U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

[X]  QUARTERLY  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF  1934

     For the quarterly period ended March 31, 2004.

[ ]  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.
                 (Name of small business issuer in its charter)

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

      3035 E. PATRICK LANE, SUITE 14,                       89120
            LAS VEGAS, NEVADA
(Address of principal executive offices)

                                 (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 past 90 days.
Yes [X] No [ ]

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as of the latest practicable date: As of March 31, 2004, we had
7,371,182,084  shares  of  our  common  stock  issued  and  outstanding.

     Transitional  Small  Business Disclosure Format (check one): Yes [ ] No [X]


<PAGE>
<TABLE>
<CAPTION>
                                          TABLE OF CONTENTS


<S>                                                                                                <C>
PART I - FINANCIAL INFORMATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
     Item 1.  Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
          Balance Sheet as of March 31, 2003. . . . . . . . . . . . . . . . . . . . . . . . . . .   2
          Statement of Operations for the 3 months ended March 31. 2003 and 2004. . . . . . . . .   3
          Statement of Cash Flows for the 3 months ended March 31. 2003 and 2004. . . . . . . . .   4
          Statement of Changes in Stockholders' Equity as of March 31, 2004 and December 31, 2003   5
          Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
     Item 2.  Management's Discussion and Analysis or Plan of Operation . . . . . . . . . . . . .   9
     Item 3.  Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
PART II - OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
     Item  1.  Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
     Item  2.  Changes in Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
     Item  3.  Defaults Upon Senior Securities. . . . . . . . . . . . . . . . . . . . . . . . . .  12
     Item  4.  Submission of Matters to a Vote of Security Holders. . . . . . . . . . . . . . . .  12
     Item  5.  Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
     Item  6.  Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . .  12
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 . . . . . . . . . . . . .  14
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 . . . . . . . . . . . . .  15
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 . . . . . . . . . . . . .  16
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 . . . . . . . . . . . . .  17
</TABLE>


                                        1
<PAGE>
<TABLE>
<CAPTION>
                         PART I - FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS.


                           GATEWAY DISTRIBUTORS, LTD.
                      UNAUDITED CONSOLIDATED BALANCE SHEET

ASSETS                                              MARCH 31, 2003
<S>                                                <C>
CURRENT ASSETS:
     Cash and cash equivalents                     $       875,518
     Accounts Receivable                                     3,967
     Receivable from Stock Sales                           332,915
     Inventories                                           296,929
                                                   ----------------
Total Current Assets                                     1,509,329
                                                   ----------------

PROPERTY & EQUIPMENT, at cost                              346,419
(Less) accumulated depreciation and amortization          (106,747)
                                                   ----------------
Total Fixed Assets                                         239,672
                                                   ----------------

OTHER ASSETS
     Goodwill, Trademarks & Formulas                       715,469
     Website                                                25,000
     Stock Investment - Non-Equity                          25,000
     Other Assets                                           68,430
                                                   ----------------
Total Other Assets                                         833,899
                                                   ----------------
Total Assets                                       $     2,582,900

                  LIABILITIES
CURRENT LIABILITIES:
   Current maturities of long-term debt            $     1,548,258
   Accounts payable:
       Trade                                               470,529
       Commissions                                         714,971
   Accrued expenses:
        Payroll and employee benefits                      163,914
        Payroll taxes                                      158,910
        Interest                                         1,274,850
        Other                                               37,795
                                                   ----------------
Total current liabilities                                4,369,227
                                                   ----------------
LONG-TERM DEBT                                             203,566
Total Liabilities                                        4,572,793
                                                   ----------------
STOCKHOLDERS' EQUITY (DEFICIENCY):
   Preferred stock - $.001 par value
         Authorized - 1,000,000 shares
         996,125 shares issued and outstanding                 996
   Common stock, - $.001 par value
         Authorized - 25,000,000,000 shares
         Issued and outstanding - 7,371,182,084          7,371,182
   Additional paid-in capital                            5,623,658
   Accumulated (deficit)                               (14,985,729)
                                                   ----------------
Total Equity (Deficiency)                               (1,989,893)
Total Liabilities & Equity (Deficiency)            $     2,582,900
                                                   ================
</TABLE>

