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 September 30, 2001.

   [  ]  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 November 16, 2001 was
15,247,044.





<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 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 September 30,
2001 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-9 and are incorporated
herein by this reference.



















                      [THIS SPACE LEFT BLANK INTENTIONALLY]

                                        3

<PAGE>






                           GATEWAY DISTRIBUTORS, LTD.
                                    --------

                              FINANCIAL STATEMENTS
                                    --------

                               SEPTEMBER 30, 2001




                                       F-1

<PAGE>








                           GATEWAY DISTRIBUTORS, LTD.


                                  - CONTENTS -









                                                                    PAGE NUMBER

Financial Statements:

    Balance Sheet                                                      F-3

    Statement of Operations                                            F-4

    Statement of Changes in Stockholders' Deficit                      F-5

    Statement of Cash Flows                                          F-6 & 7

    Notes to Financial Statements                                   F-9 & 10

                                       F-2

<PAGE>



                           GATEWAY DISTRIBUTORS, LTD.
                                  BALANCE SHEET

                                     ASSETS

                                                   SEPTEMBER 30,   DECEMBER 31,
                                                       2001           2000
                                                   -------------  -------------
                                                    (UNAUDITED)
CURRENT ASSETS:
   Cash and cash equivalents                       $      25,653  $       2,625
   Accounts receivable                                   124,111         51,233
   Inventories                                           531,712        205,711
   Prepaid expense                                        37,805        127,675
                                                   -------------  -------------

          Total current assets                           719,281        387,244

PROPERTY AND EQUIPMENT, AT COST -                        539,154        427,830
   Less accumulated depreciation and amortization       (309,366       (269,861)

                                                   -------------  -------------
                                                         229,788        157,969

OTHER ASSETS:
   Goodwill, net of accumulated amortization
      of $132,218 and $74,245, respectively            1,021,159        927,787
   Other                                                  53,268         35,410
                                                   -------------  -------------
                                                       1,074,427        963,197


                                                   $   2,023,496  $   1,508,410
                                                   =============  =============

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



                                       F-3

<PAGE>














                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                    SEPTEMBER 30,  DECEMBER 31,
                                                       2001            2000
                                                   -------------   -----------
                                                    (UNAUDITED)
         CURRENT LIABILITIES:
            Current portion of long-term debt        $ 1,698,876   $ 1,695,330
            Deferred Revenue                              38,313       293,084
            Accounts payable:
               Trade                                   1,917,946     2,259,967
               Commissions                               754,063       676,641
            Accrued liabilities:
               Payroll and vacation pay                  212,163       244,267
               Interest                                  591,648       457,800
               Payroll taxes                             435,666       419,850
               Other                                     227,824       172,172
                                                   -------------   -----------

                  Total current liabilities            5,876,499     6,219,111

         LONG-TERM DEBT                                  285,649       208,888

         MINORITY INTEREST                             1,304,946          (644)

         STOCKHOLDERS' 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 -
                 13,594,000 and 13,636,000
                 at September 30,2001 and
                 December 31, 2000 respectively           13,594        13,636
            Additional paid-in capital                 1,781,880     1,823,338
            Accumulated deficit                       (7,239,072)   (6,755,919)
                                                    ------------   -----------
              Total stockholders' deficit             (5,443,598)   (4,918,945)
                                                    ------------   -----------

                                                     $ 2,023,496   $ 1,508,410
                                                    ============   ===========

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



                                       F-4

<PAGE>



                           GATEWAY DISTRIBUTORS, LTD.
                             STATEMENT OF OPERATIONS
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED                      NINE MONTHS ENDED
                                                  SEPTEMBER 30,                           SEPTEMBER, 30,

                                            2001               2000                    2001            2000
                                       -------------       -------------          -------------    -------------
<S>                                   <C>                 <C>                    <C>              <C>
         SALES                         $     584,114       $   1,165,309          $   1,681,399    $   4,024,827

         COST OF SALES                       136,351             203,448                357,855          709,744
                                       -------------       -------------          -------------    -------------

         GROSS PROFIT                        447,763             961,861              1,323,544        3,315,083

         SELLING, GENERAL AND
         ADMINISTRATIVE EXPENSES             907,497           1,275,322              2,254,924        4,305,282
                                       -------------        ------------           ------------     ------------

