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 September 30, 2005.

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

                        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.)

             3220 PEPPER LANE,
             LAS VEGAS, NEVADA                               89120
   (Address of principal executive offices)                (Zip Code)

                                 (702) 317-2400
                          (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 November 14, 2005, the
issuer  had  2,621,860,636  shares  of  its common stock issued and outstanding.

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


<PAGE>
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
<S>                                                                        <C>
PART I - FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . . .   1
     Item 1.  Financial Statements. . . . . . . . . . . . . . . . . . . .   1
     Item 2.  Management's Discussion and Analysis or Plan of Operation .   2
     Item 3.  Controls and Procedures . . . . . . . . . . . . . . . . . .   6
PART II - OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . .   6
     Item 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . .   6
     Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds   6
     Item 3.  Defaults Upon Senior Securities . . . . . . . . . . . . . .   6
     Item 4. Submission of Matters to a Vote of Security Holders. . . . .   7
     Item 5.  Other Information . . . . . . . . . . . . . . . . . . . . .   7
     Item 6.  Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . .   7
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 .   8
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 .   9
</TABLE>


<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL  STATEMENTS.

As  used  herein,  the  term  "Company"  refers to Gateway Distributors, Ltd., a
Nevada  corporation,  and  its  subsidiaries  and  predecessors unless otherwise
indicated.  Unaudited,  interim,  condensed,  consolidated  financial statements
including  a  balance sheet for the Company as of the period September 30, 2005,
and  statements of operations, and statements of cash flows, for interim periods
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-15 and are incorporated herein
by  this  reference.

BASIS  OF  PRESENTATION

The  accompanying  consolidated  interim  unaudited  financial  statements  are
presented  in  accordance  with  accounting principles generally accepted in the
United  States of America for interim financial information and the instructions
for  Form  10-QSB  and  Item 310 under subpart A of Regulation S-B. Accordingly,
they  do not include all of the information and footnotes required by accounting
principles  generally  accepted  in  the  United  States of America for complete
financial  statements. The accompanying statements should be read in conjunction
with  the  audited financial statements for the year ended December 31, 2004. In
the opinion of management, all adjustments considered necessary in order to make
the  financial  statements  not misleading have been included. Operating results
for  the  quarter  and  period  ended  September  30,  2005  are not necessarily
indicative of results that may be expected for the year ended December 31, 2005.
The  financial  statements  are  presented  on  the  accrual  basis.




                      [THIS SPACE LEFT BLANK INTENTIONALLY]


                                        1
<PAGE>
                   GATEWAY DISTRIBUTORS, LTD. AND SUBSIDIARIES


                                  - CONTENTS -


<TABLE>
<CAPTION>
                                                     PAGE NUMBER
                                                     -----------
<S>                                                  <C>

Financial Statements:

     Balance Sheet                                       F-1

     Statement of Operations                             F-3

     Statement of Stockholders - Equity                  F-4

     Statement of Cash Flows                             F-5

     Notes to Financial Statements                       F-7
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                   GATEWAY DISTRIBUTORS, LTD AND SUBSIDIARIES
                      UNAUDITED CONSOLIDATED BALANCE SHEET
                    (CONDENSED, INTERIM FINANCIAL STATEMENTS)

                                                            September 30,
                                                                2005
                                                           ---------------
<S>                                                        <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                $       37,503
  Accounts Receivable                                              24,589

  Receivable from Stock Sales                                           -
  Inventories                                                     342,176
  Due From Real Estate Sale Closed On September 30, 2005          609,275
  Due From Chelsea Collection                                      90,000
  Property Held for Short Term Investment                               -
  Prepaids                                                              -
                                                           ---------------
                                     Total Current Assets       1,103,543
                                                           ---------------

PROPERTY & EQUIPMENT
  Property and Equipment, at cost                                 365,479
  (Less) accumulated depreciation and amortization               (309,435)
                                                           ---------------
                               Total Property & Equipment          56,044
                                                           ---------------

MINORITY INTEREST IN SUBSIDIARY                                         -
                                                           ---------------

OTHER ASSETS
  Prepaid Advertising                                             230,572
  Product Awaiting Marketing                                      187,650
  Formulas                                                        536,500
  Investment in QDS of Arizona                                    200,000
  Cal-Bay International Stock Held for Investment               1,361,005
  Chelsea Collection Stock Held for Investment                    400,000
  Other Assets                                                     16,556
                                                           ---------------
                                       Total Other Assets       2,932,283
                                                           ---------------

Total Assets                                                    4,091,870
                                                           ===============
</TABLE>

                      See Notes to the Financial Statements


                                       F-1
<PAGE>
<TABLE>
<CAPTION>
                   GATEWAY DISTRIBUTORS, LTD AND SUBSIDIARIES
                      UNAUDITED CONSOLIDATED BALANCE SHEET
                    (CONDENSED, INTERIM FINANCIAL STATEMENTS)

                                                           September 30,
                                                               2005
                                                          ---------------
<S>                                                       <C>
                                 LIABILITIES

CURRENT LIABILITIES:

Accounts payable:
  Trade Regular                                            $      301,888
  Commissions                                                      13,846
  Set aside for prior amounts due and payable                     399,500
Accrued expenses:
  Payroll and employee benefits                                   186,391
  Payroll taxes                                                   182,214
  Interest                                                        420,944
  Other                                                            45,507
Current maturities of long-term debt                            1,703,074
                                                           ---------------
Total current liabilities                                       3,253,364
                                                           ---------------

LONG-TERM DEBT                                                          -

                                                           ---------------
Total Liabilities                                               3,253,364
                                                           ---------------

STOCKHOLDERS' EQUITY

Preferred stock - $.001 par value
  Authorized - 400,000,000 shares
    Series A Preferred
      Authorized - 100,000,000 shares
      14,972,125 issued and outstanding                            14,972
    Series B Preferred
      Authorized - 100,000,000 shares
      15,000,000 issued and outstanding                            15,000
    No Series Designated Preferred
      Authorized - 200,000,000 shares
      Issued and outstanding - none
Common stock, - $.001 par value
  Authorized - 25,000,000,000 shares
  Issued and outstanding - 914,570,636                            914,571
  Additional paid-in capital                                   18,924,917
  Accumulated (deficit)                                       (19,030,954)

                                                           ---------------
Net Stockholders' Equity                                          838,506
                                                           ---------------

Total Liabilities & Stockholders' Equity                   $    4,091,870
                                                           ===============
</TABLE>

                      See Notes to the Financial Statements


                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                                           GATEWAY DISTRIBUTORS, LTD AND SUBSIDIARIES
                                        UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                                            (CONDENSED INTERIM FINANCIAL STATEMENTS)

                                                                          Quarter       Quarter       9 Months      9 Months
                                                                           Ended         Ended          Ended         Ended
                                                                         September     September      September     September
                                                                            30,            30,           30,            30,
                                                                           2005           2004          2005           2004
                                                                       -------------  ------------  -------------  ------------
<S>                                                                    <C>            <C>           <C>            <C>
SALES                                                                  $    188,307   $   315,830   $    580,073   $   815,338

COST OF SALES                                                                33,927       137,795        122,409       227,935
                                                                       -------------  ------------  -------------  ------------

GROSS PROFIT                                                                154,380       178,035        457,664       587,403
                                                                       -------------  ------------  -------------  ------------
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
  Depreciation Expense                                                       12,000         6,263         61,418        23,000
  Professional Services Not Classified Elsewhere                            267,347       385,454        564,631     1,579,402
  Development of Jeunesse by Francois Product Line                          269,563       153,535        389,723       474,535
  Product Development                                                       315,013       594,180        632,478     3,893,843
  All Other Selling, General and Administrative                             137,491       397,980        418,261     1,796,801
                                                                       -------------  ------------  -------------  ------------

TOTAL SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                        1,001,414     1,537,412      2,066,511     7,767,581
                                                                       -------------  ------------  -------------  ------------