                      See Notes to the Financial Statements


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                    GATEWAY DISTRIBUTORS, LTD.
                           UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                          3 Months Ended March 31,
                                                                           2004            2003
                                                                       -------------  ---------------
<S>                                                                    <C>            <C>
SALES                                                                  $    266,107   $      311,820

COST OF SALES                                                                44,300           63,060
                                                                       -------------  ---------------

GROSS PROFIT                                                                221,807          248,760
                                                                       -------------  ---------------

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
      Depreciation Expense                                                    5,000            6,299
      Services Paid with Stock Issuances                                  2,687,482          133,780
      Development of Jeunesse by Francois Product Line                      246,657                0
      All Other Selling, General and Administrative                         726,919          237,647
                                                                       -------------  ---------------

TOTAL SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                        3,666,058          377,726

OTHER INCOME (EXPENSE):
      Interest  (Expense)                                                   (63,361)         (39,233)
                                                                       -------------  ---------------

NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAX                        (3,507,612)        (168,199)

PROVISION FOR INCOME TAX                                               $          0   $            0

NET INCOME (LOSS)                                                       ($3,507,612)       ($168,199)
                                                                       =============  ===============

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE                                  ($0.00)          ($0.20)
                                                                       =============  ===============

BASIC & DILUTED WEIGHTED AVERAGE SHARES OF COMMON STOCK (000 OMITTED)     7,371,182          840,665
                                                                       =============  ===============
</TABLE>

                      See Notes to the Financial Statements


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                   GATEWAY  DISTRIBUTORS,  LTD.
                         UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                       3 Months Ended March 31,
                                                                           2004          2003
                                                                      --------------  ----------
<S>                                                                   <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)                                                               (3,507,612)   (168,199)
Adjustments to reconcile net (loss)
     to net cash from (to) operating activities:
     Stock issued for Services                                            2,687,487     133,780
     Stock Issued for Debt                                                        0       2,002
     Depreciation & Amortization Prop & Equip                                 5,000       7,269
Changes in operating assets and liabilities which increase
(decrease) cash flow:
     Accounts Receivable                                                        838           1
     Inventory                                                              (95,704)     18,313
     Prepaid Expenses and Other Current Assets                                    0           0
     Accounts Payable and Commissions                                       (83,940)     56,003
     Accrued Expenses                                                      (213,080)     (4,526)
                                                                      --------------  ----------
Net cash provided (used) from operating activities                       (1,207,011)     44,643
                                                                      ==============  ==========
CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital (Outlays)/Disposals                                           (209,906)          0
     Purchase of Trademarks                                                 (55,373)          0
     Renegotiation of Purchase of Grandma Hammans                           (18,600)          0
     Other Assets                                                           (44,068)     (3,786)
                                                                      --------------  ----------
Net cash provided (used) from investing activities                         (327,947)     (3,786)
                                                                      ==============  ==========
CASH FLOWS FROM FINANCING ACTIVITIES:
     Net Proceeds from Term Debt after Principal Payments                         0           0
     Principle Payment on Debts (over) net proceeds Term Debt              (174,703)    (28,989)
     Stock Sales for Cash; Net                                            2,421,989           0
                                                                      --------------  ----------
Net cash provided (used) from financing activities                        2,247,286     (28,989)
                                                                      ==============  ==========
NET INCREASE (DECREASE) IN CASH EQUIVALENTS                                 712,328      11,868
CASH AND CASH EQUIVALENTS - Beginning of Period                             163,190         215
                                                                      --------------  ----------
CASH AND CASH EQUIVALENTS - End of Period                             $     875,518   $  12,083
                                                                      ==============  ==========
SUPPLEMENTAL DISCLOSURE
CASH PAID FOR:
  Interest                                                                   24,128      40,001
  Taxes                                                                           0           0
NON CASH INVESTING AND FINANCING ACTIVITIES
STOCK ISSUED FOR:
  Services                                                                2,587,487     133,780
  Debt Elimination                                                                0     275,803
CONTRIBUTION TO CAPITAL WITH NO STOCK ISSUED
Note Payable - Suburban                                                           0     500,000
  Paid off via stock value greater in 2003 than estimated in 2002 -
no additional stock issued in 2003
</TABLE>