         LOSS FROM OPERATIONS               (459,734)          (313,461)               (931,380)        (990,199)

         OTHER INCOME (Expenses):
          Interest expense                   (59,034)           (68,846)               (190,943)        (203,614)
          Loss on disposal of fixed assets         -             (7,654)                568,970           (7,654)
          Miscellaneous income (expense)     (18,203)             7,621                 (10,617)          24,302
                                       -------------        ------------           ------------     ------------

                                             (77,237)           (68,879)                367,410         (186,966)
                                       -------------        ------------           ------------     ------------
         MINORITY INTEREST IN INCOME
         OF CONSOLIDATED
         SUBSIDIARIES                         95,650                   -                 80,817                -

         NET LOSS                      $    (441,321)       $   (382,340)         $    (483,153)    $ (1,177,165)
                                       =============        ============          =============     ============

         BASIC LOSS PER SHARE          $        (.03)       $       (.03)         $        (.04)    $       (.14)
                                       =============        ============          =============     ============

         WEIGHTED AVERAGE
            SHARE OUTSTANDING             13,454,615          10,957,260             13,454,615        8,586,140
                                       =============        ============          =============     ============

</TABLE>


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



                                       F-5

<PAGE>

                           GATEWAY DISTRIBUTORS, LTD.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                               NINE MONTHS ENDED SEPTEMBER 30, 2001
                                    -------------------------------------------------------------------------------------

                                             CAPITAL STOCK
                                             ISSUED, COMMON                            ADDITIONAL
                                    -------------------------------
                                        NUMBER OF                       PAID-IN             ACCUMULATED
                                         SHARES           AMOUNT        CAPITAL               DEFICIT           TOTAL
                                    --------------    -------------  --------------       -------------     -------------
<S>                                <C>              <C>              <C>                  <C>              <C>
         BALANCE - January 1, 2001    13,636,000     $     13,636     $ 1,823,338          $ (6,755,919)    $  (4,918,945)

         SHARES RE-ACQUIRED              (42,000)             (42)        (41,458)                   -            (41,500)

         Net loss                             -                 -              -               (483,153)         (483,153)
                                    --------------   --------------  --------------       -------------     -------------

         BALANCE -
            September 30, 2001         13,594,000    $     13,594     $ 1,781,880          $ (7,239,072)    $  (5,443,598)
                                    ==============   ==============  ==============       =============     =============
</TABLE>
<TABLE>
<CAPTION>
                                                              NINE MONTHS ENDED SEPTEMBER 30, 2000
                                    -------------------------------------------------------------------------------------


                                             CAPITAL STOCK
                                             ISSUED, COMMON
                                    -------------------------------    ADDITIONAL
                                        NUMBER OF                        PAID-IN          ACCUMULATED
                                         SHARES          AMOUNT          CAPITAL            DEFICIT              TOTAL
                                    --------------    -------------  --------------       -------------     -------------

<S>                                <C>              <C>             <C>                  <C>              <C>
       BALANCE - December 31, 1999       6,817,000    $       6,817   $   1,423,615       $  (3,976,507)    $  (2,546,075)

       Stock issued for cash                80,000               80          79,920                   -            80,000
       Stock issued for services         3,900,000            3,900               -                   -             3,900
       Stock issued for acquisition        161,000              161         128,439                   -           128,600

       Net loss                                  -                -               -          (1,177,165)       (1,177,165)
                                    --------------    -------------  --------------       -------------     -------------

         BALANCE -
            September 30, 2000          10,958,000    $      10,958   $   1,631,974        $ (5,153,672)    $  (3,510,740)
                                    ==============   ==============  ==============       =============     =============
</TABLE>

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



                                       F-6

<PAGE>


<TABLE>
<CAPTION>

                           GATEWAY DISTRIBUTORS, LTD.
                             STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
                                                                               NINE MONTHS ENDED
                                                                                 SEPTEMBER 30,
                                                                           2001                  2000
                                                                    -------------         -------------
         CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                <C>                   <C>