INCOME (LOSS) FROM OPERATIONS                                              (847,034)   (1,359,377)    (1,608,847)   (7,180,178)
                                                                       -------------  ------------  -------------  ------------
OTHER INCOME (EXPENSE):
  Gain on Sale of Property held for short term investment                         -             -         37,139             -
  Gain on Sale of Property                                                1,014,494             -      1,667,040             -
  Gain on Sale of Polar WearZ, Inc. (n.k.a. Chelsea Collection)Stock         50,000                       50,000
  (Loss) on Sale of Equipment                                                     -             -              -        (1,774)
  Additional (Loss) Incurred on 2002 Sale of Subsidiary                           -             -              -       (40,000)
  (Loss) on Sale of Subsidiary - Los Cabos Beverage                               -             -         (8,256)            -
  (Loss) change in reporting QDS of Arizona as an investment                      -             -        (68,535)            -
  (Impairment) reporting Subsidiary QDS of Arizona as an investment               -             -         (9,101)            -
  (Loss) on Sale of Valley Dr House                                         (15,644)            -        (26,024)            -
  Interest Expense                                                          (81,302)      (50,376)      (192,173)     (179,965)
  Other Income                                                                    -        55,593                      101,116
                                                                       -------------  ------------                 ------------
TOTAL OTHER INCOME (EXPENSE):                                               967,548         5,217        450,090      (120,623)
                                                                       -------------  ------------  -------------  ------------

NET INCOME (LOSS) BEFORE MINORITY INTEREST                                  120,514    (1,354,160)      (158,757)   (7,300,801)

MINORITY INTEREST                                                                 -        66,957              -        66,957
                                                                       -------------  ------------  -------------  ------------
NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAX                           120,514    (1,287,203)      (158,757)   (7,233,844)
PROVISION FOR INCOME TAX                                                          -             -              -             -
                                                                       -------------  ------------  -------------  ------------

NET INCOME (LOSS)                                                      $    120,514   $(1,287,203)  $   (158,757)  $(7,233,844)
                                                                       =============  ============  =============  ============

                                                                       -------------  ------------  -------------  ------------
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE                            $          0   $(1,287,203)  $         (0)  $(7,233,844)
                                                                       -------------  ------------  -------------  ------------

BASIC & DILUTED WEIGHTED AVERAGE SHARES OF                              274,168,188             1    256,743,335             1
                                                                       =============  ============  =============  ============
COMMON STOCK
</TABLE>

                      See Notes to the Financial Statements


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                                            GATEWAY DISTRIBUTORS, LTD AND SUBSIDIARIES
                                     UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                  FOR THE PERIODS ENDED SEPTEMBER 30, 2005 AND DECEMBER 31, 2004

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

Balance - December 31, 2003                 726,125  $     726            1  $      1  $ 7,737,264   $(11,478,117)  $ (3,740,126)

Common Stock Issued:
  For Services - Restricted Stock                                    48,010        48       36,642                        36,690
  For Services - Unrestricted Stock                                  15,673        16    4,729,272                     4,729,288
  For Debt - Unrestricted Stock                                           -         -       25,000                        25,000
  For Cash                                                           34,906        34    6,696,802                     6,696,836

Preferred Stock Issued
  For Services - Restricted "A" Series    4,246,000      4,246                                                             4,246

(Loss) for the Period                                                                                  (7,394,079)    (7,394,079)

                                         ----------  ---------  -----------  --------  ------------  -------------  -------------
Balance - December 31, 2004               4,972,125      4,972       98,590        99   19,224,980    (18,872,196)       357,855

Common Stock Issued:
  For Services - Restricted Stock                                 7,000,000     7,000       (6,900)                          100
  For Services - Unrestricted Stock                                  60,004        60        9,040                         9,100
  For Cash                                                       23,822,000    23,822      187,257                       211,079

Preferred Stock Issued
  For Services - Restricted "B" Series   15,000,000     15,000                                                            15,000
(Loss) for Period                                                                                        (599,080)      (599,080)

                                         ----------  ---------  -----------  --------  ------------  -------------  -------------
Balance - March 31, 2005                 19,972,125     19,972   30,980,594    30,981   19,414,377    (19,471,276)        (5,946)

Common Stock Issued:
  For Services - Restricted Stock                                16,000,000    16,000      (15,200)                          800
  For Services - Unrestricted Stock                             200,000,000   200,000     (100,800)                       99,200
  For Cash                                                       24,000,000    24,000      (22,055)                        1,945
Income(Loss) for Period                                                                                   319,808        319,808

Balance - June 30, 2005                  19,972,125     19,972  270,980,594   270,981   19,276,322    (19,151,468)       415,807
                                         ----------  ---------  -----------  --------  ------------  -------------  -------------

Common Stock Issued:
  For Services - Restricted Stock                               333,000,042   333,000     (140,800)                      192,200
  Cancelled ESIP Stock Issued, Not Sold                         -22,750,000   -22,750       22,750                             -
  For Cash                                                      333,340,000   333,340     (233,355)                       99,985
Preferred Stock Issued
  For Services - Restricted "A" Series   10,000,000     10,000                                                            10,000

Income(Loss) for Period                                                                                   120,514        120,514

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

Balance - September 30, 2005             29,972,125  $  29,972  914,570,636  $914,571  $18,924,917   $(19,030,954)  $    838,506
                                         ==========  =========  ===========  ========  ============  =============  =============

Recap Preferred Stock Issued:
  Restricted "A" Series                  14,972,125  $  14,972
  Restricted "B" Series                  15,000,000     15,000

                                         ----------  ---------
Total Preferred - September 30, 2005     29,972,125  $  29,972
                                         ==========  =========
</TABLE>

                      See Notes to the Financial Statements


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                              GATEWAY DISTRIBUTORS, LTD AND SUBSIDIARIES
                           UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (CONDENSED INTERIM FINANCIAL STATEMENTS)
                                                                      Quarter Ended    Quarter Ended
                                                                       September 30,   September 30,
                                                                           2005            2004
                                                                     ---------------  ---------------
<S>                                                                  <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)                                                           $     (158,757)  $   (7,233,844)
Adjustments to reconcile net (loss)
    to net cash from (to) operating activities:
    Stock issued for Services                                               308,200        4,565,649
    Depreciation Property & Equipment                                        61,418           23,000
    Exchange of Properties Held for Short Term Investment
      for Real Estate                                                             -          326,483
    Loss on Sale of Valley Dr House                                          26,024                -
    Gain on Sale of Aspen Cove                                           (1,276,174)               -
    Minority Interest                                                             -          (66,957)
    Loss upon reporting of QDS of Arizona to an investment                  (68,535)               -
    Impairment of Investment in QDS of Arizona                               (9,101)               -
    Loss on Sale of Grandma Hammans formula & rights                              -                -
Changes in operating assets and liabilities which
  increase (decrease) cash flow:
    Accounts Receivable                                                      21,045          (30,366)
    Inventories                                                             152,023         (269,439)
    Due From Chelsea Collection                                              90,000                -
    Properties Held for Short Term Investment                               179,741         (848,343)
    Prepaid Expenses and Other Current Assets                                25,500           (1,000)
    Accounts Payable and Commissions                                        (14,107)        (197,040)
    Accrued Liabilities                                                      43,860         (296,199)
                                                                     ---------------  ---------------
Net cash provided (used) from operating activities                         (618,863)      (4,028,056)
                                                                     ---------------  ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Product Development Awaiting Production, Later Reclassified as
      Prepaid Advertising and as Product Awaiting Marketing                       -         (406,222)
    Capital (Outlays)/Disposals - net                                     1,948,767       (4,116,404)
    Purchase (Sale) of Trademarks                                                 -          (66,873)
    Renegotiation of Purchase of Grandma Hammans                                  -          (18,600)
    Other Assets                                                             16,274          (38,728)
    Investment in QDS of Arizona                                            (50,000)               -
                                                                     ---------------  ---------------
Net cash provided (used) from investing activities                        1,915,041       (4,646,827)
                                                                     ---------------  ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Net Proceeds from Term Debt after Principal Payments                          -        2,274,022
    Principle Payment on Debts (over) net proceeds Term Debt             (1,337,527)               -
    Stock Sales for Cash; Net                                               336,648        6,421,920
                                                                     ---------------  ---------------
Net cash provided (used) from financing activities                       (1,000,879)       8,695,942
                                                                     ---------------  ---------------
NET INCREASE (DECREASE) IN CASH EQUIVALENTS                                 295,299           21,059

CASH AND CASH EQUIVALENTS - Beginning of Period                              37,159          163,190
                                                                     ---------------  ---------------

CASH AND CASH EQUIVALENTS - End of Period                            $      332,458   $      184,249
                                                                     ===============  ===============
</TABLE>

                    See Notes to Financial Statements


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                           GATEWAY DISTRIBUTORS, LTD AND SUBSIDIARIES
                   UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                            (CONDENSED INTERIM FINANCIAL STATEMENTS)

