     ------------













               The accompanying notes are an integral part of the
                             financial statements.

                                       F-3


<PAGE>



<TABLE>

                                              GATEWAY DISTRIBUTORS, LTD.
                                               STATEMENT OF CASH FLOWS
                                                     (UNAUDITED)

<CAPTION>

                                                                             THREE MONTHS ENDED
                                                                       MARCH 31,                 MARCH 31,
                                                                             2000                               1999
                                                                       ------------------                 ------------------
<S>                                                           <C>                             <C>

CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                  $                   (447,245)   $                   (327,334)
     Adjustments to reconcile net loss
          to net cash to operating activities -
               Depreciation and amortization                                          23,451                          18,355
     Changes in operating assets and liabilities
               which increase (decrease) cash flow::
                    Accounts receivable                                             (20,916)                      (181,.985)
                    Inventories                                                       10,125                        (78,724)
                    Prepaid expenses                                                   3,207                          37,429
                    Accounts payable                                                 209,098                         158,415
                    Accrued expenses                                                 114,123                           53878
                                                                   -------------------------       -------------------------
                         Total adjustments                                           339,088                           7,368
                                                                   -------------------------       -------------------------
                          Net cash to operating activities                         (108,157)                       (319,966)

     CASH FLOWS FROM INVESTING ACTIVITIES:
                 Purchase of property and equipment                                        -                        (17,476)

     CASH FLOWS FROM FINANCING ACTIVITIES:
                 Proceeds from issuance of stock                                      80,000                               -
               Proceeds from issuance of debt                                         35,451                         366,722
               Principle payments on debt                                           (20,450)                        (42,908)
                                                                   -------------------------       -------------------------
                       Net cash from financing activities                             95,001                         323,814
                                                                   -------------------------       -------------------------
     NET DECREASE IN CASH EQUIVALENTS                                               (13,156)                        (13,628)
     CASH AND  EQUIVALENTS - beginning of period                                      17,593                          19,711
                                                                   -------------------------       -------------------------
     CASH AND EQUIVALENTS - end of period                      $                       4,437   $                       6,083
                                                                   =========================       =========================

</TABLE>




                                       F-5

<PAGE>



<TABLE>

                           GATEWAY DISTRIBUTORS, LTD.
                             STATEMENT OF CASH FLOWS
                                   (UNAUDITED)


<CAPTION>

                             SUPPLEMENTAL DISCLOSURE


                                                                  SIX MONTHS ENDED
                                                                           MARCH 31,
                                                                     2000              1999
                                                                  ----------        ----------
<S>                                                             <C>               <C>

CASH PAID DURING YEAR FOR INTEREST                                $ 12,981          $         -
                                                                  ========



                   NON CASH INVESTING AND FINANCING ACTIVITIES


STOCK ISSUED FOR ACQUISITIONS                                     $      -         $    60,000
                                                                  =========         ==========

STOCK ISSUED FOR SERVICES                                         $      -         $      455
                                                                  =========         ===========
</TABLE>









                                       F-6

<PAGE>




                           GATEWAY DISTRIBUTORS, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2000



NOTE 1            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

                  The  balance  sheet  as of  March  31,  2000  and the  related
                  statements of operations, changes in stockholders' equity, and
                  cash flows for the three  months ended March 31, 2000 and 1999
                  are unaudited.  In the opinion of management,  the information
                  reflects  all   adjustments   (consisting   solely  of  normal
                  recurring   adjustments)   that  are   necessary   to  a  fair
                  presentation  of the  financial  statements.  The  results  of
                  operations  for the three months ended March 31, 2000 and 1999
                  are not  necessarily  indicative of the results to be expected
                  for the whole year.

                  The  notes  to  the  financial  statements  are  presented  as
                  permitted by Form 1O-Q and do not contain certain  information
                  included in the Company's annual financial  statements.  These
                  financial  statements  have been  prepared  for the Company to
                  comply   with   the   Securities   and   Exchange   Commission
                  requirements.

                  There have been significant recurring losses and negative cash
                  flows  from  operations  for the past  two  years,  which  has
                  resulted in severe working capital deficiency. This deficiency
                  has contributed to inventory shortages and limited the ability
                  of the Company to meets its current obligations.

                  The  Company  has  signed a merger  agreement  with a publicly
                  traded  company  and plans to raise  capital  through a public
                  offering  of its  stock in early  2001.  As of the date of the
                  financial statements,  the Company is seeking financing from a
                  private investor for capital to continue  operations until the
                  public offering is completed.

                  In the event the Company is unable to raise capital  through a
                  public offering and/or financing. Until the public offering is
                  completed,  the  aforementioned  conditions raise  substantial
                  doubt  about the  Company's  ability  to  continue  as a going
                  concern.   The   financial   statements  do  not  include  any
                  adjustments  that might  result  from the  occurrence  of such
                  conditions  and have been  prepared  assuming that the Company
                  will continue as a going concern.