            Net loss                                                $    (483,153)        $  (1,177,165)
            Adjustments to reconcile net loss
               to net cash to operating activities:
                  Depreciation and amortization                            99,963                70,839
                  Loss on disposal of fixed assets-                         7,654
                  Minority interest                                     1,305,590                    -
            Changes in operating assets and liabilities
                which increase (decrease) cash flow:
               Accounts receivable                                        (72,878)              (11,397)
               Inventories                                               (326,001)             (103,822)
               Prepaid expenses                                            89,870                 5,614
               Accounts payable and accrued expenses                      154,783               830,155
               Deferred revenue                                          (254,771)              293,084
                                                                    -------------         -------------

                 Total adjustments                                        996,556             1,092,127
                                                                    -------------         -------------

                      Net cash to operating activities                    513,403               (85,038)

         CASH FLOWS FROM INVESTING ACTIVITIES:
            Purchase of property and equipment                           (111,324)              (19,972)
            Cash paid for investments                                    (400,000)                -
            Cash paid for deposits                                        (17,858)              (30,060)
                                                                   --------------        --------------

           Net cash from (to) investing activities                       (529,182)              (50,032)

         CASH FLOWS FROM FINANCING ACTIVITIES:
            Shares reacquired                                             (41,500)                -
            Proceeds from issuance stock                                  (41,500)               80,000
            Proceeds from issuance of debt                                191,761               118,014
            Principle payments on debt                                   (111,454)              (77,582)
                                                                    -------------        --------------

                Net cash from financing activities                         38,807               120,432
                                                                    -------------         -------------

         NET INCREASE (DECREASE) IN CASH EQUIVALENTS                       23,028               (14,638)

         CASH AND CASH EQUIVALENTS-
            beginning of period                                             2,625                17,593
                                                                  ---------------        --------------

         CASH AND CASH EQUIVALENTS -
            end of period                                           $      25,653        $        2,955
                                                                    =============        ==============
</TABLE>

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



                                       F-7

<PAGE>



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




                             SUPPLEMENTAL DISCLOSURE

                                                             NINE MONTHS ENDED
                                                              SEPTEMBER 30,
                                                           2001         2000
                                                        ---------    ---------

         Cash paid during year for interest             $  57,095    $  50,042
                                                        =========    =========


           NON CASH INVESTING AND FINANCING ACTIVITIES

         Stock issued for acquisitions                                $128,600
                                                                      ========

         Stock issued for services                                  $    3,900
                                                                    ==========











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



                                       F-8

<PAGE>



                           GATEWAY DISTRIBUTORS, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                                SEPTEMBER 30,2001

         NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

               The consolidated balance sheet as of September 30, 2001 and the
               related consolidated statements of operations, changes in
               stockholders' equity (deficit), and cash flows for the nine
               months ended September 30, 2001 and 2000 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 nine months ended September 30,
               2001 are not necessarily indicative of the results to be expected
               for the whole year.


         NOTE 2 - BUSINESS COMBINATION:

               On January 11, 2001, the Company obtained 13,448,660 shares of
               TRSG Corporation ("TRSG") , a publicly held company, in exchange
               for substantially all of the assets and operations of the
               Company. As of September 30, 2001, this resulted in a 70%
               ownership in TRSG and consolidation of the entity into the
               Company's financial statements. All significant intercompany
               balances and transactions have been eliminated. The transaction
               was accounted for under the purchase method of accounting,
               therefore, assets and liabilities were recorded on their fair
               values at the date of acquisition. Operating results have been
               included in the Company's statement of operations from the date
               of acquisition. The Company recorded $350,000 in costs in excess
               of net assets acquired, which are being amortized over 15 years.

         NOTE 3 - SETTLEMENT PAYABLE:

               On December 29, 2000, TRSG obtained a settlement on the judgment
               against it of $618,970 for $50,000. The obligation was satisfied
               and resulted in a gain on settlement of $568,970 in the nine
               month period ended September 30, 2001.



                                       F-9

<PAGE>



                           GATEWAY DISTRIBUTORS, LTD.
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                SEPTEMBER 30,2001


         NOTE 4 - BUSINESS COMBINATION:

               On July 1, 2001, the Company acquired certain assets and assumed
               certain liabilities of A & A Medical Supply Co. in exchange for
               100,000 shares of stock and $50,000 in cash. Operating results
               have been included in the Company's statement of operations from
               the date of acquisition.











