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, 2004.

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

     For the transition period from _______ to ________

                        COMMISSION FILE NUMBER: 000-27879

                           GATEWAY DISTRIBUTORS, LTD.
                 (Name of small business issuer in its charter)

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

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

                                 (702) 938-9316
                          (Issuer's telephone number)

     Check  whether  the  issuer  (1)  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period  that the registrant was required to file such reports), and (2)
has  been  subject  to such filing requirements for the past 90 days. Yes [X] No
[_]

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as of the latest practicable date: As of November 10, 2004, the
issuer  had  562,326,505  shares of its common stock issued  and  outstanding.

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


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


<S>                                                                      <C>
PART I - FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . .   3
    Item 2.  Management's Discussion and Analysis or Plan of Operation.  10
    Item 3.  Controls and Procedures. . . . . . . . . . . . . . . . . .  11
PART II - OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . .  12
    Item  1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . .  12
    Item  2.  Changes in Securities . . . . . . . . . . . . . . . . . .  12
    Item  3.  Defaults Upon Senior Securities . . . . . . . . . . . . .  12
    Item  4.  Submission of Matters to a Vote of Security Holders . . .  12
    Item  5.  Other Information . . . . . . . . . . . . . . . . . . . .  12
    Item  6.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . .  12
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002  14
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002  15
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002  16
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002  17
</TABLE>


                                        1
<PAGE>
                         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 ended September 30,
2004, 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-12 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 years ended December 31, 2003 and
December  31,  2002.  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, 2004
are  not  necessarily  indicative  of  results that may be expected for the year
ended  December  31, 2004. The financial statements are presented on the accrual
basis.


                      [THIS SPACE LEFT BLANK INTENTIONALLY]


<PAGE>
<TABLE>
<CAPTION>
                   GATEWAY DISTRIBUTORS, LTD. AND SUBSIDIARIES


                                  - CONTENTS -



                                                                     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)
ASSETS                                                  September 30,
                                                            2004
<S>                                                    <C>
CURRENT ASSETS:
    Cash and cash equivalents                          $      184,249
    Accounts Receivable                                        35,171
    Receivable from Stock Sales                                43,957
    Inventories                                               470,664
    Property Held for Short Term Investment                   521,860
    Prepaids                                                    1,000
                                                       ---------------
                                  Total Current Assets $    1,256,901
                                                       ---------------

PROPERTY & EQUIPMENT
    Property and Equipment, at cost                         4,257,417
    (Less) accumulated depreciation and amortization         (129,247)
                                                       ---------------
                            Total Property & Equipment $    4,128,170
                                                       ---------------

MINORITY INTEREST IN SUBSIDIARY                                66,957
                                                       ---------------

OTHER ASSETS
    Product Development Awaiting Production                   406,222
    Goodwill, Trademarks & Formulas                           726,969
    Website                                                    25,000
    Stock Investment - Third Party                             25,000
    Other Assets                                               63,090
                                                       ---------------
                                    Total Other Assets $    1,246,281

Total Assets                                           $    6,698,309
                                                       ===============
</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)
LIABILITIES                                     September 30,
                                                     2004
<S>                                             <C>
CURRENT LIABILITIES:
Current maturities of long-term debt                1,492,379
Accounts payable:
  Trade                                               357,429
  Commissions                                         714,971
Accrued expenses:
  Payroll and employee benefits                       142,897
  Payroll taxes                                       150,356
  Interest                                          1,218,744
  Other                                                40,353
                                                --------------
Total current liabilities                           4,117,129
                                                --------------

LONG-TERM DEBT                                      2,708,170

                                                --------------
Total Liabilities                                   6,825,299
                                                --------------

STOCKHOLDERS' EQUITY (DEFICIENCY):
Preferred stock - $.001 par value
  Authorized - 200,000,000 shares
      Series A Preferred
        Authorized - 200,000 shares
        4,996,125 issued and outstanding                4,996
      No Series Designated Preferred
        Authorized - 199,800,000 shares
        Issued and outstanding - none
Common stock, - $.001 par value
  Authorized - 25,000,000 shares
  Issued and outstanding - 24,326,505                  24,327
  Additional paid-in capital                       18,547,446
  Accumulated (deficit)                           (18,703,759)

                                                --------------
Net Equity (Deficiency)                              (126,990)
                                                --------------

Total Liabilities & Equity (Deficiency)             6,698,309
                                                ==============
</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)

                                                                 3 Months         3 Months         9 Months         9 Months
                                                                   Ended            Ended            Ended            Ended
                                                               September 30,    September 30,    September 30,    September 30,
                                                                   2004             2003             2004             2003
                                                              ---------------  ---------------  ---------------  ---------------
<S>                                                           <C>              <C>              <C>              <C>

SALES                                                         $      315,830   $      263,552   $      815,338   $      851,599

COST OF SALES                                                        137,795           67,710          227,935          192,496
                                                              ---------------  ---------------  ---------------  ---------------

GROSS PROFIT                                                         178,035          195,842          587,403          659,103
                                                              ---------------  ---------------  ---------------  ---------------

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
    Depreciation Expense                                               6,263            6,784           23,000           20,352
    Professional Services Not Classified Elsewhere                   385,454          144,164        1,579,402          406,303
    Development of Jeunesse by Francois Product Line                 153,535                0          474,535                0
    Product Development                                              594,180                0        3,893,843
    All Other Selling, General and Administrative                    397,980          429,250        1,796,801          895,623
                                                              ---------------  ---------------  ---------------  ---------------

TOTAL SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES                                                           1,537,412          580,198        7,767,581        1,322,278
                                                              ---------------  ---------------  ---------------  ---------------

OTHER INCOME (EXPENSE):
    Loss on Sale of Assets                                                 0                0           (1,774)               0
    Additional Loss Incurred on 12-31-01 Sale of Subsidiary                0                0          (40,000)               0
    Interest Expense                                                 (50,376)         (46,140)        (179,965)        (133,395)
    Other Income                                                      55,593              777          101,116            2,980

TOTAL OTHER INCOME (EXPENSE):                                          5,217          (45,363)        (120,623)        (130,415)


NET INCOME (LOSS) BEFORE MINORITY INTEREST                        (1,354,160)        (429,719)      (7,300,801)        (793,590)

MINORITY INTEREST                                                     66,957                0           66,957                0
                                                              ---------------  ---------------  ---------------  ---------------

NET INCOME (LOSS) BEFORE PROVISION FOR INCOME
TAX                                                               (1,287,203)        (429,719)      (7,233,844)        (793,590)