                      See Notes to the Financial Statements


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                                  GATEWAY DISTRIBUTORS, LTD.
                                   CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                                                     FOR THE PERIODS ENDED
                                      MARCH 31, 2004 (UNAUDITED) DECEMBER 31, 2003 (AUDITED)

                                      Preferred Stock                 Common Stock      Paid In Excess   Retained      Net Equity
                                      Par Value $0.001              Par Value $0.001        of Par       Earnings     (Deficiency)
                                    Shares         Amount         Shares        Amount                   (Deficit)
                                --------------  ------------  --------------  ----------  -----------  -------------  ------------
<S>                             <C>             <C>           <C>             <C>         <C>          <C>            <C>

BALANCE - December 31, 2002               125   $         1         879,409   $      879  $ 4,520,713   ($9,754,654)  ($5,233,061)
                                ==============  ============  ==============  ==========  ============  ============  ============

Adjustment - Rounding Prior
  Stock Splits                                                        1,385            2           (2)                          0
Stock for Services -
  Preferred Stock                     726,000           725                                    71,875                      72,600
Stock for Services -
  Restricted Stock                                               56,000,000       56,000      (50,400)                      5,600
Stock for Services -
  Unrestricted Stock                                              9,697,065        9,697      464,191                     473,888
Cash                                                            552,554,600      552,555    1,335,952                   1,888,507
Debt - Accounts Payable                                              56,407           57        1,965                       2,022
Debt - Note Payable - Suburban                                        5,021            5      273,776                     273,781
Renegotiation Acquisition
   Grandma Hammans acquired
   2002                                                                (333)          (1)           1                           0
Note Payable - Suburban Paid
   Off Via Stock Sold In 2002
   By Suburban At a Value
   Greater In 2003 Than
   Was Estimated In 2002                                                  0            0      500,000                     500,000

(Loss) for the period                                                                                    (1,723,463)   (1,723,463)

BALANCE - December 31, 2003           726,125           726     619,193,554      619,194    7,118,071   (11,478,117)   (3,740,126)

Stock for Services -
  Restricted Stock                    270,000           270                                    26,730                      27,000
Stock for Services -
  Restricted Stock                                             3,500,000,000   3,500,000   (3,150,000)                    350,000
Stock for Services -
  Unrestricted Stock                                           1,222,811,130   1,222,811    1,087,676                   2,310,487
Stock for Cash                                                 2,029,177,400   2,029,177      541,181                   2,570,358

(Loss) for the period                                                                                    (3,507,612)   (3,507,612)

                                --------------  ------------  --------------  ----------  -----------  -------------  ------------
BALANCE - March 31, 2004              996,125   $       996   7,371,182,084   $7,371,182  $ 5,623,658  ($14,885,729)  ($1,989,893)
                                ==============  ============  ==============  ==========  ============  ============  ============
</TABLE>

                      See Notes to the Financial Statements


                                        5
<PAGE>
                   GATEWAY DISTRIBUTORS, LTD. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2004

NOTE 1 - BASIS OF PRESENTATION:

     The  consolidated  interim condensed financial statements at March 31, 2004
and  for  the  three  months  ended  March  31, 2004 and 2003 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,  2003.  The  accompanying consolidated unaudited
interim  financial  statements  for the three month periods ended March 31, 2004
and 2003 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  wholly  owned  subsidiaries.  All  significant  intercompany  balances  and
transactions  have  been  eliminated.

NOTE 3 - LICENSING / PURCHASE AGREEMENT WITH THE CHELSEA COLLECTION INC.:

     The  Company  entered  into  a  verbal agreement December 12, 2003 with The
Chelsea  Collection  Inc,  a Nevada corporation ("Chelsea Collection") which was
finalized  on  March  15,  2004 and later clarified on a few points May 4, 2004.
Chelsea Collection is a corporation owned equally by two officers of the Company
and  Francois  Vautour,  an  unrelated  third  party  of  the  Company.  Chelsea
Collection  in  an agreement dated November 25, 2003 acquired among other things
from Francois Vautour and assigns for all worldwide, except for Romania, rights,
trademarks,  formulas  and  licenses of the Jeunesse by Fran ois Vautour and the
GH3  skin  care  line.