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



                                      F-10

<PAGE>



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

         General

         This "Management's Discussion and Analysis of Financial Condition and
         Results of Operation" should be read in conjunction with the Company's
         unaudited financial statements, the notes thereto and the other
         financial data included elsewhere herein. This section includes
         forward-looking statements which involve risks and uncertainties which
         are based upon the Company's beliefs, as well as assumptions made by
         and information currently available to the Company. The Company's
         actual results may differ materially from the results predicted by such
         forward-looking statements due to various factors, including, but not
         limited to, those risks and uncertainties which are discussed below.

         The Company, through its subsidiary TRSG, does business as "The Right
         Solution," a network marketing company that sells whole food nutrition,
         environmental solutions, and health and dietary supplements throughout
         North America and Japan. The Company believes that through special
         blends, whole foods, such as grains and vegetables, can be combined to
         help produce optimum health.

         The Company's products are marketed through a network marketing system
         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 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.

         Results Of Operations

         The Company's results of operations for the periods described below are
         not necessarily indicative of results of operations for future periods,
         which depend upon numerous factors including the Company's ability in
         the future to enter new markets and introduce additional and new
         products into its markets.

         Three and nine months ending September 30, 2000 and 2001

         Sales for the three months ended September 30, 2001 decreased 50% to $
         584,114, as compared to sales of $ 1,165,309 in the three months ended
         September 30, 2000. The decrease resulted from the Company's inability
         to obtain inventory to support customer demand.

         Sales for the nine months ended September 30, 2001 decreased 58% to $
         1,681,399 as compared to sales of $ 4,024,827 in the nine months ended
         September 30, 2000. The decrease resulted from the Company's inability
         to obtain inventory to support customer demand .

         Gross profit of $ 447,763 for the three months ended September 30,
         2001, was $514,098, or 47% lower than the gross profit of $961,861 for
         the three months ended September 30, 2000. As a percentage of sales,
         gross profit for the three month period ended September 30, 2001 ,as
         compared

                                        4

<PAGE>



         to the same period in 2000 decreased approximately six percent from
         82.5% to 76.6%. The decrease in gross profit as a percentage of sales
         primarily resulted from a lack of inventory to support customer demand
         and the resultant loss of sales during the period.

         Gross profit of $ 1,323,544 for the nine months ended September 30,
         2001, was $1,991,539 , or 40% lower than the gross profit of $
         3,315,083 for the nine months ended September 30, 2000. As a percentage
         of sales, gross profit for the nine month period ended September 30,
         2001 as compared to the same period in 2000 decreased approximately
         three and one half percent from 82.4% to 78.7%. The decrease in gross
         profit as a percentage of sales primarily resulted from the decrease in
         gross profit as a percentage of sales primarily resulted from a lack of
         inventory to support customer demand and the resultant loss of sales
         during the period.

         General, and administrative expenses were $907,497 for the three months
         ended on September 30, 2001 and $ 1,275,322 for the comparable period
         in 2000, a decrease of $367,825, or approximately 29%. The decrease in
         general and administrative expenses resulted from a reduction in
         staff..

         General, and administrative expenses were $2,254,924 for the nine
         months ended on September 30, 2001 and $ 4,305.282 for the comparable
         period in 2000, a decrease of $2,050,358 . The primary reason for the
         decrease was from a reduction in staff.

         Operating loss was $459,734 during the three months ended on September
         30, 2001, compared to an operating loss of $ 313,461 for the comparable
         three months in 2000. The Company's operating loss increased $146,273
         or 46.7% for the three months ended September 30, 2001 because of
         decreased amount of sales.

         Operating loss was $931,380 during the nine months ended on September
         30, 2001, compared to an operating loss of $ 990,199 for the comparable
         nine months in 2000. The Company's operating loss decreased $58,819 or
         5.9% for the nine months ended September 30, 2001 because of a
         reduction in staff.