PROVISION FOR INCOME TAX                                                   0                0                0                0
                                                              ---------------  ---------------  ---------------  ---------------
NET INCOME (LOSS)                                                ($1,287,203)       ($429,719)     ($7,233,844)       ($793,590)
                                                              ===============  ===============  ===============  ===============

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE                           ($0.22)    ($429,719.00)          ($3.63)    ($793,590.00)
                                                              ---------------  ---------------  ---------------  ---------------

BASIC & DILUTED WEIGHTED AVERAGE SHARES OF                             5,932                1            1,994                1
                                                              ===============  ===============  ===============  ===============
COMMON STOCK (000 OMITTED)
</TABLE>

                      See Notes to the Financial Statements


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                                           GATEWAY DISTRIBUTORS, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
FOR THE PERIODS ENDED
SEPTEMBER 30, 2004 (UNAUDITED) DECEMBER 31, 2003 AND 2002 (AUDITED)


                                                                                          Paid In
                                           Preferred Stock       Common Stock              Excess       Retained      Net Equity
                                           Par Value $0.001      Par Value $0.001          of Par       Earnings     (Deficiency)
                                            Shares     Amount      Shares     Amount                    (Deficit)
                                           ---------  ---------  ----------  ---------  ------------  -------------  ------------
<S>                                        <C>        <C>        <C>         <C>        <C>           <C>            <C>
BALANCE - December 31, 2002                      125  $       1           1  $       0  $ 4,521,592    ($9,754,654)  ($5,233,061)
                                           =========  =========  ==========  =========  ============  =============  ============

Adjustment - Rounding Prior Stock Splits                                  0          0            0                            0
Stock for Services - Preferred Stock         726,000        725                              71,875                       72,600
Stock for Services - Restricted Stock                                    62          0        5,600                        5,600
Stock for Services - Unrestricted
Stock                                                                    11          0      473,888                      473,888
Cash                                                                    614          1    1,888,506                    1,888,507
Debt - Accounts Payable                                                   0          0        2,022                        2,022
Debt - Note Payable - Suburban                                            0          0      273,781                      273,781
Renegotiation Acquisition Grandma
   Hammans acquired 2002                                                  0          0            0                            0
Note Payable - Suburban Paid Off
   Via Stock Sold In 2002 By
Suburban                                                                  0
   At a Value Greater In 2003 Than
   Was Estimated In 2002                                                  0          0      500,000                      500,000

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

                                           ---------  ---------  ----------  ---------  ------------  -------------  ------------
BALANCE - December 31, 2003                  726,125        726         688          1    7,737,264    (11,478,117)   (3,740,126)

Stock for Services - Restricted Stock        270,000        270                              26,730                       27,000
Stock for Services - Restricted Stock                                 3,889          4      349,996                      350,000
Stock for Services - Unrestricted
Stock                                                                 1,359          1    2,310,486                    2,310,487
Stock for Cash                                                        2,254          2    2,570,356                    2,570,358

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

                                           ---------  ---------  ----------  ---------  ------------  -------------  ------------
BALANCE - March 31, 2004                     996,125        996       8,190          8   12,994,832    (14,985,729)   (1,989,893)

Assigned Value of Restricted Stock
     Preferred Stock $270 not $27,000                                                       (26,730)                     (26,730)
     Common Stock $3,500, not
350,000                                                                                   (346,500)                    (346,500)

Reduction of Loss for the period
     Preferred Stock for Services                                                                           26,730        26,730
     Common Stock for Services                                                                             346,500       346,500
     Capitalized as Product
Development
           Awaiting Production                                                                              90,657        90,657

Adjusted (Loss) for the period                                                                          (3,043,725)

                                           ---------  ---------  ----------  ---------  ------------  -------------  ------------
ADJUSTED BALANCE - March 31,
2004                                         996,125        996       8,190          8   12,621,602    (14,521,842)   (1,899,236)

Stock for Services - Preferred Stock               0          0                                                                0
Stock for Services - Restricted Stock                                16,975         17        4,173                        4,190
Stock for Services - Unrestricted
Stock                                                                 7,784          8    2,183,562                    2,183,570
Stock for Cash                                                        7,102          7    2,618,388                    2,618,395

(Loss) for the period                                                                                   (2,894,714)   (2,894,714)

                                           ---------  ---------  ----------  ---------  ------------  -------------  ------------
BALANCE - June 30, 2004                      996,125        996      40,051         40   17,427,725    (17,416,556)       12,205

Stock for Services - Preferred Stock       4,000,000      4,000                                                            4,000
Stock for Services - Restricted Stock                                     0          0            0                            0
Stock for Services - Unrestricted
Stock                                                               445,700        446       50,984                       51,430
Stock for Cash                                                   23,840,754     23,841    1,068,737                    1,092,578

(Loss) for the period                                                                                   (1,287,203)   (1,287,203)

                                           ---------  ---------  ----------  ---------  ------------  -------------  ------------
BALANCE - September 30, 2004               4,996,125  $   4,996  24,326,505  $  24,327  $18,547,446   ($18,703,759)    ($126,990)
                                           =========  =========  ==========  =========  ============  =============  ============
</TABLE>

                      See Notes to the Financial Statements


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                          GATEWAY DISTRIBUTORS, LTD. AND SUBSIDIARIES


GATEWAY DISTRIBUTORS, LTD
    UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
        (CONDENSED, INTERIM FINANCIAL STATEMENTS)
                                                             9 Months Ended    9 Months Ended
                                                             September 30,     September 30,
                                                                  2004              2003
                                                            ----------------  ----------------
<S>                                                         <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)                                                       (7,233,844)         (793,590)
Adjustments to reconcile net (loss)
    to net cash from (to) operating activities:
    Stock issued for Services                                     4,565,649           181,586
    Stock issued for Debt                                                               2,022
    Depreciation & Amortization Prop & Equip                         23,000            45,549
    Loss on Sale of Fixed Assets                                          0            36,926
    Minority Interest                                               (66,957)                0
    Exchange of Properties Held for Short Term Investment
        for Real Estate                                             326,483                 0

Changes in operating assets and liabilities which
  increase (decrease) cash flow:
    Accounts Receivable                                             (30,366)           (3,751)
    Inventories                                                    (269,439)          (59,744)
    Properties Held for Short Term Investment                      (848,343)
    Prepaid Expenses and Other Current Assets                        (1,000)
    Accounts Payable and Commissions                               (197,040)           14,707
    Accrued Liabilities                                            (296,199)