NOTE 2 -          INVENTORIES:

                  Inventories,  net  of  valuation  reserves,  consisted  of the
following at March 31, 2000:

                  Product                                       $ 314,285
                  Promotional and literature                       36,031
                                                            -------------
                                                                $ 350,316










                                       F-7

<PAGE>





                           GATEWAY DISTRIBUTORS, LTD.
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                 MARCH 31, 2000



NOTE 3 -   LONG-TERM DEBT:

    Long-term debt consisted of the following at March 31, 2000:

    Convertible notes payable                                      $1,126,500

    Note payable - stockholders, interest ranging from 6.5% - 10%,
    no re-payment terms stated,
    unsecured.                                                        438,049

    Note payable - stockholders,  payable in monthly  installments
    ranging from $25 - $1,278,  plus  interest at 7% - 14%, due at
    various dates through
    2003, unsecured.                                                  208,239

    Note payable - corporation, payable in monthly
    installments of $9,000, plus interest at 3%, due
    on demand, unsecured                                               58,049

    Capital leases,  payable in monthly  installments ranging from
    $130-$180,  including interest at 15.6% to 26.6%,  maturing at
    various dates through
    2003, secured by equipment.                                         4,078
                                                                     -----------

                                                                    1,834,915

    Less current portion                                           (1,281,421)
                                                                     -----------

                                                                    $ 553,494

    Convertible  notes  payable  are  to  individuals  which  bear
    interest  at 12% per  annum,  due 12  months  from the date of
    issuance.  These  notes are  convertible  at the option of the
    holder  into  shares  of the  Company's  common  stock,  at an
    initial  conversion price of $0.80 per share. The notes may be
    called for  conversion  when the  average of the bid and asked
    prices of the  common  stock  exceeds  $1.00 per share for ten
    consecutive  days.  Although  the notes issued will be "freely
    tradeable"  under federal  securities laws, there is currently
    no public market for the notes or the Company's  common stock.
    Although the Company intends to pursue the  establishment of a
    regular   public   market  for  the  common  stock  under  the
    Securities  Exchange  Act of 1934,  there can be no  assurance
    that a public market for the common stock will develop.  As of
    March 31, 2000, the  convertible  notes issued during the year
    ended  December  31, 1999 and 1998 have not been  converted to
    common   stock  as  the  initial   public   offering  has  not
    transpired.






                                       F-8

<PAGE>




                           GATEWAY DISTRIBUTORS, LTD.
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                 MARCH 31, 2000



NOTE 3 -          LONG-TERM DEBT - CONTINUED:

                  Maturities of long-term debt are as follows:

                  Period ending March 31:
                           2001                            $1,281,421
                           2002                               491,687
                           2003                                61,807
                                                          ------------
                                                           $1,834,915


NOTE 4 -          EARNINGS PER SHARE:

                  Earnings  per share (EPS) for the period  ended March 31, 2000
                  and 1999 are computed as follows:
                                                                       PER SHARE
                                            INCOME        SHARES        AMOUNT
                                            ------        ------        --------
                  March 31, 2000 - loss
                  from operations         $ (447,245)   6,856,516     $    (.07)
                                          ===========   =========    ===========

                  March 31, 1999 - loss
                  from operations         $ (327,334)   5,285,773     $    (.06)
                                          -----------   ---------     ----------

                  For the  period  ended  March 31,  2000 and 1999,  options  on
                  2,361,908 and 1,606,408 shares of common stock,  respectively,
                  were not  included in  computing  diluted  EPS  because  their
                  effects were antidilutive.


NOTE 5 -          SUBSEQUENT EVENTS:

                  In June 2000, the Company issued  3,900,000  shares to certain
                  members of the Board of Directors.

                  On  July  1,  2000,  the  Company   acquired  the  assets  and
                  operations of Dynamic Products,  Inc. ("Dynamic  Products") in
                  exchange for 160,750 shares of Gateway  common stock.  Dynamic
                  Products  is  a  multi-level  marketing  company  focusing  on
                  cleaning products. The transaction was accounted for under the
                  purchase  method of  accounting,  therefore,  the assets  were
                  recorded   based  on  their   fair   values  at  the  date  of
                  acquisition.  The Company recorded  $128,600 of cost in excess
                  of net  assets  acquired,  which  is being  amortized  over 20
                  years.

                  On October 12, 2000, the Company  entered into an agreement to
                  sell a majority of its assets and  operations  in exchange for
                  85% of the issued and outstanding shares of a public company.






                                       F-9

<PAGE>




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

General

As used herein the term "Company" 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.

The Company,  doing  business as "The Right  Solution,"  is a network  marketing
company  that sells  nutritional,  health and dietary  supplements  and products
throughout North America and Japan.

The Company's  products are marketed through network marketing within the United
States and wholesale  personal  import sales outside the United States.  Network
marketing  enables the Company's  independent  distributors in the United States
(sometimes  referred  to herein as "Team  Members")  to earn  profits by selling
Company  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.

In August of 1997 the  company  opened  the Asian  market in Japan.  Japan has a
population  of 130 million,  with annual  revenues of 37.5 billion  generated in
network  marketing.  The company has more than  80,000 team  members,  10,000 of
which are in Japan.  The companies'  strength in the Japanese market  stabilized
the down turn in the U.S.  market.  In April 1999 management hired a new General
Manager  of the Asian  division.  His  expertise  has helped  overcome  cultural
barriers and  stabilize  this market.  During the year 2000  management  will be
focused on supporting the front line in Japan.