         Liquidity and Capital Resources

         The Company had a net working capital deficit of $ 5,157,218 for the
         nine months ended September 30, 2001, as compared to $5,831,867 as of
         December 31, 2000 (year-end).

         Net stockholders' deficit in the Company was $ 5,443,598 as of
         September 30, 2001, compared to a stockholder's deficit of $4,918,945
         as of December 31, 2000. The increase in net stockholder's deficit is
         due to an increase in operating losses.

         Cash flows generated by operations were $38,807 for the nine months
         ended September 30, 2001 as compared to cash flows used in operations
         of $ 14,638 for the comparable period in 2000.

         Cash flows used by investing activities were $ 529,182 for the nine
         months ended September 30, 2001 and $50,032 for the nine months ended
         September 30, 2000.

         Cash flows provided by financing activities were $ 38,807 for the nine
         months ending September 30, 2001, as compared to $120.432 generated by
         financing activities for the comparable period in 2000.

                                        5

<PAGE>




                                     PART II

         ITEM 5.    OTHER INFORMATION


         Subsequent Event

         Following the end of the quarter the Company filed a Schedule 14C
         reporting that a majority of the shareholders of the Company had
         approved an amendment to the Articles of Incorporation that increase
         the authorized number of shares of common stock to 1,000,000,000 shares
         having a par value of $0.001 each, preferred shares remain authorized
         for 1,000,000 shares having a par value of $0.001 each. This action was
         approved by shareholders holding 7,580,036 shares or 53.2% of the
         issued and outstanding of the Company.

         On the 16th day of October, 2001 the Company signed an Advisory
         Agreement with certain parties to retain them parties to advise and
         assist the Company in its development and marketing of current and
         future products, and asset purchases. The Company agreed to payment of
         compensation of 500,000 shares of common stock registered under an
         effective S-8 registration statement to each person, for a total
         obligation under the Advisory Agreement of one million shares.

         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 7 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 ___ day of September 2001.


         Gateway Distributors, Ltd.


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

                                INDEX TO EXHIBITS


Exhibit    Page     Description

2.1         *       Agreement and Plan of Merger as of April 10, 1998
                    (Incorporated by reference from Form 10-SB/A filed December
                    15, 1999).

                               6


<PAGE>


3.1      *          Amended and Restated Articles of Incorporation of the
                    Company Incorporated by reference from Form 10-SB/A filed
                    December 15, 1999).

3.2      *          Bylaws of the Company, as amended (Incorporated by reference
                    from Form 10-SB/A filed December 15, 1999).

3.3      8          Articles of Amendment dated October 31, 2001, increasing the
                    number of authorized shares of common stock to
                    1,000,000,000.

4.1      *          Specimen Common Stock Certificate (Incorporated by reference
                    from Form 10-SB/A filed December 15, 1999).

4.2      *          Specimen 12% Convertible Note (Incorporated by reference
                    from Form 10-SB/A filed December 15, 1999).

10(i)    *          Acquisition Agreement dated October 12, 2000. (incorporated
                    herein by reference to the Company's Form 8-K filed with the
                    Securities and Exchange Commission on October 23, 2000) .

10(ii)   *          Exhibit A to Acquisition Agreement dated October 12, 2000
                    (as provided at closing of the Agreement on January 10,
                    2001).

                    (Incorporated by reference to the Form 8-K dated October 23,
                    2000).

Material Contracts

10(iii)  9          Advisory Agreement dated October 16, 2001 with the Company.


* Incorporated by reference as noted above.



                               7

<PAGE>




                              ARTICLES OF AMENDMENT
                                     TO THE
                          ARTICLES OF INCORPORATION OF

                           GATEWAY DISTRIBUTORS, LTD.

         Pursuant to Section 78.320 of the Nevada Revised Statutes, the
         undersigned persons, desiring to amend the Articles of Incorporation of
         Gateway Distributors, Ltd., under the laws of the State of Nevada, do
         hereby sign, verify, and deliver to the Office of the Secretary of
         State of the State of Nevada this Amendment to the Articles of
         Incorporation for the above-named company (hereinafter referred to as
         the "Corporation"):

               Pursuant to the provisions of Section 78.320, the amendment
         contained herein was duly approved and adopted by a majority of
         shareholders and by the board of directors of the Company.