                                                            ----------------  ----------------
Net cash provided (used) from operating activities               (4,028,056)         (576,295)
                                                            ================  ================

CASH FLOWS FROM INVESTING ACTIVITIES:
    Product Development Awaiting Production                        (406,222)                0
    Capital (Outlays)/Disposals                                  (4,116,404)         (152,094)
    Purchase of Trademarks                                          (66,873)
    Renegotiation of Purchase of Grandma Hammans                    (18,600)         (169,186)
    Other Assets                                                    (38,728)           (8,708)

                                                            ----------------  ----------------
Net cash provided (used) from investing activities               (4,646,827)         (329,988)
                                                            ================  ================

CASH FLOWS FROM FINANCING ACTIVITIES:
Net Proceeds from Term Debt after Principal Payments              2,274,022                 0
Principle Payment on Debts (over) net proceeds Term Debt                  0          (104,113)
Stock Sales for Cash; Net                                         6,421,920         1,072,973

                                                            ----------------  ----------------
Net cash provided (used) from financing activities                8,695,942           968,860
                                                            ================  ================

NET INCREASE (DECREASE) IN CASH EQUIVALENTS                          21,059            62,577

CASH AND CASH EQUIVALENTS - Beginning of Period                     163,190               215
                                                            ----------------  ----------------

                                                            ----------------  ----------------
CASH AND CASH EQUIVALENTS - End of Period                   $       184,249   $        62,792
                                                            ================  ================
</TABLE>


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
GATEWAY DISTRIBUTORS, LTD
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS CONTINUED

                                                           9 Months Ended  9 Months Ended
                                                           September 30,   September 30,
                                                                2004            2003
                                                           --------------  --------------
<S>                                                        <C>             <C>
SUPPLEMENTAL DISCLOSURE

CASH PAID FOR:
  Interest                                                        179,965         133,395
  Taxes                                                                 0               0


NON CASH INVESTING AND FINANCING ACTIVITIES

STOCK ISSUED FOR:
  Services                                                      4,565,649         181,586

EXCHANGE OF PROPERTY HELD FOR SHORT TERM
INVESTMENT FOR REAL ESTATE AS PROPERTY & EQUIPMENT                326,483               0

EXCHANGE OF EQUIPMENT FOR REAL ESTATE - BOTH PART
OF PROPERTY & EQUIPMENT                                            66,348               0

CONTRIBUTION TO CAPITAL WITH NO STOCK ISSUED

Note Payable - Suburban
  Paid off via stock value greater in 2003
  than estimated in 2002 - no additional
  stock issued in 2003                                                  0               0
</TABLE>

                      See Notes to the Financial Statements


                                      F-6
<PAGE>
                   GATEWAY DISTRIBUTORS, LTD. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

NOTE  1 - BASIS  OF  PRESENTATION:

          The  consolidated  interim condensed financial statements at September
          30, 2004 and for the nine months ended September 30, 2004 and 2003 are
          unaudited,  but  include  all adjustments, which the Company considers
          necessary  for  a  fair  presentation.

          The  accompanying  unaudited  financial statements are for the interim
          periods and do not include all disclosures normally provided in annual
          financial  statements,  and  should  be  read  in conjunction with the
          Company's  Form  10-KSB  for  the  year  ended  December 31, 2003. The
          accompanying  consolidated  unaudited interim financial statements for
          the  nine  month  periods  ended  September  30, 2004 and 2003 are not
          necessarily  indicative  of  the results which can be expected for the
          entire  year.

          The  preparation of financial statements in conformity with accounting
          principles generally accepted in the United States of America requires
          management  to make estimates and assumptions that affect the reported
          amounts  of  assets  and  liabilities  at  the  date  of the financial
          statements  and  the  reported amounts of revenues and expenses during
          the  reporting  period.  Actual  results  could  differ  from  those
          estimates.


NOTE  2 - SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES:

          Principles  of  Consolidation

          The  Company  has  the  following  wholly  owned  subsidiaries:

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

          The  Company also owns 51% interest in the following company, which is
          consolidated  into  the  unaudited  financial  statements:

               -    Quality  Distribution  Services  of  Arizona,  Inc (a Nevada
                    Corporation  organized  June  7,  2004  as  a  wholesale
                    distributor  of  non-alcoholic  beverages  and  food.

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


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

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


                                      F-7
<PAGE>
          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.
          Payment are computed based on15% of the gross sales less cost of goods
          sold  with  a  minimum  weekly  payment.  The  minimum  weekly payment
          presently is $7,500 and continues at $7,500 through November 2004 when
          it  increases  an  additional $2,500 per week, or $10,000 a week. 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. The
          January  through  March  2004  cost of the skin care line is $156,000,
          from  April  through  June  2004  is  $165,000  and  from July through
          September  2004  is  $153,535  for  a  total  of  $474,535.

          No  title  or ownership passes to the Company or to Chelsea Collection
          until  the  November 25, 2003 agreement between Chelsea Collection and
          Fran ois Vautour is paid in full, the payment of which is described in
          the  prior  paragraph.  The  Company  has  opted not to capitalize the
          purchase  price.

          The  Company  is  responsible for all product research and development
          for  current  and  future  marketing  as well as carrying inventory. A
          portion of the cost outlays through June 30, 2004 have been charged to
          the  balance  sheet  as  an  asset  under product development awaiting
          production  for  $230,573.

NOTE  4 - REVERSE  STOCK  SPLITS:

          On June 28, 2004, the Company did a 900 for 1 reverse stock split. The
          financial  statements  have  reflected  this  reverse  stock  split
          retroactively  to  inception.

          On  September  3,  2004,  the  Company did a 1,000 for 1 reverse stock
          split.  The  financial  statements  have  reflected this reverse stock
          split  retroactively  to  inception.


NOTE  5 - EMPLOYEE  STOCK  INCENTIVE  PLAN  ("ESIP"):

          Since  March  31,  2004  the Company has filed with the Securities and
          Exchange  Commission  ("SEC")  Forms  S-8  notifying of Employee Stock
          Incentive  Plan  ("ESIP") and its increases in stock approved to issue
          under  the  2004  plan.