     In  the agreement the Company has with Chelsea Collection, the Company will
have  the  opportunity  to acquire the same Francois Vautour skin care line from
Chelsea  Collection for virtually the same price and terms as Chelsea Collection
is  buying  it  from  Francois  Vautour.  The  terms of the agreement involves a
purchase  price  of  $4,000,000  plus  15% of the gross sales less cost of goods
sold.  The  purchase  price  is to be paid out of the revenue generated from the
sale of the products in the skin care line.  No title or ownership passes to the
Company  or  to Chelsea Collection until the November 25, 2003 agreement between
Chelsea  Collection  and  Fran  ois  Vautour  is  paid  in  full,  which will be
accomplished  at  some  point  in  the future.  The Company is also obligated to
develop  and  market  the product and to manufacture the skin care line products
and  to  carry  an  inventory  of  them.

     The  Company  is  responsible  for all product research and development for
current  and future marketing.  All cost outlay through March 31, 2004 have been
charged  to the statement of operations as a selling, general and administrative
expense.  The  January  through  March  2004,  expense of the skin care line was
$246,657.

NOTE 4 - EMPLOYEE STOCK INCENTIVE PLAN ("ESIP"):

     The  Company  has filed with the Securities and Exchange Commission ("SEC")
since  December  31,  2003, Form S-8s notifying of Employee Stock Incentive Plan
("ESIP") and its increases in stock approved to issue under the plan.


                                        6
<PAGE>
     During  January  through  March  2004,  the  company  issued  the remaining
447,745,400  shares  authorized  out of the 1,000,000,000 shares approved in the
ESIP  Plan  2003.  Also  during  January  through March 2004, the company issued
2,581,432,000  shares out of the 2,900,000,000 total shares approved as of March
31,  2004  in  the  ESIP  plans 2004.  On April 22, 2004 the company approved an
additional 2 billion shares be issued thru the ESIP plan 2004.

     The  total  net  proceeds  received  from these stock issues during January
through  March  2004  are  $2,310,487.

NOTE  5  -  RECEIVABLE  ESIP  STOCK  PLAN:

     Stock  issues  through the Employee Stock Incentive Plan (ESIP) are treated
as  sold  in  the  period  issued  and  are reported as a receivable rather than
negative  equity  provided they are received before the financial statements are
released.  Funds to be received from the ESIP Plan were reported as of March 31,
2004  as  "Receivable  ESIP  Stock  Plan"  as  a  current asset in the amount of
$332,915.  This  amount is for stock issued by March 31, 2004, the sale proceeds
of  which  are  received  by  the  Company  during  April  2004.

NOTE  6  -  NON-EMPLOYEE, DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN ("RSP"):

     The  Company  has filed with the Securities and Exchange Commission ("SEC")
since  December  31,  2003,  Form  S-8s  notifying of Non-Employee Directors and
Consultants  Retainer  Stock Plan ("RSP") and its increases in stock approved to
issue  under  the  plan.

     Some  services  are  provided  and paid for by RSP stock issuances.  During
January  through March 2004, the company issued the remaining 990,948,916 shares
authorized  out of the 1,000,000,000 shares approved in the RSP Plan 2003.  Also
during  January through March 2004, the company issued 231,862,214 shares out of
the  1,000,000,000  total  shares approved as of March 31, 2004 in the RSP plans
2004.  On April 22, 2004, the company approved an additional 2 billion shares to
be  issued  thru  the  RSP  plan  2004.

     The  RSP  shares  issued during January through March 2004 were for a total
value of $2,310,487, which is based on the market value at the time of issuance.

NOTE 7 - RESTRICTED STOCK ISSUED TO OFFICERS (RELATED PARTY TRANSACTIONS):

     During  January through March 2004, the Company issued 3,500,000,000 shares
of  restricted  common  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 $350,000 has been assigned as the value
for  this  non-marketable  stock  issued.