               FIRST: The Articles of Incorporation of the Corporation were
         first filed and approved by the Office of the Secretary of State of the
         State of Nevada on May 26, 1993.

               SECOND: The following amendment increasing the authorized common
         stock from 20,000,000 to 1,000,000,000 shares was adopted by 7,580,036
         shares, or 53.2%, of the 14,244,544 issued and outstanding shares of
         common stock entitled to approve such amendments.

               THIRD:  Article IV of the Articles of Incorporation of the
         Corporation is amended and stated in its entirety to read as follows:

         "FOURTH. The stock of the corporation is divided into two classes: (1)
         common stock in the amount of One Billion (1,000,000,000) shares having
         par value of $0.001 each, and (2) preferred stock in the amount of One
         Million (1,000,000) shares having par value of $0.001 each. The Board
         of Directors shall have the authority, by resolution or resolutions, to
         divide the preferred stock into more than one class of stock or more
         than one series of any class, to establish and fix the distinguishing
         designation of each such series and the number of shares thereof (which
         number, by like action of the Board of Directors, from time to time
         thereafter, may be increased, except when otherwise provided by the
         Board of Directors in creating such series, or may be decreased, but
         not below the number of shares thereof then outstanding) and, within
         the limitations of applicable law of the State of Nevada or as
         otherwise set forth in this Article, to fix and determine the relative
         voting powers, designations, preferences, limitations, restrictions and
         relative rights of the various classes or stock or series thereof and
         the qualifications, limitations or restrictions such rights of each
         series so established prior to the issuance thereof. There shall be no
         cumulative voting by shareholders."

         DATED this 31st day of October, 2001.



              /s/ Richard Bailey
         ------------------------------------------
         Richard Bailey, President and Director


                                        8

<PAGE>



                               ADVISORY AGREEMENT

               THIS ADVISORY AGREEMENT ( the "Agreement") is made this 16th day
         of October 2001, by and between Allen Wolfson & Rocky Stefansky,
         Individuals ("Advisors"), with offices located at ; and TRSG CORPG
         Corporation, a Delaware Corporation (the "Company"), with its offices
         located at 500 Eat Cheyenne Avenue, North Las Vegas, 89030.

               WHEREAS, Advisors  have experience in Consulting in business
         development services,

               WHEREAS, the Company desires to retain Advisors to advise and
         assist the Company in its development on the terms and conditions set
         forth below; and

               WHEREAS, Advisors have provided services to the Company relative
         to the production, formulation, and marketing of current and future
         products, and assets purchases.

               WHEREAS, the Company desires to obtain the continued services of
         Advisors on behalf of the Company;

               NOW, THEREFORE, in consideration of the mutual promises,
         covenants and agreements contained herein, and for other good and
         valuable consideration, the receipt and sufficiency of which is hereby
         acknowledged, the Company and Advisor agree as follows:

         1.    Engagement

               The Company hereby retains Advisors, effective as of October 16,
               2001 (the "Effective Date") and continuing until termination, as
               provided herein, to assist the Company in Consulting Services as
               indicate in this agreement.

               2.  Advisors will continue to service as a consultant for the
               Company on a need basis at the Advisor's discretion

               3.  The Company maintains all licensing rights and ownership of
               the products.

         2.    Term

               This Agreement shall be ongoing unless both parties agree to
               termination and/or changes in the agreement.

         3.    Time and Effort of Advisor

               Advisor shall allocate time and Advisors Personnel as it deems
               necessary to provide the Services. The particular amount of time
               may vary from day to day or week to week. Except as otherwise
               agreed, Advisor by request will identify, in general, tasks
               performed for the Company as evidence that the Services have been
               performed. Additionally, in the absence of willful misfeasance,
               bad faith, negligence or reckless disregard for the obligations
               or duties hereunder by Advisor, neither Advisor nor Advisor's
               Personnel shall be liable to the Company or any of its
               shareholders for any act or omission in the course of or
               connected with rendering the Services, including but not limited
               to losses that may be sustained in any corporate act in



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               any subsequent Business Opportunity (as defined herein)
               undertaken by the Company as a result of advice provided by
               Advisor or Advisors's Personnel.