          During  January  through  March  2004 the Company issued the remaining
          447,745,400  shares authorized out of the 1 billion shares approved in
          the  ESIP  Plan  2003.  Also,  during  January  through March 2004 the
          Company  issued  1,520,966,800  shares, during April through June 2004
          the  Company  issued  5,944,765,700  shares  and  during  July through
          September 2004 the Company issued 4,260,372,300 shares out of the ESIP
          plan  2004.  During  January  through  March  the Company approved 2.9
          billion  shares  for the 2004 Plan, during April through June 2004 the
          Company  approved  an  additional  7.3 billion shares, and during July
          through  September  2004  the Company approved an additional 8 billion
          shares for a total of 18.2 billion shares authorized to be issued thru
          the  ESIP  plan  2004,  including  amendments, of which 11,726,104,800
          shares  have been issued out of the ESIP Plan 2004 as of September 30,
          2004, leaving 7,980,400,000 authorized ESIP shares available to issue.
          (After  issuance  the  stock  suffered  a  900 for 1 and a 1,000 for 1
          reverse  stock  split  as  described  in  Note  4)

          During  July  to  September  1,566,900,000 shares were utilized by the
          ESIP  Plan  from  the Non-employee, Directors and Consultants Retainer
          Stock  Plan,  as  authorized  in  the  two  plans.

          The total net proceeds received from these stock issues during January
          through March, April through June, and July through September 2004 are
          $2,570,358,  $2,618,395  and  $1,092,578  respectively, for a total of
          $6,281,331  as  of  September  30,  2004.


                                      F-8
<PAGE>
NOTE  6 - RECEIVABLE  ESIP  STOCK  PLAN:

          Stock  issues  through  the  Employee  Stock Incentive Plan (ESIP) are
          treated  as sold in the period issued and are reported as a receivable
          rather  than negative equity provided the proceeds are received before
          the  financial  statements are released. Funds to be received from the
          ESIP  Plan  were reported as of September 30, 2004 as "Receivable ESIP
          Stock  Plan"  as a current asset in the amount of $43,957. This amount
          is  for stock issued by September 30, 2004, the sale proceeds of which
          are  received  by  the  Company  during  October  2004.

NOTE  7 - NON-EMPLOYEE, DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN ("RSP"):

          The  Company  has  filed  with  the Securities and Exchange Commission
          ("SEC")  since  March  31,  2004  amended  Forms  S-8  notifying  of
          Non-Employee Directors and Consultants Retainer Stock Plan ("RSP") and
          its  increases  in  stock  approved  to  issue  under  the  2004 plan.

          Some services are provided and paid for by RSP stock issuances. During
          January  through  March  2004  the company issued the remaining shares
          authorized  and  approved  in  the RSP Plan 2003. Also, during January
          through March 2004 the company issued 232,432,214 shares, during April
          through  June 2004 the Company issued 4,684,098,916 shares during July
          through September 2004 the Company issued 46,100,000 shares out of the
          RSP  plan 2004. During April through June 2004 the company approved an
          additional 5 billion shares and during July through September 2004 the
          company  approved  an  additional  2 billion shares for a total of 8.5
          billion  shares  authorized to be issued thru the RSP plan 2004. As of
          September  30, 2004 there remained a total of 1,999,600,000 authorized
          shares  available  to  issue. (After issuance the stock suffered a 900
          for  1  and  a 1,000 for 1 reverse stock split as described in Note 4)

          During  July  to  September  1,566,900,000 shares were utilized by the
          Employee  Stock Incentive Plan from the RSP Plan, as authorized in the
          two  plans.

          The  RSP  shares  issued  during  January through March, April through
          June,  and  July through September 2004 are for a value of $2,308,988,
          $2,225,979  and  $51,430 respectively, for a total of $4,586,397 as of
          September 30, 2004. These values were based on the market value at the
          time  the  stock  is available for sale, estimated at approximately 15
          days  after  the  date  authorized  to  issue.

NOTE  8 - RESTRICTED  STOCK  ISSUED  TO  CONSULTANTS:

          During  April  through  June 2004, the Company issued 5,556 restricted
          shares, to a consultant for services rendered. Restricted stock has no
          measurable  value.  However,  $3,500  was assigned as a value for this
          stock.  No  other  restricted  stock  has  been  issued  this  year.

NOTE  9 - RESTRICTED  STOCK  ISSUED  TO OFFICERS (RELATED PARTY TRANSACTIONS):

          During  January  through  March  2004 and April through June 2004, the
          Company  issued  3,889  and 16,975 shares respectively, for a total of
          20,864  of  restricted common stock to officers. This restricted stock
          is  not  marketable. Consequently, no value can be determined for this
          restricted  stock  issued.  However  a  nominal  amount of $3,500 from
          January through March 2004 and $4,190 from April through June 2004 has
          been  assigned  as  the value for this non-marketable stock issued. No
          common  stock  was  issued  to  officers during July through September
          2004.

          During  January  through March 2004, the Company issued 270,000 shares
          of  restricted  preferred  stock  to  officers. The Board of Directors
          approved  preferred  stock  for  compensation.  Preferred  stock  is
          negotiable  at  a value of 1 share of preferred stock for 1,000 shares
          of  common  stock.  This  restricted  stock  is  not  marketable.
          Consequently,  no  value  can  be determined for this restricted stock
          issued.  However  a  nominal  amount  of $270 has been assigned as the
          value  for  this  non-marketable  stock  issued.  During  July through
          September 2004 the Board of Directors approved an additional 4,000,000
          shares  of  restricted preferred stock be issued to one officer for an
          assigned  value  of  $4,000  as  the  stock  is  not  marketable.


                                      F-9
<PAGE>
NOTE 10 - NEPOTISM  DISCLOSURE  (RELATED  PARTY  TRANSACTIONS):

          The  daughter  of  the  Chief  Executive  Officer  works  as Marketing
          Representative  and  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 11 - RECLASSIFICATION  AND  RESTATEMENTS:

          Selected  items  in  the  June  30,  2003 and March 31, 2004 financial
          statements  as previously reported have been reclassified and restated
          to  be  consistent  with the unaudited financial statements as of June
          30,  2004.

          In  the  case  of  the  March  31, 2004 unaudited financial statements
          management  identified the value assigned for restricted preferred and
          common  stock was computed incorrectly. The restricted preferred stock
          should  be valued at $270 instead of $27,000 and the restricted common
          stock  should  be  valued  at $3,500 instead of $350,000. Refer to the
          Consolidated  Statement  of  Stockholder's Equity (Deficiency) for the
          impact  on  equity  as  of  March  31,  2004

NOTE 12 - PURCHASE  OF  REAL  ESTATE  AND  TRANSPORTATION  EQUIPMENT:

          As  of  September  30,  2004,  the  Company has purchased various real
          estate  properties.  Some  of these properties are held for investment
          while  others  are  held  and  used  by the Company in its operations.