                                                                   Quarter Ended   Quarter Ended
                                                                   September 30,   September 30,
                                                                       2005            2004
                                                                  --------------  --------------
<S>                                                               <C>             <C>
SUPPLEMENTAL DISCLOSURE

CASH PAID FOR:
  Interest                                                        $      192,173  $      179,965
  Taxes                                                                        -               -

NON CASH INVESTING AND FINANCING ACTIVITIES:

STOCK ISSUED FOR:
  Services                                                               308,200       4,565,649
  Debt                                                                         -               -

TRANSACTIONS WITH CAL-BAY INTERNATIONAL (CAL-BAY)
  Cal-Bay Stock Held for Investment                                    1,361,005               -
  Chelsea Collection (f.k.a. Polar WearZ, Inc.) Stock                    650,000
  Aspen Cove & Valley Dr properties Taken Over By Cal-Bay              1,216,354               -
  Mortgage Debt Assumed by Cal-Bay Upon Taking Over Properties           950,367               -

FORMULA EXCHANGED FOR DEBT PAYOFF
  Payoff of Grandma Hamman's debt in exchange for formula                      -               -

CHANGE IN REPORTING SUBSIDIARY TO AN INVESTMENT
  Loss upon reporting change of QDS of Arizona to an investment           68,535               -
  Impairment of QDS of Arizona as an investment                            9,101               -

EXCHANGE OF PROPERTY HELD FOR SHORT TERM
INVESTMENT FOR REAL ESTATE AS PROPERTY & EQUIPMENT                             -         326,483

EXCHANGE OF EQUIPMENT FOR REAL ESTATE - BOTH OF
WHICH ARE PART OF PROPERTY & EQUIPMENT                                         -          66,348
</TABLE>

                      See Notes to the Financial Statements


                                       F-6
<PAGE>
                   GATEWAY DISTRIBUTORS, LTD. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005

NOTE 1  -  BASIS  OF  PRESENTATION:

     The  consolidated  interim  condensed financial statements at September 30,
     2005  and  for the periods ended September 30, 2005 and 2004 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/A  for  the  year  ended  December  31,  2004.  The  accompanying
     consolidated  unaudited  interim financial statements for the periods ended
     September  30,  2005 and 2004 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
     -----------------------------

     As  of  September  30,  2005,  the  Company  has the following wholly owned
     subsidiaries:

          -    The  Right  Solution  Gateway  (multilevel  marketing  and retail
               sales)
          -    Grandma  Hammans  Specialty  Foods  (an  inactive  corporation)
          -    Gateway  Venture  Holdings,  Inc. (a Nevada Corporation organized
               April  30, 2004 to house and manage the real estate, vehicles and
               equipment  of  the  Company)

     The  Company sold it's wholly owned subsidiary, Aspen Cove Resorts, Inc, in
     combination  with  selling the property on which the resort is located. The
     results of operations of this subsidiary are included in these consolidated
     financial  statements  up  to  the  date  of  sale, which was June 2, 2005.

     The  Company  also  owns a 51% interest in Quality Distribution Services of
     Arizona,  a  wholesale distributor of non-alcoholic beverages and food. The
     Company  does  not  report  the operations of this company in the financial
     statements,  but  recognizes it as an investment, not as an equity position
     (See  Note  "Investment  in  Quality  Distribution  Services  of  Arizona"
     ("QDS")).

     The  accompanying consolidated financial statements include the accounts of
     its subsidiaries, except for QDS. All significant intercompany balances and
     transactions  have  been  eliminated.


NOTE 3  -  GRANDMA  HAMMANS  AND  LOS  CABOS  BEVERAGE:

     The  Company purchased the assets of Grandma Hamman's Specialty Foods, LLC,
     from  Blaine  Wendtland on August 15, 2002. On December 21, 2004 the assets
     and  liabilities  of  Grandma  Hammans,  other  than  some  minor  residual
     receivables  and payables, passed to Blaine Wendtland in exchange for a 51%
     interest  in  the  sale  of  private  label water that Blaine Wendtland had
     developed.  To  date  the  subsidiary,  Grandma  Hammans, remains inactive.


                                      F-7
<PAGE>
     On  December  30,  2004,  the  Company formed a corporation named Los Cabos
     Beverage,  Inc.  ("Los  Cabos")  and  acquired  a  51%  ownership  with the
     remaining 49% going to Blaine Wendtland. Los Cabos was formed to handle the
     operations  of  the  sale  of  private  label  water discussed in the prior
     paragraph.  Operations  were  to  begin  in  2005.  The Company invested no
     initial  money  for  this  joint  venture,  but  it  did provide a place of
     operation  in  its  warehouse  and limited funding for payroll and selected
     other  expenses.

     During  January  and  February  of  2005  Los  Cabos  sales  did  not  meet
     expectations.  Management  determined that the operations would not be cost
     effective for the Company. On February 28, 2005 the Company entered into an
     agreement  with  Blaine  Wendtland  wherein  he  assumed  all ownership and
     obligations  and  the  Company terminated its commitments and relationships
     with  Los  Cabos and with Blaine Wendtland. There is a loss on the disposal
     of  this  subsidiary  of  $8,256 for operations while the Company owned it.


NOTE 4  -  LICENSING  /  PURCHASE  AGREEMENT WITH THE CHELSEA COLLECTION INC. (A
           RELATED  PARTY):

     The  Company  entered  into an agreement December 12, 2003 with The Chelsea
     Collection  Inc,  a  Nevada  corporation  ("Chelsea  Collection")  that was
     finalized  on  March  15,  2004  and later clarified on a few points May 4,
     2004.  Chelsea  Collection  is  now being traded on pink sheets as a public
     entity. Chelsea Collection is majority owned by the 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, except for Romania, all United
     States and Canada rights, trademarks, formulas and licenses of the Jeunesse
     by  Francois  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, payments are computed based on 15%
     of the gross sales less cost of goods sold with a minimum weekly payment of
     $10,000.  Once  the  purchase price is paid, then a royalty of up to 15% of
     the  gross  sales  less  cost  of goods sold steps into place and continues
     thereafter.  The  cost  outlays  have  been  charged  to  the  statement of
     operations  as  a  selling,  general and administrative expense, which were
     $655,757  for  all of 2004 and $389,723 for the period, ended September 30,
     2005.

     No  title or ownership passes to the Company or to Chelsea Collection until
     the  November  25,  2003  agreement between Chelsea Collection and Francois
     Vautour  is  satisfied,  the  payment  of  which  is described in the prior
     paragraph.  The  Company  has  opted  not to capitalize the purchase price.
     Therefore,  all  monies  paid  have  been  expensed.

     The  Company  is  responsible  for all product research and development for
     current  and  future marketing as well as carrying inventory on all Gateway
     Distributors'  products.  An  infomercial  developed  late in 2004 has been
     charged  to  the  balance sheet as an asset under "Prepaid Advertising" for
     $230,573.  This  remains  unchanged  during 2005. At year end (December 31,
     2005),  management  will  evaluate  the  infomercial  for  impairment.

     During  third  quarter  2005,  the  Company  sold to Chelsea Collection its
     controlling block of preferred restricted stock in Polar WearZ, Inc. (refer
     to  note "Real Estate Sales") for $250,000. Chelsea Collection name changed
     the corporation to "The Chelsea Collection, Inc." As of September 30, 2005,
     Chelsea  Collection  had  paid  off  all  but  approximately $90,000 of the
     $250,000  sales  price.

NOTE 5  -  INVESTMENT  IN  QUALITY  DISTRIBUTION  SERVICES  OF  ARIZONA ("QDS"):

     On May 30, 2004, an agreement was signed with Quality Distribution Services
     of Nevada creating a wholesale beverage distribution center in the Phoenix,
     Arizona  area.  For  this  joint  venture, Quality Distribution Services of
     Arizona,  Inc  ("QDS") was incorporated in Nevada on June 7, 2004, of which
     51%  is  owned  by  Gateway.


                                      F-8
<PAGE>
     The Company invested $282,700 during 2004 and another $50,000 through March
     31,  2005  to  assist in the development of the company. The other party to
     the  joint  venture  has  secured  the  warehouse  and  equipment  and  has
     guaranteed  payments  of  such  as  well  as  continue  providing  for  the
     operations  of  QDS.