     During  January  through  March  2004, the Company issued 270,000 shares of
restricted  preferred  stock  to  officers.  The  Board  of  Directors  approved
preferred  stock rather than common stock for compensation at a value of 1 share
of  preferred  stock for 1,000 shares of common stock.  This restricted stock is
not  marketable.  Consequently,  no  value can be determined for this restricted
stock  issued.  However,  a  nominal  amount of $27,000 has been assigned as the
value  for  this  non-marketable  stock  issued.

NOTE  8  -  RECLASSIFICATION  AND  RESTATEMENTS:

     Selected  items  in  the  March 31, 2003 financial statements as previously
reported  have  been  reclassified  and  restated  to  be  consistent with these
unaudited  financial  statements  as  of  March  31,  2004.

NOTE  9  -  SUBSEQUENT  EVENTS:

REAL  ESTATE  TRANSACTIONS  SINCE  MARCH  31,  2004
---------------------------------------------------

     On  March 30, 2004, the Company purchased it's first of various real estate
properties  for  $85,684 which is reported as part of Property and Equipment, at
cost,  on the balance sheet as of March 31, 2004.  Up to May 5, 2004 the Company


                                        7
<PAGE>
negotiated  the purchase of three other properties plus one in negotiations with
a  deposit  made.  Some  of  these  properties will be held for investment while
others  will be held and used by the Company in its operations.  The Company has
plans  to  create  entities  to  own  and  manage  these real estate properties.

     As  of  May  5,  2004,  the  Company has acquired the following real estate
properties,  since  March  31,  2004:

<TABLE>
<CAPTION>
                                                                                     Remaining
                                                                                     ----------
                                                                            Cost     Debt Owed
                                                                         ----------  ----------
<S>                                                                      <C>         <C>
Held for investment to dispose of within one year                        $  300,000  $        0
Resort lodge with the intention to bring into Operations - part of this
may be identified later on as Long Term investment and not put into
operations - 66 2/3% joint owner with a third party                         934,000     734,000
Building with the intention to modify and move Operations into and
lease out portion - 50% joint owner with a third party                    1,220,000   1,170,000
                                                                         ----------  ----------
Total Committed                                                          $2,454,000  $1,904,000
                                                                         ==========  ==========
</TABLE>

     The  Company  also  has  put  a $10,000 deposit on an offer to purchase for
$305,000 real estate to hold for investment less than one year.

     In  the  event  the  other  33 1/3% joint owner of the lodge defaulted, the
Company would be liable for the remaining unpaid debt of $266,000.

     In the event the other 50% joint owner of the building the Company plans to
move  its operations into defaulted, the Company would be liable for his portion
of  the  debt  of $1,220,000.  This property is expected to be closed by May 31,
2004.

OTHER
-----

     The  Company  filed  with the Securities and Exchange Commission ("SEC") on
April  22,  2004,  a Form S-8 notifying of an "Employee Stock Incentive Plan for
the  Year  2004  No.  3"  and a "Non-Employee Directors and Consultants Retainer
Stock  Plan  for  the  Year  2004  No. 2".  The numbers of shares registered are
2,000,000,000  shares  each.

     On  April  2,  2004,  the  Company entered into an agreement whereby retail
product  sales  are  promoted, new business is generated and recommendations are
made  for  improving  operations.  The  agreement  is based on performance.  So,
Management  is  of  the  opinion  the  agreement  at  worst  case,  although not
self-funding,  would not have a significant negative cash impact on the Company.


                                        8
<PAGE>
ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATIONS.
FORWARD-LOOKING  INFORMATION

     Much  of  the  discussion in this Item is "forward looking" as that term is
used  in  Section  27A  of  the Securities Act and Section 21E of the Securities
Exchange  Act of 1934.  Actual operations and results may materially differ from
present  plans  and  projections  due  to  changes  in  economic conditions, new
business  opportunities,  changed  business  conditions, and other developments.
Other factors that could cause results to differ materially are described in our
filings  with  the  Securities  and  Exchange  Commission.

     The  following  are  factors  that  could cause actual results or events to
differ  materially  from  those anticipated, and include, but are not limited to
general  economic,  financial and business conditions, changes in and compliance
with  governmental  laws  and  regulations,  including various state and federal
environmental  regulations,  our  ability  to  obtain  additional financing from
outside investors and/or bank and mezzanine lenders, and our ability to generate
sufficient  revenues  to  cover  operating  losses  and  position  us to achieve
positive  cash  flow.