          The  Company  created  Gateway  Venture  Holdings,  Inc  ("Gateway
          Ventures"), a wholly owned subsidiary, designed to own the real estate
          properties  of  the  Company.

          One  of  these properties Aspen Cove Resort located in a pristine area
          of  southwestern Utah, is now owned 100% by the Company. This property
          had  previously  been  owned  at  50% as discussed later in this note.

          Previously,  Aspen  Cove Resort was at 50% ownership. (The Company had
          also  previously  reported in the SEC Form 10-QSB filing for March 31,
          2004  that  the  ownership held by the Company was 66 2/3% rather than
          50%.)  The  Company has created Aspen Cove Resort, Inc, a wholly owned
          subsidiary,  to  manage  the  operations  of the Aspen Cove Resort. In
          agreement  with  the  other  party that owned 50% of Aspen Cove Resort
          (the  property),  the  Company  and the other party shared equally the
          profits  and  losses of Aspen Cove Resort, Inc. (the operations) after
          all  expenses  of  operations.

          The  Company  also currently owns 100% of the commercial properties in
          the  southeastern part of Las Vegas, Nevada, which had previously been
          owned  at  50%  as  discussed  later  in  this  note.

          The  Company  had originally purchased a 50% ownership interest in the
          commercial properties in the southeastern part of Las Vegas, Nevada at
          3220  Pepper  Lane.  The  Company  has identified this property as its
          future  office  and  warehouse  facilities.

          The  Company  has also purchased other real estate properties that are
          reported  as  part  of Property and Equipment, at cost, on the balance
          sheet  as  of  September  30,  2004.  The  Company  has also purchased
          vehicles  and  other  transportation  equipment,  some of which are in
          conjunction  with  the  purchase of some of the real estate purchases.

          On  September  29,  2004  the  Company  negotiated an exchange of real
          estate whereby the Company deeded over a real estate property held for
          short term investment valued at $326,483 and one boat held as property
          and  equipment  valued at $66,348 for the other 50% ownership of Aspen
          Cove  Resort  and of the commercial property in Las Vegas. The Company
          has  also  assumed  the  full  debt  obligation  against  these  two
          properties.


                                      F-10
<PAGE>
          As of June 30, 2004 the Company has acquired the following real estate
          properties  and  transportation  equipment, all in 2004 (no additional
          acquisitions  have  occurred  since  September  30,  2004):

<TABLE>
<CAPTION>
                                                                   Remaining
                                                          Cost     Debt Owed
                                                       ----------  ----------
<S>                                                    <C>         <C>
          CURRENT ASSETS

            Property Held for Short Term Investment    $  521,860  $        0

          PROPERTY & EQUIPMENT

            Aspen Cove Resort (100% ownership)          1,221,385     956,805

            Future Offices and Warehouse of the
            Company (100% ownership)                    2,561,336   1,818,405

            All Other Real Estate                         109,854           0

            Vehicle & Other Transportation Equipment      187,497           0
                                                       ----------  ----------

            Total                                      $4,414,435  $2,775,210
                                                       ==========  ==========
</TABLE>

          The  Company  has  no  off-balance  sheet  arrangements.


NOTE 13 - STOCK  INVESTMENT  -  THIRD  PARTY:

          The  Company  purchased  stock in an unrelated company as a short term
          investment  for  $25,000. As of September 30, 2004 the market value of
          these  securities  approximates  $500. Gain or loss on this investment
          will  be  recognized  at  the  time of sale or at year end, which ever
          comes  first.

NOTE 14 - INVESTMENT  IN  PROJECTS:

          As of September 30, 2004 the Company has invested in various projects.
          Some  of  these projects the Company has determined are worth pursuing
          and  are  expected  to  be  profitable  while  others  the Company has
          determined  to  set  aside  and  to  pursue  no further. Many of these
          projects  involved  finders'  fees and other consulting fees that were
          paid  with free trading common stock of the Company. This common stock
          is  issued  by  the  Company  under  its  Non-Employee,  Directors and
          Consultants  Retainer  Stock  Plan  ("Plan").

          As  discussed  in a prior footnote, the stock issued under the Plan is
          unrestricted and is issued as "S-8" stock as defined by the Securities
          and  Exchange Commission ("SEC"). It is management's opinion that such
          stock (S-8 stock) cannot be issued for assets. Therefore, the value of
          such  stock  has  been  expensed  when  perhaps  it  could  have  been
          capitalized.  Should  management  determine at a later date that costs
          paid  towards  projects that were paid with S-8 stock should have been
          capitalized,  then  the  Company  will  take  such  costs  presently
          recognized  as  expenses  and  reclassify  them  as  assets.


                                      F-11
<PAGE>
          The  most  significant  projects the Company has invested in this year
          through  September  30,  2004  are:

<TABLE>
<CAPTION>
                                                                 Project Development
                                                    ------------------------------------------------
                                                     Product Developed
                                                    Awaiting Production      Expensed as Part of
                                                    As An "Other Asset"    General & Administrative
                                                     (All Paid In Cash)     (Paid in Cash & Stock)
                                                    --------------------  --------------------------
<S>                                                 <C>                   <C>
          Jeunesse by Francois - initial
              development costs                                  230,573                     501,693

          Finders fees for real estate
              transactions                                                                    75,300

          IGIA Product                                                                       615,600

          Pete Rose Product line                                 175,649                   1,474,818

          Zufelt Marketing Strategies                                                         29,340

          Distributor Recruitment                                                            338,922

          All other projects - future or abandoned                                         1,656,341
                                                    --------------------  --------------------------

                  Total                                          406,222  $                4,692,014
                                                    --------------------  --------------------------
</TABLE>

          When  the  costs  capitalized  here are put into production, then they
          will  be  reclassified  to  inventory and such costs will be amortized
          using  the  unit-of-production  of  accounting.

NOTE 15 - CONTINGENT  LIABILITIES:

          On  December  31,2001,  the Company sold it's interest in a subsidiary
          now  known as World Wide Holdings Inc.("World Wide") formerly known as
          TRSG,  CorpIn  the  terms of the agreement World Wide agreed to assume
          $250,000 of debt of the Company plus assumed all of the responsibility
          and  debt  to the former owners of World Wide for $350,000 for a total
          of  $600,000  debt  assumption.

          The Company has recently been notified that World Wide is not honoring
          its  commitments.  Recently the Company has been named in a lawsuit by
          the former owners of World Wide to make good on the $350,000 allegedly
          due  them.  Management  believes  the Company might be responsible for
          part  or  all  of  the debt, which is potentially a total of $600,000.