         4.    Compensation

               The Company agrees to compensate the Advisors for services as
follows:

               a. 500,000 shares of S-8, free trading common stock of GTWY, to
                  each Advisor for a total of 1,000,000 shares, which must be
                  delivered to Advisors, designated broker no later than two
                  business days from the signing of this agreement.

               b. Agreement with Joe Schulman must be signed and in place prior
                  to this agreement being valid.

         5.    Place of Services

               The Services provided by Advisor or Advisor's Personnel hereunder
               will be performed at Advisor's offices except as otherwise
               mutually agreed by Advisor and the Company.

         6.    Independent Contractor

               Advisor and Advisor's Personnel will act as an independent
               contractor in the performance of its duties under this Agreement.
               Accordingly, Advisor will be responsible for payment of all
               federal, state, and local taxes on compensation paid under this
               Agreement, including income and social security taxes,
               unemployment insurance, and any other taxes due relative to
               Advisor's Personnel, and any and all business license fees as may
               be required. This Agreement neither expressly nor impliedly
               creates a relationship of principal and agent, or employee and
               employer, between Advisor's Personnel and the Company. Neither
               Advisor nor Advisor's Personnel are authorized to enter into any
               agreements on behalf of the Company. The Company expressly
               retains the right to approve, in its sole discretion, each Asset
               Opportunity or Business Opportunity introduced by Advisor, and to
               make all final decisions with respect to effecting a transaction
               on any Business Opportunity.

         7.    No Agency Express or Implied

               This Agreement neither expressly nor impliedly creates a
               relationship of principal and agent between the Company and
               Advisors, or employee and employer as between Advisors Personnel
               and the Company.

         8.    Termination

               The Company and Advisors may terminate this Agreement by written
               notice with mutual written consent. Failing to have mutual
               consent, without prejudice to any other remedy to which the
               terminating party may be entitled, if any, either party may
               terminate this Agreement with written notice under the following
               conditions:

               (A)    By the Company.
                      --------------




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               (i) If during the Primary Term of this Agreement or any Extension
               Period, Advisors is unable to provide the Services as set forth
               herein for thirty (30) consecutive business days because of
               illness, accident, or other incapacity of Advisor's Personnel;
               or,

               (ii)  If Advisors willfully breaches or neglects the duties
               required to be performed hereunder;

               (B)     By Advisor.
                       -----------

               (i)  If the Company breaches this Agreement or fails to make any
               payments or provide information required hereunder;  or,

               (ii) If the Company ceases business or, other than in an Initial
               Merger, sells a controlling interest to a third party, or agrees
               to a consolidation or merger of itself with or into another
               corporation, or enters into such a transaction outside of the
               scope of this Agreement, or sells substantially all of its assets
               to another corporation, entity or individual outside of the scope
               of this Agreement; or,

               (iii) If the Company subsequent to the execution hereof has a
               receiver appointed for its business or assets, or otherwise
               becomes insolvent or unable to timely satisfy its obligations in
               the ordinary course of, including but not limited to the
               obligation to pay the Initial Fee, the Transaction fee, or the
               Advisory Fee; or,

               (iv) If the Company subsequent to the execution hereof
               institutes, makes a general assignment for the benefit of
               creditors, has instituted against it any bankruptcy proceeding
               for reorganization for rearrangement of its financial affairs,
               files a petition in a court of bankruptcy, or is adjudicated a
               bankrupt; or,

         9.    Indemnification

               Subject to the provisions herein, the Company and Advisors 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.

         10.   Remedies

               Advisors and the Company acknowledge that in the event of a
               breach of this Agreement by either party, money damages would be
               inadequate and the non-breaching party would have no adequate
               remedy at law. Accordingly, in the event of any controversy
               concerning the rights or obligations under this Agreement, such
               rights or obligations shall be enforceable in a court of equity
               by a decree of specific performance. Such remedy, however, shall
               be cumulative and nonexclusive and shall be in addition to any
               other remedy to which the parties may be entitled.

         11.   Miscellaneous




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               (A) Subsequent Events. Advisor and the Company each agree to
               notify the other party if, subsequent to the date of this
               Agreement, either party incurs obligations which could compromise
               its efforts and obligations under this Agreement.