     Readers  are  cautioned  not to place undue reliance on the forward-looking
statements contained herein, which speak only as of the date hereof.  We believe
the  information  contained  in  this  Form 10-QSB to be accurate as of the date
hereof.  Changes may occur after that date.  We will not update that information
except  as  required  by  law  in  the  normal  course  of our public disclosure
practices.

     Additionally,  the  following  discussion regarding our financial condition
and  results  of  operations  should  be  read in conjunction with the financial
statements  and related notes contained in Item 1 of Part I of this Form 10-QSB,
as  well as the financial statements in Item 7 of Part II of our Form 10-KSB for
the  fiscal  year  ended  December  31,  2003.

MANAGEMENT'S  PLAN  OF  OPERATION

     We  were  originally  incorporated  in the State of Nevada on May 26, 1993.
Our  principal  executive office is located at 3035 East Patrick Lane, Suite 14,
Las  Vegas,  Nevada  89120 and our telephone number is (702) 938-9316.  We are a
network  marketing  company  that  sells  whole  food  nutrition, and health and
dietary  supplements  throughout  North  America  and  Japan.

     On January 7, 2003, we created a new Nevada corporation, The Right Solution
Gateway,  as  one  of  our  wholly owned operating subsidiaries.  This operating
subsidiary  bought  the assets from us in exchange for 100% of its common stock.

     As  a  result  of this transaction, we are now a holding company and do not
have  any  direct  operations.  All  of our operations are conducted through The
Right  Solution Gateway and Grandma Hamman's.  Our products are marketed through
retail  sales  and  network marketing organizations within the United States and
wholesale  personal  import  sales  outside  of  the  United  States.

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

     Retail  and  store sales are completed through Grandma Hamman's, our wholly
owned  subsidiary.

     We  market whole food products based on the proposition that pure, natural,
unprocessed,  unpreserved,  unsprayed,  simple, organic foods provide whole food
nutrition.  We believe that whole food nutrition is the key, the answer, and the
solution to creating a long healthy life.  The health care products that we sell
are intended to provide nutritional supplementation to the product's users.  Our
products are not intended to diagnose, treat, cure or prevent any disease.


                                        9
<PAGE>
     On  March  15, 2004 we entered into a Licensing and Purchase Agreement with
The  Chelsea  Collection  whereby  we purchased the rights to Jeunesse products,
owned by The Chelsea Collection for the purchase price of $4,000,000 plus 15% of
all  revenues,  minus  costs  of  goods, generated by the Jeunesse product line.

SUBSEQUENT  EVENT

     On  April  15,  2004  we  entered  into  an employment agreement with Tarun
Mendiratta, an individual.  Pursuant to the employment agreement, we will employ
Mr.  Mendiratta  as  manager  of retail sales and marketing on an at-will basis.
Mr. Mendiratta will receive a weekly salary of $3,000.00.

     On  April  15,  2004 we entered into a consulting agreement with P2R, a New
York  corporation.  Pursuant  to  the  consulting  agreement,  P2R  will provide
consulting  services  to us for $12,000.00 per month.  The agreement with P2R is
on  a  month-to-month  basis.

FIRST QUARTER COSTS AND CHANGES IN FINANCIAL CONDITIONS

RESULTS  OF  OPERATIONS

     Sales  for the Three Months ended March 31, 2004, were $266,000 compared to
$312,000  for  the  same period in 2003.  The decrease in sales of approximately
$46,000  is  attributable  to  the  sales volume drop in our subsidiary, Grandma
Hamman's.  This  came  about primarily from moving its operations from Wisconsin
to  Nevada  and  the reduction in telemarketing of its products.  Costs of sales
were  $44,000  for the three months ended on March 31, 2004, compared to $63,000
for  the  comparable  period  in 2003.  Cost of sales decreased by approximately
$19,000 due primarily to the reduction in sales of Grandma Hamman's.