          Management  is  in  the  process  of  negotiating to mitigate the debt
          exposure  to  the  Company.  No  provision  has been recognized on the
          financial  statements  for  this  contingent  liability.


                                      F-12
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

FORWARD-LOOKING INFORMATION

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

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

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

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

MANAGEMENT'S PLAN OF OPERATION

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

     Our  products  are  marketed  through a network marketing system within the
United  States  and  wholesale  personal export sales outside the United States.
Network  marketing  enables our independent distributors in the United States to
earn  profits by selling our products to retail consumers. Distributors may also
develop  their own distributor downline organizations by sponsoring others to do
business  in  any  market  where  we  operate, entitling the sponsors to receive
overrides  or  commissions (cash incentives, including royalties and bonuses) on
product  sales  within  their  downline organizations. We maintain a site on the
World  Wide  Web  at  www.rightsolution.com.

     We  believe  that  our  network  marketing  system is ideally suited to our
products,  which  emphasize  a healthy lifestyle, because sales of such products
are  strengthened  by  ongoing  personal  contact  between  retail consumers and
distributors,  most  of  whom use our products themselves. Our network marketing
system  appeals  to  a  broad  cross-section  of  people  throughout  the world,
particularly  those  seeking  to  supplement  family  income, start a home-based
business,  or pursue employment opportunities other than conventional, full-time
employment.

     We  will continue to seek increased sales opportunities through our network
marketing  system  by utilizing extensive training and motivational programs. We
will  also  hold  regional  meetings  throughout  the  United  States.


                                        2
<PAGE>
We  have  engaged Jack Zufelt to oversee the training of our marketing and sales
personnel. Our new starting kits have training material along with product which
will  allow the new distributor to get started quicker. In addition, Jack Zufelt
will  conduct  conferences,  seminars,  and  one-on-one  training.

     We have recently acquired Jeunesse by Francois which are skin care products
originally  formulated  75  years  ago in Romania. In the first half of 2004, an
infomercial  was  produced  to  introduce the new product. This will allow us to
expand  our  customer  base  and  increase  our  sales.

     We  extended  our  agreement  with PT Mahakam Beta Farma in Indonesia. They
are  purchasing  our  Body  Gard  product  and are distributing it through their
pharmacies  throughout  Indonesia.

     We anticipate continuing to expand our product line through the development
of  new  products.  New  product  ideas  are  derived  from a number of sources,
including  trade  publications,  scientific and health journals, our executives,
staff,  consultants,  and  outside  parties.

THIRD QUARTER COSTS AND CHANGES IN FINANCIAL CONDITIONS

     The balance of current assets at December 31, 2003 was $553,000 compared to
a balance of $1,256,000 at September 30, 2004, up by $703,000, while the balance
of current liabilities was $4,837,000 and $4,117,000, respectively, for the same
period,  down  by $720,000. The resulting current ratio at December 31, 2003 was
0.11  to  1.  The current ratio at September 30, 2004 was 0.31 to 1. The current
ratio  indicates  that  our ability to pay our obligations is still unfavorable,
even  though  it  has  significantly  improved  over  the  course  of  2004.

     The  balance  of  accounts receivable at September 30, 2004 was $35,171, an
increase of $30,366 from the period ended December 31, 2003. The receivables has
increased  due to the startup of the subsidiary Quality Distribution Services of
Arizona  ("QDS"),  a  wholesale  beverage  distribution  facility  that  carries
receivables  for 30 to 45 days. Other than this, the Company carries very little
accounts receivable as it collects payment for products upon shipment except for
a few customers in Grandma Hamman's that have  a payment structure grandfathered
in  from  the  previous  operator.

RESULTS OF OPERATIONS

Sales

Sales  for  the  nine months ended September 30, 2004, were $815,000 compared to
$851,000  for  the  same  period in 2003. The decrease in sales of approximately
$36,000  is attributable to the sales volume dropping in our subsidiary, Grandma
Hamman's and the elimination of two products of The Right Solution Gateway (Trim
Easy  and  Trim Easy Plus) because of changes in governmental regulations. Costs
of sales were $227,000 for the nine months ended on September 30, 2004, compared
to  $192,000  for  the  comparable  period  in  2003. Cost of sales increased by
approximately  $35,000  due primarily to the addition of the Jeuness by Francois
products  and  the  higher  cost  of  the  premium skin care ingredients and the
introduction  of  QDS  sales  into  the  calculation.

Sales  for  the three months ended September 30, 2004 of $315,000 are up $52,000
from  the comparable three months ended September 30, 2003 of $263,000.  Cost of
Sales  for  the three months ended September 30, 2004 of $137,000 are up $70,000
from  the  same  period  2003  of  $67,000.

Gross  Profit

Gross  Profit for the nine months ending September 30, 2004 of $587,000 declined
$72,000,  compared  to  $659,000  for  the  same  period  2003.  The  decline is
attributed primarily to sales of products being down $130,000 with an upswing in
the last quarter because of the activity of Aspen Cove Resort of $50,000.


                                        3
<PAGE>
For  the  three  months ending September 30, 2004 gross profit has decreased for
sales  of  products by $68,000 over the prior year, but is offset by an increase
in  recreational  services  of  $50,000.  The  activity  of Aspen Cove Resort's
recreational  services  has  been  initiated  this year and may vary by seasons.


Selling, General and Administrative Expenses

Selling,  general,  and  administrative  expenses  were  $7,767,000 for the nine
months  ended  on September 30, 2004 and $1,322,000 for the comparable period in
2003,  an  increase  of  approximately  $6,445,000.  The primary reasons for the
increase  was  a dramatic increase in services paid with stock issuances of over
$5,098,000  for product development and professional services. Other significant
increases  come  from  the  development of Jeunesse by Francois Product line for
$475,000  and  marketing  efforts  of  $250,000.

Expenses  were  $1,537,000  for the three months ended on September 30, 2004 and
$580,000  for  the  comparable  period  in  2003,  an  increase of approximately
$957,000.  This net increase is primarily attributable to additional funds going
into  the  development  of  Jeunesse  by  Francois  product line of $153,400, an
additional  $594,000  going  into  other  product development, and approximately
$240,000  increase  of  professional  services.

Net  loss  was  $7,234,000  during  the nine months ended on September 30, 2004,
compared  to  a  net  loss  of  $793,000  for the comparable period in 2003. The
Company's increase in the operating loss for the nine months ended September 30,
2004  of  approximately  $6,440,000 was primarily the result of the increases in
services  paid  with  stock  issuances  for  product  development,  professional
services,  and  marketing  efforts.  In addition, gross profit declined $72,000,
other  income  increased  $98,000  and  the  minority  interest in the loss in a
subsidiary  reduced  the  net  loss  by  $67,000.