     Management  has determined it is in the best interest of the Company not to
     continue  funding this joint venture. Negotiations are presently in process
     wherein  the  Company  would  dispose of its interest. Management is unsure
     what  the  settlement  price  will  be  upon  disposing of this investment.
     Presently,  the Company recognizes an investment of $200,000 out of a total
     investment of $332,700. The difference of $132,700 was recognized as a loss
     in 2004 as well as $9,101 impairment loss in 2005 upon presenting QDS as an
     investment  in  2005  instead  of  a  subsidiary  in  2004. In addition, no
     operations  of this subsidiary are recognized in the consolidated statement
     of  operations  for  2005,  as  management  has taken the position that the
     subsidiary  is  not  under  its  control.  Management  will  evaluate  this
     investment  for  impairment  at  December  31,  2005,  its  year-end.


NOTE 6-  REAL  ESTATE  SALES:

     During  the  first  quarter  of  2005,  the  Company borrowed an additional
     $400,000  from a financial institution on a 6.5% equity line secured by the
     office and warehouse property. Proceeds were used for remodeling the office
     and  warehouse  property.

     On  February  28, 2005 the Company sold the Shellstone residential property
     real  estate in Las Vegas for approximately $369,000. The gain on this sale
     has  been recognized in the Statement of Operations as part of the "Gain on
     Sale  of  Property  Held  for  Short  Term  Investment".

     In  a  single agreement on June 2, 2005, the Company sold Aspen Cove Resort
     (property)  and the subsidiary Aspen Cove Resort, Inc. (operations of Aspen
     Cove  Resort),  hereafter  referred  to  as  "Aspen  Cove,"  to  Cal-Bay
     International  ("Cal-Bay").  Aspen  Cove sold for approximately $2,600,000,
     adjusted  to  the  estimated  fair  value  of the Cal-Bay stock received in
     exchange  for partial payment as discussed later in this note. The sale was
     paid  for  with (1) restricted Preferred Series B stock of Cal-Bay, (2) the
     controlling  block  of  stock  (restricted preferred stock) in Polar WearZ,
     Inc.,  an  inactive no asset corporation trading on the pink sheets, valued
     at  $200,000,  (3)  mortgage  debt  assumption,  and  (4)  cash paid to the
     mortgage  holder catching up the past due mortgage payments. The Company is
     still  the  primary  obligor  on  the mortgage note. Mortgage payments were
     current  as  of  September  30, 2005. Because there was no distinction made
     between  the  sale  of the Aspen Cove property and operations (subsidiary),
     the  transaction  was  recognized  as  one  sale  and netted into one gain,
     effective  June  2, 2005. The operations of Aspen Cove Resort are reflected
     only  thru June 2, 2005, the date the Company ceased owning the operations.
     In July 2005. Cal-Bay included as part of the payment in exchange for Aspen
     Cove  approximately  800,000  free  trading shares of common stock in Polar
     WearZ,  Inc  (approximately  15%  of  the common stock) valued at $400,000.

     The valuation of Cal-Bay stock received from the sale of Aspen Cove and the
     Valley  Drive real estate, is for a guaranteed minimum sales price of $0.05
     per  share  upon  conversion  from preferred "B" non voting stock to voting
     common  stock.  The  preferred  stock  is  non-dilutable  and,  as  per the
     agreement,  upon  sale as common stock it is guaranteed to sell for no less
     than $0.05 per share, or additional shares will be issued to compensate for
     any shortage. The market value of the common stock of Cal-Bay International
     remains  relatively  stable over the past two years. Based on that history,
     and  that  the  stock  is non-dilutable and it has a minimum sales value of
     $1,600,000,  Management  has  assigned  the  32,000,000 shares of preferred
     stock  a  value  of $1,600,000 discounted by $348,501 to a present value of
     10%  per year for 3 years giving an estimated fair value of $1,251,499. The
     unrestricted  common  stock  received  in  the  third quarter 2005 in Polar
     WearZ,  Inc.  (assigned a value of $400,000) was not included in the second
     quarter  2005.  This  changes the recognized sales price from approximately
     $2,200,000  as  previously  recognized  in  the  second  quarter  2005  to
     $2,600,000.  The adjusted gain on this sale of approximately $1,276,000 has
     been recognized in the Statement of Operations as part of the "Gain on Sale
     of  property."


                                      F-9
<PAGE>
     In addition, during the second quarter 2005, the Company sold a residential
     property  in  Las  Vegas  for  approximately $250,000 to Cal-Bay. Under the
     terms  of  the  agreement the purchase payment is made up of (1) 3,200,000,
     later  adjusted to 2,800,000, shares of Cal-Bay International non-dilutable
     Preferred  "B"  stock,  guaranteed  value  at $0.05 per share, (2) and debt
     assumption  of  the underlying mortgage, and, (3) cash paid to the mortgage
     holder  catching  up the past due mortgage payments. The value of the stock
     is  $140,000 (previously recognized in the second quarter 2005 at $160,000)
     discounted  to  the present value at 10% per year for 3 years, computing to
     an  estimated  fair  value of $109,506 (previously recognized in the second
     quarter  2005  at  $125,150).  This changes the recognized sales price from
     approximately  $250,000  to  $235,365  instead of approximately $251,000 as
     previously recognized in the second quarter 2005. The loss on this sale has
     been  recognized  in the Statement of Operations as "Loss on Sale of Valley
     Dr  House"  of  $26,024,  previously  recognized  in  the second quarter as
     $10,380).

     On  September  30,  2005,  the Company closed on the sale of its Las Vegas,
     Nevada  property,  which  houses  its  warehouse and office facilities. The
     Company  is  purchasing  a  smaller  commercial  property. With the buyer's
     consent,  the  Company  is occupying the office/warehouse space used by the
     Company prior to the sale. The buyer had been allowed to utilize the unused
     warehouse  space prior to the sale. The Company has time to move to its new
     facility in exchange for having allowed the buyer to place its inventory in
     the  warehouse  beginning  three  months  prior to the closing of the sale.

     The  Las  Vegas,  Nevada office/warehouse property was sold for a gain that
     has  been  reported  as  part  of  the  "Gain  on  Sale of Property" on the
     statement  of  operations. At closing, which was on September 30, 2005, the
     Company  is  due  $609,275.  These  proceeds  were not received until after
     September  30,2005,  and are therefore recognized in the balance sheet as a
     current  asset  titled  "Due  from real estate sale closed on September 30,
     2005."


NOTE 7  -  REVERSE  STOCK  SPLIT:

     On  March  28,  2005,  the Company did a 500 for 1 reverse stock split. The
     financial  statements have reflected this reverse stock split retroactively
     to  inception.


NOTE 8  -  EMPLOYEE  STOCK  INCENTIVE  PLAN  ("ESIP"):

     Since 2003, the Company has filed with the Security and Exchange Commission
     ("SEC")  forms S-8 notifying of Employee Stock Incentive Plans ("ESIP") and
     its  increases  in  stock approved to issue under such plans. No additional
     increases  in  stock  have  been  submitted or approved to issue under such
     plans  since  August  2004.

     During  2004,  the  total number of shares approved to issue in these plans
     was  18,200,000,000  (18  billion,  200 million). Stock issued to employees
     through  the plan is not affected by reverse splits until after it has been
     sold.  The  remaining  unissued stock at any time remains unchanged despite
     what  happens  to  the stock once it is issued. i.e., stock reverse splits,
     dividends,  etc. As of September 30, 2005, the remaining shares approved to
     issue  under  the  ESIP  plans  are  5,101,150,000.

     During  January  1 through March 31, 2005, the Company issued 1,432,000,000
     shares out of the ESIP plan before stock splits. The number of shares after
     stock splits is recognized on the statement of stockholders equity. The net
     proceeds  to the Company from employee stock sales during the first quarter
     of  2005  are  approximately  $211,000.

     During  April 1 through June 30, 2005, the Company issued 24,000,000 shares
     out  of  the ESIP plan. The net proceeds to the Company from employee stock
     sales  during the second quarter of 2005 are approximately $31,000. Not all
     stock issued to employees under the ESIP plan during the second quarter had
     been  sold.


                                      F-10
<PAGE>
     During  July  1  through  September 30, 2005 no stock was issued out of the
     ESIP  plan.  The  22,750,000  unsold  shares that were issued in the second
     quarter  were  cancelled  in  September 2005. There are currently no shares
     issued  and  unsold  under  the  ESIP  plan.