As  of  December  9,  1999,  the  Company  purchased  certain  assets  of  SuLin
International. The Company issued 250,000 shares of common stock in the purchase
agreement. SuLin is a network marketing company with the concept that whole food
cleans and detoxifies the body. The SuLin  Acquisition  purchase price consisted
of cash payments  calculated  on the basis of the  Company's  sales of inventory
acquired in the SuLin Acquisition, the name rights formulations of the products,
and certain software owned by SuLin. SuLin  International's start up was June of
1993.  The company had several  years of steady  growth  peaking with the annual
sales of over $2,400,000 by year-end 1999.

Results of Operations

Sales for the quarter ended March 31, 2000, were $1,530,592 compared to $815,993
for the same period in 1999, an increase of $714,599.  The increase in sales, as
compared to the first  quarter of 1999,  is  attributed  to the expansion of the
Company's product lines and the Company's expansion into the Japanese market.

Costs of sales were $274,422 for the quarter  ended on March 31, 2000,  compared
to $138,902  for the  comparable  period in 1999,  an increase of  approximately
97.56%.


                                        4

<PAGE>



Selling,  general,  and administrative  expenses were $1,652,895 for the quarter
ended on March 31,  2000 and  $974,486  for the  comparable  period in 1999,  an
increase of  $678,409.  The primary  reason for the  increase was an increase in
costs of goods sold, an increase in marketing  costs  associated  with expansion
into the Japanese  market,  and an increase in  administrative  costs associated
with business acquisitions by the Company.

Net loss was $447,245 during the quarter ended on March 31, 2000, compared to an
operating  loss of $327,334 for the  comparable  quarter in 1999.  The Company's
operating  loss  increased  for the quarter ended March 31, 2000, as a result of
significant   increases   in  cost  of  sales  and   selling   and  general  and
administrative expenses.

Liquidity and Capital Resources

The Company  had a net working  capital  deficit of  $3,366,574  for the quarter
ended March 31, 2000, as compared to a $2,702,584 deficit at the end of December
31, 1999.

Cash used by  operations  was  $108,157  for the quarter  ended March 31,  2000,
compared with $319,966 for the quarter ended March 31, 1999.

Cash flow from investing activities for the quarter ended March 31, 2000 was $0,
as compared with a negative cash flow of $17,476 for the quarter ended March 31,
1999.

Cash flow generated from financing  activities was $95,001 for the quarter ended
March 31, 2000 as compared to $323,814 for the quarter ended March 31, 1999.

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.

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 no significant  capital  expenditures  on property or equipment
over the periods covered by this report.

Income Tax Expense (Benefit)

The Company's  income tax benefits are limited to the loss sustained in 1999 due
to the change of management.

Going Concern

The  Company's  ability to continue as a going  concern is an issue  raised as a
result of an accumulated  deficit of $4,423,752 as of March 31, 2000 compared to
a deficit of $3,976,507 at December 31, 1999. 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
Company's 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

                                        5

<PAGE>



remain a going  concern  through the methods  discussed  above,  there can be no
assurances that such methods will prove successful.

                                     PART II

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

The following is a list of all securities  sold by the Company within the period
covered by this report, including,  where applicable, the identity of the person
who purchased the securities, title of the securities, and the date sold.

On  January  5, 2001,  the  Company  issued  80,000  shares of common  stock for
services to Invest Linc Capital Corp. pursuant to section 4(2) of the Securities
Act of 1933 in an isolated  private  transaction  by the  Company  which did not
involve a public offering. The Company made this offering based on the following
factors:  (1) The issuance was an isolated  private  transaction  by the Company
which did not  involve a public  offering,  being  made to one  corporation  for
services rendered to the Company;  (2) there was only one offeree who was issued
stock for  services;  (3) the offeree has not resold the stock but has continued
to  hold  it  since  the  date  of  issue;  (4)  there  were  no  subsequent  or
contemporaneous public offerings of the stock; (5) the stock was not broken down
into smaller  denominations;  and (6) the negotiations for the sale of the stock
took place directly between the offeree and the Company.

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  on  page 8 of this  Form  10-QSB,  and are
incorporated herein by this reference.

(b)Reports on Form 8-K. No reports were filed on Form 8-K during the quarter.




                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 22nd day of February 2001.




Gateway Distributors, Ltd.


By:    /s/ Rick Bailey
      ------------------------------------------
         Rick Bailey
Its:   President, Chief Executive Officer and
Director


                                        6

<PAGE>


                                INDEX TO EXHIBITS


Exhibit        Page       Description

2.1            *          Agreement and Plan of Merger as of April 10, 1998

3.1            *          Amended and Restated Articles of Incorporation of the
                          Company.

3.2            *          Bylaws of the Company, as amended.

4.1            *          Specimen Common Stock Certificate

4.2            *          Specimen 12% Convertible Note

27             __         Financial Data Schedule

* Incorporated by reference from Form 10-SB/A filed December 15, 1999.





                                       7