Net  loss  for  the  three  months  ended  September  30, 2004 of $1,287,000 has
increased  $857,000 from the comparable three months ended September 30, 2003 of
$430,000.  This  net  increase  is primarily attributable to a decrease in gross
profit  of  $18,000,  additional funds going into the development of Jeunesse by
Francois  product  line  of  $153,400,  an  additional $594,000 going into other
product  development,  and  approximately  $230,000  increase  of  professional
services  was  primarily the result of the increases in services paid with stock
issuances for product development, professional services, and marketing efforts.
In  addition,  other  income  increased $55,000 and the minority interest in the
loss  in  a  subsidiary  reduced  the  net  loss  by  $67,000.

The  Company  is diversifying into other areas besides multi-level marketing and
wholesale  marketing  of  nutritional  products.  These other areas of focus the
Company  is  moving into management believes will not compete with the marketing
of  nutritional products.  Rather, management anticipates such efforts will lend
economic stability to the Company and will help to provide the means and time to
enhance  the  possibilities  to  enjoy  financial  success  in  the marketing of
nutritional  products.

Succinctly,  management  has  strived to target various areas to develop greater
interest  in  the  products of the Company, be they nutritional products or not.
In  its  efforts  of  developing  a  larger  business base to create revenue and
profits,  the  Company  has  entered  into  the  recreational  area  through its
acquisition  of  Aspen  Cove  Resort  in  southwestern  Utah.  This  venture has
improved  the sales and gross profit of the Company, but it has not provided any
net  profit  to  date.  Nor  has QDS of Arizona, which is beginning to develop a
customer  base  in  the  Phoenix,  Arizona  area.  QDS  is  expected  to add the
Company's  nutritional products to its product line in the future. The purchase
of  Aspen  Cove  Resort was initialized originally to implement a reward program
for  The  Right  Solution  Gateway  distributors  in  addition  to normal resort
revenues.

To  accomplish  what management believes will come about in revenues and product
sales,  it  has  geared  up  its staff to handle the sales volume it anticipates
getting.  Management  is confident that these efforts, which have been expensed,
will  shortly  reflect  an  upward  swing  of revenue as the Company focuses its
efforts  to  become  profitable.


                                        4
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

     At  September  30,  2004,  the  Company's current liabilities of $4,117,000
exceeded  current  assets of $1,257,000 in the amount of $2,860,000. The Company
generated a cash flow deficit from operations of $4,0258,000 for the nine months
ended  September  30, 2004. Cash flow deficits from operating activities for the
nine  months  ended  September  30,  2004  are primarily attributable to efforts
developing  and  marketing  new  products.

     The  Company  used for investing activities $4,647,000, of which $4,116,000
was  used  in acquiring real estate properties and $406,000 was used in "Product
Development  Awaiting  Production",  an "Other Asset." The Company also invested
$124,000  in  all  "other  assets."

     Cash  flow  provided from financing activities was $8,696,000 for the ended
September  30, 2004. Proceeds received from employees for incentive stock awards
exercised  during  this  period  provided  $6,422,000.  Term  debt  provided  an
additional  increase  of  $2,274,000, mostly for the acquisition of real estate.

     As  discussed  by  the  Company's  accountants  in  the  audited  financial
statements included in Item 7 of the Company's Annual Report on Form 10-KSB, the
Company's  revenue  is  currently  insufficient  to  cover  costs  and expenses.
Management  anticipates  raising  any  necessary  capital from outside investors
coupled  with  bank  or  mezzanine  lenders.  As of the date of this report, the
Company  has not entered into any negotiations with any third parties to provide
such  capital.

     While  the Company has raised capital to meet working capital and financing
needs  in  the  past,  additional  financing  is  required  in order to meet the
Company's  current  and  projected  cash  flow  deficits  from  operations  and
development.

     By  adjusting  the  Company's  operations  and  development to the level of
capitalization, Management believes the Company has sufficient capital resources
to  meet  projected  cash  flow deficits through the next 12 months. However, if
thereafter  Management is not successful in generating sufficient liquidity from
operations  or  in  raising sufficient capital resources, on terms acceptable to
management,  there  could  be  a material adverse effect on business, results of
operations,  liquidity  and  financial  condition.  The  consolidated  unaudited
financial statements accompanying this discussion do not include any adjustments
that  might  result  from  the  outcome  of  this  uncertainty.

     Management  will  continue  to  evaluate  opportunities  for  corporate
development.  Subject  to  the Company's ability to obtain adequate financing at
the  applicable  time, Management may enter into definitive agreements on one or
more  of  those  opportunities.

     The Company's independent certified public accountants have stated in their
report included in the Company's December 31, 2003 Form 10-KSB, that the Company
has  incurred  operating  losses  in the last two years, and that the Company is
dependent  upon  management's  ability  to  develop profitable operations. These
factors  among others may raise substantial doubt about the Company's ability to
continue  as  a  going  concern.

RECENT DEVELOPMENTS

     Effective  October  4,  2004 the Company increased the number of authorized
shares  of  common  stock  from  25,000,000  to 25,000,000,000, the Company also
increased the number of authorized shares of preferred stock from 200,000,000 to
400,000,000  shares.

     Effective September 3, 2004, the Company implemented a reverse split of its
common  stock  on  the  basis  of  one  post-consolidation  share for each 1,000
pre-consolidation  shares.

     Each  of these corporate actions was accomplished by filing the Articles of
Amendment to the Company's Articles of Incorporation with the Secretary of State
of  Nevada.

     Effective October 27, 2004, the Company entered into a consulting agreement
with  Anthony  Munafo.

     Effective  September  29,  2004,  Gateway  Venture  Holdings,  a  Nevada
Corporation,  and wholly-owned subsidiary of the Company entered into a Property
Settlement  Agreement  with  SAS  Global,  Inc.,  a  Nevada  Corporation.

     Effective  August  13, 2004 the Company entered into a consulting agreement
with  WWD  Trading  International.


                                        5
<PAGE>
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 us in the
reports  that  we  file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules  and  forms.  Disclosure  controls and procedures
include,  without  limitation,  controls  and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange  Act  is  accumulated and communicated to our management, including our
principal  executive  and  financial  officers,  as  appropriate to allow timely
decisions  regarding  required  disclosure.