     Selling, general, and administrative expenses were $3,666,000 for the three
months  ended  on March 31, 2004 and $378,000 for the comparable period in 2003,
an  increase of approximately $3,288,000.  The primary reasons for the increases
was  a  dramatic  increase  in services paid with stock issuances of $2,553,000,
expenditures  of  $247,000  in  the  efforts  to develop and ready to market the
product  line  of  Jeunesse by Francois which is a cosmetic line, an increase of
professional  services paid of $136,000, and an increase in marketing efforts of
$355,000

     Net  loss  was  $3,508,000 during the three months ended on March 31, 2004,
compared  to  a  net  loss  of  $168,000 for the comparable period in 2003.  Our
increase  in  the  operating  loss  for the three months ended March 31, 2004 of
approximately  $3,343,000  was primarily the result of the increases in services
paid  with  stock  issuances,  product  development  of the Jeunesse by Francois
cosmetic  line,  professional  services  paid,  and  marketing  efforts.

LIQUIDITY  AND  CAPITAL  RESOURCES

     We  had a net working capital deficit of $2,860,000 at the end of March 31,
2004,  as compared to a $4,284,000 deficit at the end of December 31, 2003.  Our
working  capital  deficit  decreased $1,424,000 primarily as a result of raising
additional  capital through stock issues of $2,310,000.  This provided the means
to reduce current liabilities by $469,000, increase cash and cash equivalents by
$876,000,  increase  receivable  from  stock  sales  by  $148,000  and  increase
inventories  by  $96,000.

     Cash  flow  used  in  operations  was $1,207,000 for the three months ended
March  31,  2004,  compared with cash flow provided in operations of $45,000 for
the comparable period in 2003, a reduction of $1,207,000.

     Cash  flows  used  in investing activities for the three months ended March
31,  2004  were  $328,000,  compared  with  cash used in investing activities of
$4,000  for the comparable period in 2003, an increase in cash used in investing
of  $324,000.

     Cash  flow  received  in  financing activities was $2,247,000 for the three
months  ended  March  31,  2004  as  compared  to  cash  used  of $29,000 in the
comparable period in 2003, an increase in cash received of $2,276,000.


                                       10
<PAGE>
IMPACT  OF  INFLATION

     We  believe  that  inflation  has had a negligible effect on our operations
over  the  past two years.  We believe that we can offset inflationary increases
in  the  cost  of  materials  and  labor  through  increased  sales and improved
operating  efficiency.

CAPITAL  EXPENDITURES

     We  made  approximately  $210,000 and had $0 in capital expenditures in the
three  months  ended  March  31,  2004  and  2003  respectively.

GOING  CONCERN

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

OFF-BALANCE  SHEET  ARRANGEMENTS

     We do not have any off-balance sheet arrangements.

ITEM  3.  CONTROLS  AND  PROCEDURES.

     Disclosure  controls  and procedures are controls and other procedures that
are  designed  to  ensure that information required to be disclosed by us in the
reports  that  we  file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules  and  forms.  Disclosure  controls  and procedures
include,  without  limitation,  controls  and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange  Act  is  accumulated and communicated to our management, including our
principal  executive  and  financial  officers,  as  appropriate to allow timely
decisions  regarding  required  disclosure.

     Evaluation  of disclosure and controls and procedures. As of the end of the
period  covered  by this Quarterly Report, we conducted an evaluation, under the
supervision  and with the participation of our chief executive officer and chief
financial  officer,  of  our  disclosure  controls and procedures (as defined in
Rules  13a-15(e)  of  the  Exchange  Act).  Based  on this evaluation, our chief
executive  officer  and  chief  financial  officer concluded that our disclosure
controls  and procedures are effective to ensure that information required to be
disclosed  by  us  in  reports  that we file or submit under the Exchange Act is
recorded,  processed,  summarized and reported within the time periods specified
in  Securities  and  Exchange  Commission  rules  and  forms.

     Changes  in internal controls over financial reporting. There was no change
in  our  internal  controls,  which  are included within disclosure controls and
procedures,  during  our  most  recently  completed  fiscal  quarter  that  has
materially  affected, or is reasonably likely to materially affect, our internal
controls.

                           PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS.