               (B) Amendment. This Agreement may be amended or modified at any
               time and in any manner only by an instrument in writing executed
               by the parties hereto.

               (C) Further Actions and Assurances. At any time and from time to
               time, each party agrees, at its or their expense, to take actions
               and to execute and deliver documents as may be reasonably
               necessary to effectuate the purposes of this Agreement.

               (D) Waiver. Any failure of any party to this Agreement to comply
               with any of its obligations, agreements, or conditions hereunder
               may be waived in writing by the party to whom such compliance is
               owed. The failure of any party to this Agreement to enforce at
               any time any of the provisions of this Agreement shall in no way
               be construed to be a waiver of any such provision or a waiver of
               the right of such party thereafter to enforce each and every such
               provision. No waiver of any breach of or noncompliance with this
               Agreement shall be held to be a waiver of any other or subsequent
               breach or noncompliance.

               (E) Assignment. Neither this Agreement nor any right created by
               it shall be assignable by either party without the prior written
               consent of the other.

               (F) Notices. Any notice or other communication required or
               permitted by this Agreement must be in writing and shall be
               deemed to be properly given when delivered in person to an
               officer of the other party, when deposited in the United States
               mails for transmittal by certified or registered mail, postage
               prepaid, or when deposited with a public telegraph company for
               transmittal, or when sent by facsimile transmission charges
               prepared, provided that the communication is addressed:

                  (i)    In the case of the Company:
                           TRSG CORP
                           500 East Cheyenne Ave.
                           Las Vegas, Nevada 89030

                  (ii)  In the case of Advisors:
                         Allen Wolfson.
                          3809 South West Temple
                         Salt Lake City, Utah 84115

                  (iii)   Jacob Y. "Rocky" Stefansky
                            32 Chestnut St.
                            Farmingdale, NJ 07727

              or to such other person or address designated in writing by the
Company or Advisor to receive notice.

               (G) Headings. The section and subsection headings in this
         Agreement are inserted for convenience only and shall not affect in any
         way the meaning or interpretation of this Agreement.



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               (H) Governing Law. This Agreement was negotiated and is being
               contracted for in Utah, and shall be governed by the laws of the
               State of Utah, and the United States of America, notwith standing
               any conflict-of-law provision to the contrary.

               (I) Binding Effect. This Agreement shall be binding upon the
               parties hereto and inure to the benefit of the parties, their
               respective heirs, administrators, executors, successors, and
               assigns.

               (J) Entire Agreement. This Agreement contains the entire
               agreement between the parties hereto and supersedes any and all
               prior agreements, arrangements, or understandings between the
               parties relating to the subject matter of this Agreement. No oral
               understandings, statements, promises, or inducements contrary to
               the terms of this Agreement exist. No representations,
               warranties, covenants, or conditions, express or implied, other
               than as set forth herein, have been made by any party.

               (K) Severability. If any part of this Agreement is deemed to be
               unenforceable the balance of the Agreement shall remain in full
               force and effect.

               (L) Counterparts. A facsimile, telecopy, or other reproduction of
               this Agreement may be executed simultaneously 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,
               by one or more parties hereto and such executed copy may be
               delivered by facsimile or similar instantaneous electronic
               transmission device pursuant to which the signature of or on
               behalf of such party can be seen. In this event, such execution
               and delivery shall be considered valid, binding and effective for
               all purposes. At the request of any party hereto, all parties
               agree to execute an original of this Agreement as well as any
               facsimile, telecopy or other reproduction hereof.

               (M) Time is of the Essence. Time is of the essence of this
               Agreement and of each and every provision hereof.

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

               The "Company"                           "Advisor"
               Gateway Distributors, Ltd              Jacob Y. "Rocky" Stefansky
               A Nevada Corporation                    An Individual     .


               By:      /s/ Rick Bailey            By:   /s/ Rocky Stefansky
                    -------------------------      ---------------------
               Rick Bailey, President, CEO         Jacob Y. "Rocky" Stefansky

               "Advisor"
               Allen Wolfson
               An Individual

               By  /s/ Allen Wolfson
              ----------------------------
                  Allen Wolfson


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