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

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

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     Reference  is  made  to  Item  1 of Part II of our Quarterly Report for the
period  ended  March  31,  2004,  filed  with  the  Commission  on May 17, 2004.

     On  December  31,2001,  the  Company sold its  interest in a subsidiary now
known as World Wide Holdings Inc.("World Wide") formerly known as TRSG, Corp. In
the  terms  of the agreement World Wide agreed to assume $250,000 of debt of the
Company  plus  assume all of the responsibility and debt to the former owners of
World  Wide  for  $350,000  for  a  total  of  $600,000  debt  assumption.

     The  Company has recently been notified that World Wide is not honoring its
commitments.  Recently  the  Company  has  been named in a lawsuit by the former
owners  of World Wide to make good on the $350,000 allegedly due them. We intend
to  contest  vigorously  the  claims  made  by  the  owners of World Wide. It is
impossible  to  evaluate  the likelihood of an unfavorable outcome or provide an
estimate  of  the  range  of  potential  loss  at  this  time.

     Management  is  in the process of negotiating to mitigate the debt exposure
to the Company. No provision has been recognized on the financial statements for
this  contingent  liability.

ITEM 2. CHANGES IN SECURITIES.

     Please  see  information  regarding reverse split of our common stock under
"Recent  Developments,"  above.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

     None.


                                        6
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     At a special meeting of our shareholders held on October 4, 2004 at 3035 E.
Patrick Lane, Suite 14, Las Vegas, Nevada 89120, our majority shareholders voted
for  approval  of  the  following  corporate  actions:

-    Amendment  to  our  articles  of  incorporation  to  increase the number of
     authorized  shares  of  our  common stock from 25,000,000 to 25,000,000,000
     shares;

-    Amendment  to  our  articles  of  incorporation  to  increase the number of
     authorized  shares  of  our preferred stock from 200,000,000 to 400,000,000
     shares;

-    Grant  of  discretionary authority to our board of directors to implement a
     reverse  stock  split  of  our  common  stock  on  the  basis  of  one
     post-consolidation  share  for up to each 1,000 pre-consolidation shares to
     occur  at  some  time  within  12  months  of  the  date of the information
     statement, with the exact time of the reverse split to be determined by the
     board  of  directors;  and

-    Approve the following Gateway Distributors, Ltd. Stock Plans:

     (a)  Stock Plan for the Year 2003, adopted by our directors effective April
8,  2003  with  2,000,000,000  shares  of  our  common  stock  in  the aggregate
authorized  for  issuance  under  the  Plan;

     (b)  Employee  Stock  Incentive  Plan  for  the  Year  2004, adopted by our
directors  effective January 8, 2004 with 900,000,000 shares of our common stock
in  the  aggregate  authorized  for  issuance  under  the  Plan;

     (c) Non-Employee Directors and Consultants Retainer Stock Plan for the Year
2004,  adopted  by  our directors effective February 27, 2004 with 1,500,000,000
shares  of  our  common stock in the aggregate authorized for issuance under the
Plan;

     (d)  Employee  Stock Incentive Plan for the Year 2004 No. 2, adopted by our
directors effective March 17, 2004 with 2,000,000,000 shares of our common stock
in  the  aggregate  authorized  for  issuance under the Plan; (e) Employee Stock
Incentive Plan for the Year 2004 No. 3, adopted by our directors effective April
22,  2004,  as  amended  on  May  26, 2004 and June 16, 2004, with 7,300,000,000
shares  of  our  common stock in the aggregate authorized for issuance under the
Plan;

     (f)  Non-Employee Directors and Consultants Retainer Stock Plan forthe Year
2004 No. 2, adopted by our directors effective April 22, 2004, as amended on May
26, 2004 and June 16, 2004, with 5,000,000,000 shares of our common stock in the
aggregate  authorized  for  issuance  under  the  Plan;

     (g)  Employee  Stock Incentive Plan for the Year 2004 No. 4, adopted by our
directors  effective  August  24,  2004, with 8,000,000,000 shares of our common
stock  in  the  aggregate  authorized  for  issuance  under  the  Plan;  and

     (h) Non-Employee Directors and Consultants Retainer Stock Plan for the Year
2004  No.  3  adopted  by  our  directors  effective  August  24,  2004,  with
2,000,000,000  shares  of  our  common  stock  in  the  aggregate authorized for
issuance  under  the  Plan.

     The  total number of votes cast in favor of each of the above proposals was
200,011,729 shares of our common stock, which number was sufficient to approve
the  proposed  corporate  actions.

ITEM 5. OTHER INFORMATION.

     None.


                                        7
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits.

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

   3.1**     Articles of Incorporation
   3.2**     Articles of Amendment to the Articles of Incorporation.
   3.3**     Articles of Amendment to the Articles of Incorporation.
   3.4*      Certificate of Change
   3.5**     Bylaws
   10.1*     Consulting Agreement dated October 27, 2004 by and between the Company and Anthony Munafo.
   10.2*     Property Settlement Agreement dated September 29, 2004, by and among Gateway Venture
             Holdings, a Nevada Corporation and SAS Global, Inc., a Nevada Corporation.
   10.3*     Consulting Agreement dated August 13, 2004 between the Company and WWD Trading
             International.
   31.1*     Certification of Richard A. Bailey, Chief Executive Officer of Gateway Distributors, Ltd.,
             pursuant to 18 U.S.C. Sec.Sec.1350, as adopted pursuant to Sec.Sec.302 of the Sarbanes-
             Oxley Act of 2002.
   31.2*     Certification of Richard A. Bailey, Chief Financial Officer of Gateway Distributors, Ltd.,
             pursuant to 18 U.S.C. Sec.Sec.1350, as adopted pursuant to Sec.Sec.302 of the Sarbanes-
             Oxley Act of 2002.
   32.1*     Certification of Richard A. Bailey, Chief Executive Officer of Gateway Distributors, Ltd.,
             pursuant to 18 U.S.C. Sec.Sec.1350, as adopted pursuant to Sec.Sec.906 of the Sarbanes-
             Oxley Act of 2002.
   32.2*     Certification of Richard A. Bailey, Chief Financial Officer of Gateway Distributors, Ltd.,
             pursuant to 18 U.S.C. Sec.Sec.1350, as adopted pursuant to Sec.Sec.906 of the Sarbanes-
             Oxley Act of 2002
</TABLE>

-----------------------
*    Filed  herewith.
**   Previously  filed.


                                        8
<PAGE>
(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 22, 2004.

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


                                        9
<PAGE>