NOTE 9  -  RECEIVABLE  ESIP  STOCK  PLAN:

     Stock  sales  through  the  Employee  Stock  Incentive  Plan (ESIP) sold at
     quarter  end  are  reported  as  a  receivable  rather than negative equity
     provided  they  are  received within 45 days after quarter end. Funds to be
     received from the ESIP Plan are reported as "Receivable ESIP Stock Plan" as
     a current asset in the amount of $0. There is no receivable on stock issued
     by  September 30, 2005, the sale proceeds of which would have been received
     by  the  Company  during  October  2005.


NOTE 10  -  NON-EMPLOYEE, DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN ("RSP"):

     The  Company continually seeks to improve its financial position by seeking
     investors  in exchange for equity in the Company. The value assigned to the
     stock  for  these  transactions  will vary based on the market value of the
     stock  or  services  performed  at  the  time,  whichever  is  more readily
     ascertainable.

     Since  2003,  the  Company  has  filed  with  the  Securities  and Exchange
     Commission  ("SEC")  forms  S-8  notifying  of  Non-Employee  Directors and
     Consultants  Retainer  Stock  Plans  ("RSP")  and  its  increases  in stock
     approved  to  issue under such plans. No additional increases in stock have
     been  submitted  or  approved  to issue under such plans since August 2004.

     During  2004,  the  total number of shares approved to issue in these plans
     were  8,500,000,000  (8 billion 500 million). The number of shares approved
     to  issue  through  the  plan  is not affected by reverse stock splits. The
     remaining unissued stock at any time remains unchanged despite what happens
     to the stock once it is issued. i.e., stock reverse splits, dividends, etc.
     As  of  September  30,  2005,  the total remaining shares approved to issue
     under  the  RSP plans are 1,193,000,000. During January 1 through March 31,
     2005, the Company issued 30,000,000 shares out of the RSP plan before stock
     splits.  The  number  of  shares  after  stock  splits is recognized on the
     statement  of  stockholders  equity.

     During April 1 through June 30, 2005, the Company issued 200,000,000 shares
     out  of  the  RSP  plan.

     During  July  1  through September 30, 2005, the Company issued 333,000,000
     shares  out  of  the  RSP  plan.


NOTE 11 - AUTHORIZATION OF SERIES "B" PREFERRED STOCK AND ISSUANCE OF RESTRICTED
     PREFERRED  "B"  STOCK  TO  CONSULTANTS:

     On  January 18, 2005, the Company authorized 100,000,000 shares of Series B
     Preferred  Stock  with  a  par value of 0.001 per share. Series B preferred
     stock  is  convertible  to  common  stock on a one for one basis and has no
     voting  rights.

     During  January  1  through  March  31, 2005, the Company issued 15,000,000
     restricted  shares  of Series B preferred stock to consultants for services
     rendered  with  an  assigned  value  of  $15,000.

     During  April  1  through  June  30,  2005, the Company issued no shares of
     Series  B  preferred  stock

     During  July  1 through September 30, 2005, the Company issued no shares of
     Series  B  preferred  stock


                                      F-11
<PAGE>
NOTE 12  -  RESTRICTED  STOCK  ISSUED  TO OFFICERS (RELATED PARTY TRANSACTIONS):

     During  January  1  through  March 31, 2005, the Company issued to officers
     7,000,000  shares  of  restricted  common  stock,  valued  at  $100.

     During  April  1  through  June  30,  2005,  the Company issued to officers
     16,000,000  shares  of  restricted  common  stock,  valued  at  $800.

     During  July  1  to  September  30,  2005,  the  Company issued to officers
     10,000,000 shares of restricted preferred stock valued at $10,000. A higher
     value  was  placed  on the stock issued during the third quarter due to the
     change  in  regulations  per  the  Sarbanes-Oxley  Act.


NOTE 13  -  NEPOTISM  DISCLOSURE  (RELATED  PARTY  TRANSACTIONS):

     During  the  First  Quarter  of  2005,  the daughter of the Chief Executive
     Officer  worked  as  Marketing  Representative (reassigned March 1, 2005 to
     non-managerial  responsibilities  and has since terminated employment). The
     son  of the Chief Operations Officer serves as Vice President of Operations
     with  additional responsibilities in Information Technology. Other children
     of the officers work part time for the Company in non-managerial positions.


NOTE 14  -  RECLASSIFICATION  AND  RESTATEMENTS:

     Selected items in the September 30, 2004 financial statements as previously
     reported  have  been  reclassified  and  restated to be consistent with the
     unaudited  financial  statements  as  of  September  30,  2005.

     The  Company  has  no  off-balance  sheet  arrangements.


NOTE 15 - PRODUCTS PENDING PRODUCTION RECLASSISFIED TO PREPAID ADVERTISING COSTS
     AND  PRODUCT  AWAITING  MARKETING:

     During  2004  and  before,  Company  acquired sizeable capital investments.
     Management,  in  an  effort to use wisely and prudently the funds received,
     looks  at  different  alternatives  in which to invest. Some of the funding
     goes  into  the  search and subsequent development of selected projects and
     products.

     The  types  of  costs  the  Company  incurs for product development include
     direct  costs  associated  with the search, evaluation and market study for
     the product development involved. These costs include: 1) outside services,
     2)  travel,  3)  testing  and  analysis,  and 4) other direct cost that may
     arise. In accounting for these costs, the Company charges to operations all
     preliminary  and  research  costs  as  well  as all costs stemming from all
     issuances  of  stock  for services. The Company only recognizes as an asset
     those direct costs associated with those projects the Company considers are
     beyond  research  and  that  the  Company  has concluded are viable for the
     future  benefit  of  the Company. The Company expenses all amounts paid for
     services  and  products  that are paid by stock, including the common stock
     that  is  issued  by  the  Company  under  its  Non-Employee, Directors and
     Consultants  Retainer  Stock  Plan  ("Plan").

     On  June  30, 2005, management reclassified $230,572 from "Products Pending
     Production"  to  "Prepaid  Advertising  Costs"  as  an "Other Asset" on the
     Balance  Sheet.  This  is  for an infomercial completed and ready to use in
     selected  geographic  areas.  Amortization of this prepaid advertising will
     begin  when  the advertising campaigns begin, expected to be sometime after
     September  30,  2005 and will be based over an estimated useful life yet to
     be  determined.  Management is of the opinion that the estimated fair value
     of  prepaid  advertising  exceeds the cost recognized on the Balance Sheet.
     Management  will  evaluate  the  estimated  fair value at December 31, 2005
     (year  end)  for  impairment.


                                      F-12
<PAGE>
     The  remaining  $187,650  left  in  "Products  Pending Production" has been
     reclassified  to  "Product Awaiting Marketing" as an "Other Asset." This is
     the  first  product  within  the  Pete  Rose line. It is now completed with
     product  on hand and it is awaiting dissemination pending negotiations with
     third parties as to how it will be marketed. The Company does not recognize
     products  as inventory, or as a current asset, until the marketing approach
     is established. The Company originally had a marketing approach worked out,
     but  has  since  stopped  the route originally selected to reconsider other
     marketing  approaches. Management is of the opinion that the estimated fair
     value  of  product  awaiting  marketing  exceeds the cost recognized on the
     Balance  Sheet.  Management  will  evaluate  the  estimated  fair  value at
     December  31,  2005  (year  end)  for  impairment.


NOTE 16  - CONSIDERATIONS AFFECTING THE COMPANY'S ABILITY TO CONTINUE AS A GOING
     CONCERN:

     There  have  been significant recurring losses and negative cash flows from
     operations,  which  have  resulted  in a working capital deficiency. In the
     event  the  Company  is  unable  to raise additional operating capital, the
     aforementioned  conditions  raise  substantial  doubt  about  the Company's
     ability  to  continue  as  a going concern. The financial statements do not
     include  any  adjustments  that  might  result  from the occurrence of such
     conditions,  and have been prepared assuming that the Company will continue
     as  a  going  concern.

     The  Company  has reassessed its operating commitments and continues taking
     steps  to  assure  that  it  focus  on its core business going forward. The
     Company  continues  seeking  means  and  ways  to  raise  funds and to make
     operations  profitable.  Management  is  of the opinion that the Company is
     taking adequate measures to assure itself that it has the ability to remain
     a  going  concern.