     On  August  13,  2003, Suburban Capital Corporation filed a civil action in
the Circuit Court of DuPage County, Illinois against us and two of our officers,
Richard  Bailey  and  Florian Ternes.  On December 15, 2003, U.S. District Judge


                                       11
<PAGE>
Charles  R.  Norgle,  Sr., granted our Notice of Removal and removed the case to
the  United  States  District  Court  for  the  Northern  District  of Illinois.

     The  action  is styled Suburban Capital Corporation v Gateway Distributors,
Ltd.,  Rick  Bailey  and  Flo  Ternes,  and  Neptune  Communications,  Case  No.
03-CV-7559  (Norgle,  J.).

     Suburban  Capital's  complaint alleges breach of contract and fraud claims.
Suburban  Capital  seeks  a  declaratory  judgment  regarding the validity of an
alleged  advisor  agreement  with us, specific performance of that agreement and
injunctive  relief, including temporary restraining order as well as preliminary
and  permanent injunctions. The complaint seeks $550,000 together with its costs
of  enforcement including reasonable attorney's fees as well as punitive damages
in  the  amount  of  $500,000.

     On  November  17,  2003,  we filed an answer and affirmative defenses which
asserted  that  the  Plaintiff's  claims  are  barred by the principles of undue
influence,  duress,  in  pari  delicto,  estoppel,  and  illegality.

     On  January  24, 2004, Judge Gottschall granted the Securities and Exchange
Commission's  motion  for  an  order appointing a receiver over Suburban Capital
Corporation  in  Securities  and  Exchange Commission v. Frank J. Custable, Jr.,
Sara  Wetzel,  Suburban  Capital  Corp.,  Francis  Scott  Widen,  Wasatch
Pharmaceutical,  Inc.,  David  Giles,  Gary  Heesch, Pacel Corp., David Calkins,
Gateway  Distributors, Ltd., Richard Bailey and ThermoElastic Technologies, Inc,
Case  No. 03-C-2182. T he court-appointed Receiver, Mark Toljanic, controls this
claim.

     On  March  12,  2004 the Parties agreed to a Scheduling Order and commenced
discovery.

     The  Parties were scheduled to appear before Judge Norgle on April 13, 2004
for  a  status  hearing.  The  hearing  has been postponed until further notice.

ITEM  2.  CHANGES  IN  SECURITIES.

          None.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES.

          None.

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

          None.

ITEM  5.  OTHER  INFORMATION.

          None.

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

(a)     Exhibits.

<TABLE>
<CAPTION>
EXHIBIT NO.                           IDENTIFICATION OF EXHIBIT
-----------                           -------------------------
<S>          <C>

      3.1**  Articles of Incorporation
      3.2**  Bylaws
      10.1*  Licensing and Purchase Agreement with The Chelsea Collection.
      10.2*  Employment Agreement with Tarun Mendiratta.
      10.3*  Consulting Agreement with P2R.
      31.1*  Certification of Richard A. Bailey, Chief Executive Officer of Gateway Distributors, Ltd.,
             pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of
             2002.
      31.2*  Certification of Richard A. Bailey, Chief Financial Officer of Gateway Distributors, Ltd.,
             pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of
             2002.
      32.1*  Certification of Richard A. Bailey, Chief Executive Officer of Gateway Distributors, Ltd.,
             pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of
             2002.


                                       12
<PAGE>
      32.2*  Certification of Richard A. Bailey, Chief Financial Officer of Gateway Distributors, Ltd.,
             pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of
             2002.
<FN>

__________
*     Filed  herewith.
**   Previously  filed.
</TABLE>

(b)     Reports  on  Form  8-K.

     Form  8-K  filed  on  February 24, 2004 regarding change in our control and
change  in  our  address  and  telephone  number.

     Form  8-K  filed  on  March  24,  2004  regarding  change in our certifying
accountant  and  the  appointment  of  new  accountant.

                                   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.


                                       GATEWAY  DISTRIBUTORS,  LTD.

Dated May 17, 2004.

                                       By  /s/  Richard  A.  Bailey
                                           --------------------------
                                           Richard  A.  Bailey,
                                           President and Chief Executive Officer


                                       13
<PAGE>