NOTE 17  -  COMMITMENTS  AND  CONTINGENCIES:

     COMMITMENTS:
     -----------

     On  or  about  November 27, 2003 the Company entered into an arrangement to
     invest  in  the  development  and  marketing  of  a  cosmetic line owned by
     Francois  Vautour.  The  products  of  Francois  Vautour  were  previously
     successfully  marketed  in  various parts of the world. To acquire the full
     rights,  exclusive  of  Romania,  the  cosmetic  line required a $4,000,000
     commitment  plus  the  costs  of  marketing.

     Although  the  Company  desired  to acquire the rights and ownership of the
     line, it was greater than the Company felt was prudent for it to do. So, to
     put  a  stop  loss  feature  in  the  agreement the two key officers of the
     Company,  Rick  Bailey,  CEO  and  Flo  Ternes,  COO,  formed  The  Chelsea
     Collection,  LLC  ("LLC"),  an  entity  to provide the spring board for the
     Company  to acquire the rights and to minimize the Company's risk. This was
     agreeable  with  Francois  Vautour  and  LLC. Refer to Note above "Products
     Pending  Production  Reclassed  to  Prepaid  Advertising  Costs and Product
     Awaiting  Marketing".

     On  a  separate  matter,  dealing  with  a marketing consultant the Company
     signed  in  August  of 2003 a consulting agreement committing to a ten-year
     contract  to  provide  training  for the company distributors. Compensation
     will be based on the ability of the consultant to sign up new distributors.
     Management  believes  it  will  be  a  self-funding  and revenue generating
     program.

     CONTINGENT  LIABILITIES:
     -----------------------

     The  Company  has  no  errors  or  omissions  insurance  for  Directors and
     Officers.


                                      F-13
<PAGE>
     In  the  normal  course  of  business  the  Company experienced a change in
     position  by  the  Bureaus  of  Consumer  Protection of Nevada and Maryland
     dealing  with a now discontinued product the Company previously sold to the
     public. Negotiations are still in process, the proposed penalties and costs
     associated with this matter could range from $0 to $220,000. No enforcement
     action  has  been  filed  against  the  Company  to  date.

     Presently  a  creditor of the Company, Allergy Research group / Nutricology
     filed  in  the District Court of Clark County, Nevada an action against the
     Company  on  an  unpaid  open  account  for goods and merchandise, Case No.
     A-487334,  in  the  amount  of  $168,000.  The  Company contests the amount
     claimed  and  has  made  payment  toward  the  uncontested  amount  while
     negotiations  with  the  plaintiff  continue.  The  litigation  is  in  the
     discovery  phase  with  no trial date set at this time. Management believes
     the  exposure on this claim ranges between $50,000 and $80,000, less future
     payments.

     The  Company has recognized $90,000 in the financial statements, as part of
     the  "accounts  payable"  in  the liabilities of the balance sheet to cover
     these  contingencies.

     OTHER:
     ------

     The  Company  originally  acquired  TRSG  Corporation  ("TRSG"),  effective
     January 11, 2001, by passing all of its assets and selected debt to TRSG in
     exchange  for  approximately  78%  of the stock ownership of TRSG. When the
     Company  later  sold  its  approximately  76%  interest  in TRSG, effective
     December  31, 2002, it received $15,000 for the stock. It also acquired all
     of  the  assets  of  TRSG, its operations, and selected debt from TRSG. The
     disposal  of  TRSG  December  31,  2002  effectively  brought back into the
     Company  what  it had before it acquired TRSG in the first place, effective
     January 11, 2001. These transactions, both the original acquisition as well
     as  the  subsequent  disposal,  are  reported  under the purchase method of
     accounting,  with  reported  costs recognized as it was in the hands of the
     predecessor. Under the terms of the agreement, TRSG chooses which creditors
     it  continues to owe for $200,000 in debt, and all others are passed to the
     Company.  The  creditors  of TRSG have not agreed upon this agreement. TRSG
     has  ongoing  legal  matters  that  may  or  may not implicate the Company.
     Management  is  unable to estimate the possible loss exposure, but believes
     the  ultimate  outcome  to  be minimal for the Company because the debts of
     TRSG  paid  by  the  Company  are  debts  of  TRSG  and  not  the  Company.

     In  addition,  complaints  filed  by  the  Security and Exchange Commission
     against Suburban Capital also names the Company and its CEO is not settled.
     At  this  juncture,  legal  counsel  is unable to predict what the possible
     outcome  of  these  matters  will  be.

     The  Company  has  unidentified  liabilities  of  $399,500  reported on the
     balance sheet under current liabilities titled "Set aside for prior amounts
     due  and  payable."  These are a portion of liabilities recognized in prior
     years'  financial  statements,  reduced  from  $1,682,886 to $400,000 as of
     December  31, 2004. The Company has been unsure and unable to identify what
     they  represent.  Some go back as much as ten years ago. Some may represent
     debts  recorded  in  prior mergers and acquisitions that the Company is not
     responsible  to  pay.  Others  may have come about by erroneously recording
     liabilities  that  were  already paid. Others may be duplicated liabilities
     that  did  not  belong  as  debt  in  the  first  place.

     As  of  September 30, 2005, Management continues negotiations, initiated in
     2003,  with  the  Internal  Revenue  Service ("IRS") to settle back payroll
     taxes  due  and  anticipates  a  settlement  by  the-end  of  2005.

     The  Company  has  not recognized any contingent liability for these items.


NOTE 18  -  SUBSEQUENT  EVENTS:

     The  SEC  has  requested  the  company respond to questions they had raised
     regarding the filing of the Company's 10-KSB as of December 31, 2004 due to
     changes in filing requirements. Management responded to these questions and
     also  filed  an  Amended  10-KSB  ("10-KSB/A").  The  10-KSB/A expanded the
     explanations  and


                                      F-14
<PAGE>
     disclosures  to the financial statements. Subsequent to filing the 10-KSB/A
     2004,  the  SEC  raised additional questions seeking further clarification.
     Management  is presently preparing responses to these additional questions,
     and  regards these questions as ones seeking clarification. Management does
     not  anticipate  any  further  changes  to  the  prior reported statements.

     On  September  30,  2005,  the Company closed on the sale of its Las Vegas,
     Nevada  property,  which  houses  its  warehouse and office facilities. The
     Company  has  purchased  a  smaller  commercial  property  that  is  under
     construction.  Under  the  terms  of  the  sale of the warehouse and office
     facilities the Company continues occupying and using part of the facilities
     recently  sold.  The  Company  anticipates  moving  into its new facilities
     during  the  first  quarter  of  2006.

     During October 2005, the Company put $50,000 into escrow on the purchase of
     a new facility in Las Vegas, Nevada, with an additional $50,000 to put into
     escrow  during the middle of November 2005. The new facility is being built
     and  should  be  ready  for  occupation  in  the  first  quarter  of  2006.

     When  the  Company sold its Las Vegas, Nevada office/warehouse on September
     30,  2005,  the  Company  was due $609,275 at closing. The Company received
     these  proceeds  during  October  2005.


                                      F-15
<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 the
Company's  filings  with  the  Securities  and  Exchange  Commission.

     There  are  several  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, the Company's ability to obtain additional financing
from  outside  investors  and/or  bank  and  mezzanine lenders and the Company's
ability  to  generate sufficient revenues to cover operating losses and position
the  Company  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.  The
Company believes the information contained in this Form 10-QSB to be accurate as
of  the  date  hereof.  Changes may occur after that date.  The Company will not
update  that  information  except as required by law in the normal course of its
public  disclosure  practices.

     Additionally,  the  following  discussion regarding the Company's 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 the
Company's  Form  10-KSB/A  for  the  fiscal  year  ended,  2  December 31, 2004.

MANAGEMENT'S PLAN OF OPERATIONS

GENERAL

     The  Company  was originally incorporated in the State of Nevada on May 26,
1993.  The  Company  markets and distributes different nutritional and/or health
and  skin  care  products.  The products which the Company sells are intended to
provide  nutritional supplementation to the users; the products are not intended
to  diagnose,  treat,  cure  or  prevent  any  disease.

CURRENT BUSINESS PLAN

     The  Company's  current  purpose  is  to  seek,  investigate  and,  if such
investigation  warrants, acquire an interest in business opportunities presented
to  the  Company  by  persons or firms who or which desire to seek the perceived
advantages  of  a corporation  which is registered under the Securities Exchange
Act  of  1934,  as  amended.  The  Company  does  not restrict its search to any
specific  business;  industry  or geographical location and may participate in a
business  venture  of  virtually  any  kind  or  nature.

     The  Company  may  seek  a  business  opportunity  with entities which have
recently  commenced  operations, or which wish to utilize the public marketplace
in  order  to  raise  additional capital in order to expand into new products or
markets,  to  develop  a new product or service or for other corporate purposes.
The  Company  may  acquire  assets  and  establish  wholly owned subsidiaries in
various  businesses  or  acquire  existing  businesses  as  subsidiaries.

     As  part of the Company's investigation of potential merger candidates, the
Company's  officers  and  directors will meet personally with management and key
personnel,  may  visit  and  inspect  material  facilities,  obtain  independent
analysis  or  verification  of certain information provided, check references of
management  and  key personnel and take other reasonable investigative measures,
to  the  extent  of  the Company's financial resources and management expertise.
The  manner  in  which the Company participates in an opportunity will depend on
the  nature  of the opportunity, the respective needs and desires of the Company
and  other  parties,  the  management of the opportunity, the Company's relative
negotiation  strength  and  that  of  the  other  management.


                                        2
<PAGE>
     The  Company  intends to concentrate on identifying preliminary prospective
business  opportunities  that  may be brought to the Company's attention through
present  associations  of  its  officers  and directors, or by stockholders.  In
analyzing  prospective  business  opportunities,  the Company will consider such
matters  as the available technical, financial and managerial resources; working
capital  and  other  financial  requirements;  history  of  operations,  if any;
prospects  for  the  future;  nature  of  present  and expected competition; the
quality  and  experience  of  management services which may be available and the
depth  of  that  management;  the potential for further research, development or
exploration;  specific  risk  factors  not now foreseeable but which then may be
anticipated  to  impact  the  Company's  proposed  activities; the potential for
growth  or expansion; the potential for profit; the perceived public recognition
or  acceptance  of  products, services or trades; name identification; and other
relevant  factors.

     The  Company's  officers and directors will meet personally with management
and key personnel of the business opportunity as part of the investigation.  The
Company  will  not acquire or merge with any company for which audited financial
statements  cannot  be obtained within a reasonable period of time after closing
of  the  proposed  transaction,  as  required  by  the  Exchange  Act.

     The Company will not restrict its search to any specific kind of firms, but
may acquire a venture which is in its preliminary or development stage, which is
already  in  operation,  or  which  is in essentially any stage of its corporate
life.  It  is  impossible  to predict at this time the status of any business in
which  the  Company  may  become engaged, in that such business may need to seek
additional  capital,  may  desire to have its shares publicly traded or may seek
other  perceived  advantages  which  the  Company  may  offer.

RESULTS OF OPERATIONS

CONTINUING OPERATIONS

THIRD QUARTER COSTS AND CHANGES IN FINANCIAL CONDITIONS

     The  balance  of  current  assets  at  December  31, 2004 was approximately
$806,000  compared to a balance of $1,104,000 at September 30, 2005, an increase
of  $298,000.  The  balance of current liabilities was $2,954,000 and $3,253,000
respectively,  for  the  same  periods,  an  increase of $299,000. The resulting
current ratio at December 31, 2004 was 0.27 to 1. The current ratio at September
30,  2005 is .34 to 1. The current ratio indicates that the Company's ability to
pay  the  Company's  obligations  has  improved  since  December  31,  2004.

REVENUE AND OPERATING EXPENSES

THREE  MONTHS  ENDED  SEPTEMBER  30,  2005  COMPARED  TO  THE THREE MONTHS ENDED
--------------------------------------------------------------------------------
SEPTEMBER  30,  2004.
--------------------

     Total  net  sales and revenues were at approximately $188,000 for the three
months ended September 30, 2005 compared to $316,000 for the prior period a year
earlier,  a  decrease  of  60  percent.  This  is  due  to the inactivity of the
subsidiary  Grandma  Hammans Specialty Foods which has ceased operations and the
recognition of QDS sales in 2004, while only recognizing QDS as an investment in
2005.  Aspen  Cove  Resorts, Inc was sold on June 2, 2005, resulting in no sales
recorded  for  the  3rd  quarter  2005. Although sales of the core business, The
Right  Solution  Gateway,  have  increased  during  the  three  month  period.

     The  Company's  gross  profit for the three months ended September 30, 2005
compared  to  2004  decreased  to  $154,000  from  $178,000.  Gross  profit as a
percentage  of  sales  increased  to 82 percent in 2005 from 56 percent in 2004.
This is primarily due to the low to no mark up of the products sold in the prior
year  by the subsidiary Grandma Hammans Specialty Foods, which ceased operations
the  end  of  December  31, 2004. QDS also had a low markup on sales recorded in
2004.

     Total operating expenses (selling, general and administrative expenses) for
the three months ended September 30, 2005 compared to 2004 decreased by $536,000
to  $1,001,000 from $1,537,000 in the prior period. This came about primarily in
the  reduction  of  professional  fees  and  product  development efforts of the
Company  during  the  period.

     Loss  from operations for the three months ended June 30, 2005 decreased to
a loss of $847,000 from a loss of $1,359,000 compared to the same period 2004, a
decrease  of  $512,000.  Even  though  the  Company  has  succeeded  in


                                        3
<PAGE>
reducing  the  Company's  operating  losses  considerably from that of the prior
year,  the  Company  is  still unable to garner an operating profit. Sales still
remain  insufficient  to  cover  the  Company's  operating  needs.

     Net  interest  expense  for  the  three months ended September 30, 2005 was
$81,000  as  compared  to  the  same  period  in  2004  of  $50,000, up $31,000.

     Net  loss  decreased  $1,408,000  from a loss of $1,287,000 to an income of
$121,000  for  the  three months ended September 30, 2004 and 2005 respectively.
This  came about primarily from the reduction of professional services and fees,
decrease  in  product  development efforts, and a $1,014,000 gain on the sale of
properties  during  the  most  recent  three  months.

NINEMONTHS ENDED SEPTEMBER  30, 2005 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
--------------------------------------------------------------------------------
30,  2004.
----------

     Total  net  sales  and revenues were at approximately $580,000 for the nine
months  ended  September  30,  2004 compared to $815,000 for the prior period, a
decrease  of  29  percent.  This  is  due  primarily  to  the  inactivity of the
subsidiary  Grandma  Hammans Specialty Foods which has ceased operations and the
recognition  of  QDS sales in 2004, while only recognizing the investment in QDS
in 2005. Aspen Cove Resorts, Inc was sold on June 2, 2005, resulting in no sales
recorded  for  the  3rd  quarter  2005. Although sales of the core business, The
Right  Solution  Gateway,  have  increased  during  the  nine  month  period.

     The  Company's  gross  profit  for the nine months ended September 30, 2005
compared  to  2004  decreased  to  $458,000  from  $587,000.  Gross  profit as a
percentage  of  sales  increased  to 79 percent in 2005 from 72 percent in 2004.
This is primarily due to the low to no mark up of the products sold in the prior
year  by the subsidiary Grandma Hammans Specialty Foods, which ceased operations
as  of  December  31, 2004. QDS also had a low markup on sales recorded in 2004.

     Total  operating  expenses  for  the  nine  months ended September 30, 2005
compared  to  2004  decreased by $5,701,000 to $2,067,000 from $7,768,000 in the
prior  period.  This  came about primarily in the reduction of professional fees
and  product  development  efforts  of  the  Company  during  the  period.

     Loss from operations for the nine months ended September 30, 2005 decreased
to  a  loss  of $1,609,000 from a loss of $7,180,000 compared to the same period
2004,  a  decrease  of  $5,571,000.  Even  though  the  Company has succeeded in
reducing  the  Company's  operating  losses  considerably from that of the prior
year,  the  Company is still unable to garner an operating profit.  Sales remain
insufficient  to  cover  the  Company's  operating  needs.

     Net  interest  expense  for  the  nine  months ended September 30, 2005 was
$192,000  as  compared  to  the same period  in 2004 of $180,000, an increase of
$12,000.

     Net  loss  decreased  $7,075,000  from  a  loss  of $7,234,000 to a loss of
$159,000  for  the  nine months ended  September 30, 2004 and 2005 respectively.
This  came about primarily from the reduction of professional services and fees,
decrease in product development efforts, and $1,704,000 in gains on the sales of
properties  during  the  most  recent  nine  months.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

     As  of  September 30, 2005, the Company had a deficiency in working capital
of  $2,149,000.

     Net  cash  used  for  the  first  nine  months operating activities came to
approximately  $759,000,  down  $3,269,000  from  this  period  last  year  of
$4,028,000.

     Cash  provided  from  investing  activities during the first nine months of
this  year  netted  $2,075,000,  of which approximately $1,949,000 came from the
proceeds  of  disposals  of  property  and  equipment.

     During  the  first  nine  months  2005,  the Company's financing activities
provided  the  Company with $337,000 from stock sales, whereas, the Company paid
off  $1,652,000  in  term  debt.


                                        4
<PAGE>
CRITICAL ACCOUNTING POLICIES

     The  preparation  of  the  Company's  consolidated  financial statements in
conformity  with  accounting  principles generally accepted in the United States
requires  the  Company to make estimates and judgments that affect the Company's
reported  assets,  liabilities,  revenues,  and  expenses, and the disclosure of
contingent assets and liabilities. The Company bases its estimates and judgments
on  historical  experience  and  on  various  other  assumptions  believed to be
reasonable  under the circumstances. Future events, however, may differ markedly
from  current  expectations  and  assumptions.  While  there  are  a  number  of
significant accounting policies affecting the consolidated financial statements,
the  Company believes the following critical accounting policy involves the most
complex,  difficult  and  subjective  estimates  and  judgments.

STOCK-BASED COMPENSATION

     In December 2002, the FASB issued SFAS No. 148 - Accounting for Stock-Based
Compensation  -  Transition and Disclosure. This statement amends SFAS No. 123 -
Accounting  for  Stock-Based  Compensation,  providing  alternative  methods  of
voluntarily  transitioning  to  the fair market value based method of accounting
for  stock  based employee compensation. FAS 148 also requires disclosure of the
method  used  to account for stock-based employee compensation and the effect of
the  method  in both the annual and interim financial statements. The provisions
of  this  statement related to transition methods are effective for fiscal years
ending  after  December  15,  2002,  while  provisions  related  to  disclosure
requirements  are  effective  in financial reports for interim periods beginning
after  December  31,  2002.

     The  Company  elected  to  continue to account for stock-based compensation
plans using the intrinsic value-based method of accounting prescribed by APB No.
25,  "Accounting  for  Stock  Issued to Employees," and related interpretations.
Under  the  provisions  of  APB  No. 25, compensation expense is measured at the
grant  date  for  the  difference  between  the  fair value of the stock and the
exercise  price.

RECENT ACCOUNTING PRONOUNCEMENTS

     In  November  2004,  the Financial Accounting Standards Board (FASB) issued
SFAS  151,  Inventory  Costs-  an  amendment  of  ARB  No.  43, Chapter 4.  This
Statement  amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to
clarify  the  accounting for abnormal amounts of idle facility expense, freight,
handling  costs, and wasted material (spoilage).  Paragraph 5 of ARB 43, Chapter
4, previously stated that "under some circumstances, items such as idle facility
expense,  excessive  spoilage,  double  freight,  and rehandling costs may be so
abnormal  as  to  require  treatment as current period charges."  This Statement
requires  that those items be recognized as current-period charges regardless of
whether  they  meet the criterion of "so abnormal."  In addition, this Statement
requires  that  allocation  of  fixed  production  overheads  to  the  costs  of
conversion  be  based  on the normal capacity of the production facilities. This
Statement  is  effective  for  inventory  costs  incurred  during  fiscal  years
beginning after June 15, 2005.  Management does not believe the adoption of this
Statement  will  have  any  immediate  material  impact  on  the  Company.

     In  December 2004, the FASB issued SFAS No.152, "Accounting for Real Estate
Time-Sharing  Transactions-an amendment of FASB Statements No. 66 and 67" ("SFAS
152)  The  amendments made by Statement 152 This Statement amends FASB Statement
No.  66,  Accounting  for  Sales  of  Real  Estate,  to  reference the financial
accounting and reporting guidance for real estate time-sharing transactions that
is  provided  in  AICPA  Statement  of  Position (SOP) 04-2, Accounting for Real
Estate  Time-Sharing Transactions. This Statement also amends FASB Statement No.
67,  Accounting for Costs and Initial Rental Operations of Real Estate Projects,
to  state that the guidance for (a) incidental operations and (b) costs incurred
to  sell  real  estate  projects  does  not  apply  to  real estate time-sharing
transactions.  The  accounting  for those operations and costs is subject to the
guidance  in  SOP 04-2. This Statement is effective for financial statements for
fiscal years beginning after June 15, 2005. with earlier application encouraged.
The  Company  does  not anticipate that the implementation of this standard will
have  a material impact on its financial position, results of operations or cash
flows.

     On  December  16,  2004,  the Financial Accounting Standards Board ("FASB")
published  Statement  of  Financial Accounting Standards No. 123 (Revised 2004),
Share-Based  Payment  ("SFAS  123R").  SFAS 123R requires that compensation cost
related  to  share-based  payment  transactions  be  recognized in the financial
statements.  Share-based  payment  transactions  within  the  scope of SFAS 123R
include  stock  options, restricted stock plans, performance-based awards, stock
appreciation  rights, and employee share purchase plans.  The provisions of SFAS
123R  are


                                        5
<PAGE>
effective  as  of  the  first  interim  period  that begins after June 15, 2005.
Accordingly,  the  Company  has  implemented  the  revised standard in the third
quarter of fiscal year 2005. Up to June 30, 2005,  the Company accounted for its
share-based  payment transactions under the provisions of APB 25, which does not
necessarily  require  the  recognition  of  compensation  cost  in the financial
statements.  Management  has implemented FASB 123 (revised 2004)  which requires
the recognition of nonmonetary compensation costs related to share-based payment
transactions be recognized at their fair values, effective for the quarter ended
September  30,  2005.

     On  December  16,  2004,  FASB  issued  Statement  of  Financial Accounting
Standards  No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion
No.  29,  Accounting  for Nonmonetary Transactions ("SFAS 153").  This statement
amends  APB  Opinion  29 to eliminate the exception for nonmonetary exchanges of
similar productive assets and replaces it with a general exception for exchanges
of nonmonetary assets that do not have commercial substance.  Under SFAS 153, if
a nonmonetary exchange of similar productive assets meets a commercial-substance
criterion  and fair value is determinable, the transaction must be accounted for
at  fair  value  resulting  in  recognition  of  any  gain or loss.  SFAS 153 is
effective  for  nonmonetary transactions in fiscal periods that begin after June
15,  2005.  The  Company  does  not  anticipate  that the implementation of this
standard  will  have  a  material  impact  on its financial position, results of
operations  or  cash  flows.

OFF-BALANCE SHEET ARRANGEMENTS

     The  Company  does  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 the Company
in  the  reports  that  the  Company  files or submits 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 the Company in
the  reports  that  the Company files under the Exchange Act are accumulated and
communicated  to the Company's management, including its 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, the Company conducted an evaluation,
under  the  supervision  and  with  the  participation  of  the  Company's chief
executive  officer  and  chief  financial  officer,  of the Company's disclosure
controls  and  procedures  (as  defined in Rules 13a-15(e) of the Exchange Act).
Based  on  this  evaluation,  the  Company's  chief  executive officer and chief
financial  officer  concluded  that  the  Company's  disclosure  controls  and
procedures  are effective to ensure that information required to be disclosed by
the  Company in reports that the Company files or submits under the Exchange Act
are  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  the  Company's  internal  controls,  which  are  included  within disclosure
controls  and  procedures,  during  the Company's most recently completed fiscal
quarter  that  has  materially  affected,  or is reasonably likely to materially
affect,  the  Company's  internal  controls.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL  PROCEEDINGS.

     Reference is made to Item 3 of the Company's Annual Report on Form 10-KSB/A
for  the  fiscal year ended December 31, 2004, filed with the Commission on July
26,  2005.

ITEM 2.  UNREGISTERED  SALES  OF  EQUITY  SECURITIES  AND  USE  OF  PROCEEDS.

     None.

ITEM 3.  DEFAULTS  UPON  SENIOR  SECURITIES

     None.


                                        6
<PAGE>
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
-----------  --------------------------------------------------------------------------------------------------------
<C>          <S>
    31.1*    Certification of Richard A. Bailey, Chief Financial Officer and 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.
    32.1*    Certification of Richard A. Bailey, Chief Financial Officer and 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.
</TABLE>

__________
*     Filed  Herewith.

   (b)   Reports on Form 8-K.

     None.


                                   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 November 18, 2005.

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


                                        7
<PAGE>