SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                  FORM 10-QSB


(Mark One)
   [X]Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended September 30, 2003.

   [ ]Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the transition period from         to           .
                                      ---------  -----------

      Commission file number: 000-27879


                          GATEWAY DISTRIBUTORS, LTD.
                         ----------------------------
       (Exact name of small business issuer as specified in its charter)






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





          3035 East Patrick Lane, Suite 14, Las Vegas, Nevada   89120
          -----------------------------------------------------------
         (Address of principal executive office)               (Zip Code)


                                (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 XX      No
                            --        ----


      The number of outstanding shares of the issuer=s common stock, $0.001 par
value (the only class of voting stock), as of November 6, 2003 was 333,683,154.





<PAGE>






                              TABLE OF CONTENTS

                                    PART I

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

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...........5

ITEM 3.  CONTROLS AND PROCEDURES.............................................7

                                   PART II

ITEM 1.  LEGAL PROCEEDINGS...................................................7

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS...........................7

ITEM 5.  OTHER INFORMATION...................................................8

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K...................................10

SIGNATURES..................................................................10

INDEX TO EXHIBITS...........................................................11




<PAGE>




ITEM 1.   FINANCIAL STATEMENTS

As used herein, the term ACompany@ 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,
2003, 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-6 and are incorporated
herein by this reference.

                                      3
<PAGE>






                 GATEWAY DISTRIBUTORS, LTD. AND SUBSIDIARIES


                                 - CONTENTS -


                                                                   PAGE NUMBER

Financial Statements:

   Balance Sheet                                                       F-1

   Statement of Operations                                             F-2

   Statement of Stockholders' Equity                                   F-3

   Statement of Cash Flows                                           F-5 & 6

   Notes to Financial Statements                                     F-7 & 8


                                      4

<PAGE>


<TABLE>
<CAPTION>


                 GATEWAY DISTRIBUTORS, LTD. AND SUBSIDIARIES
                    INTERIM CONDENSED CONSOLIDATED BALANCE SHEET
                                    (UNAUDITED)
                                                         SEPTEMBER 30,
ASSETS                                                           2003
                                                         -------------
<S>                                                      <C>
CURRENT ASSETS:
  Cash and cash equivalents                              $      62,792
  Accounts receivable                                            7,322
  Receivable ESIP Stock Plan                                   150,000
  Inventories                                                  187,321
                                                            ----------

        Total current assets                                   407,435
                                                               -------

Property and equipment, at cost -                              252,121
  Less accumulated depreciation and amortization             (103,243)
                                                         -------------
                                                               148,878
OTHER ASSETS:
  Goodwill & Formulas                                          692,500
  Other                                                        128,829
                                                         -------------
                                                               821,329
                                                               -------
                                                         $   1,377,642
                                                         =============
LIABILITIES & STOCKHOLDERS= EQUITY (DEFICIT)
CURRENT LIABILITIES:
  Current maturities of long-term debt                     $ 2,231,580
  Accounts payable:
    Trade                                                      718,040
    Commissions                                                716,149
  Accrued expenses:
    Payroll and employee benefits                              216,345
    Payroll taxes                                              427,992
    Interest                                                 1,185,986
    Other                                                       18,486
                                                         -------------
          Total current liabilities                          5,514,578
                                                         -------------

LONG-TERM DEBT                                                 209,353
                                                         -------------

TOTAL DEBT                                                   5,723,931
                                                         -------------


STOCKHOLDERS= EQUITY (DEFICIT):
  Preferred stock - $.001 par value; 1,000,000
    shares authorized, 72,125 shares issued and
    outstanding                                                     72
  Common stock, - $.001 par value; 2,000,000,000
    shares authorized, 224,423,954 shares Issued
    and outstanding                                            224,424
  Paid in Excess of Par                                      5,977,459
  Accumulated (deficit)                                   (10,548,244)
                                                         -------------
                                                           (4,346,289)
                                                         -------------
                                                         $   1,377,642
                                                         =============

</TABLE>

      The accompanying notes are an integral part of the financial statements.
                                    F-1
<PAGE>



<TABLE>
<CAPTION>


                       GATEWAY DISTRIBUTORS, LTD. AND SUBSIDIARIES
                  INTERIM CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                       (UNAUDITED)


                                             THREE MONTHS ENDED            NINE MONTHS ENDED
                                           SEPTEMBER     SEPTEMBER      SEPTEMBER     SEPTEMBER
                                           30, 2003      30, 2002       30, 2003      30, 2002
                                           ----------------------------------------------------
<S>                                      <C>          <C>              <C>         <C>
      SALES                              $  263,552   $    280,539     $  851,599  $    839,863

      COST OF SALES                          67,710         83,094        192,496       200,196
                                            -------         ------        -------       -------

      GROSS PROFIT                          195,842        197,445        659,103       639,667

      SELLING, GENERAL AND
           ADMINISTRATIVE EXPENSES          580,198      1,271,392      1,322,278     2,778,896
                                           --------      ---------      ---------     ---------

      (LOSS) FROM OPERATIONS              (384,356)    (1,073,947)      (663,175)   (2,139,229)
                                          ---------    -----------     ----------    ----------

      OTHER INCOME (EXPENSE):
          Interest Expense                 (46,140)       (49,720)      (133,395)     (169,358)
          Impairment of Goodwill               -              -              -        (728,953)
          Loss on leasehold improvment
            abandonment                        -              -              -         (69,434)
          Miscellaneous Income/(Expense)       777        (12,637)          2,980      (24,622)
                                              ----
                                           (45,363)       (62,357)      (130,415)     (992,367)
                                           --------
                                           (429,719)   (1,136,304)      (793,590)   (3,131,596)

      MINORITY INTEREST                        -           250,894           -        1,252,638
                                           -------         -------       --------     ---------

      NET INCOME (LOSS)                   ($429,719)    ($885,410)     ($793,590)  ($1,878,958)
                                          ==========    ==========     ==========  ============


      BASIC AND DILUTIVE EARNINGS (LOSS)
        PER SHARE                            ($0.00)  ($42,162.38)        ($0.02)   ($1,708.14)
                                             =======  ============        =======   ===========


      WEIGHTED AVERAGE SHARES            123,191,038            21     47,220,754            11
                                         ===========  ============     ==========       =======
      OUTSTANDING - BASIC & DILUTIVE


</TABLE>

    The accompanying notes are an integral part of the financial statements.
                                    F-2
<PAGE>



<TABLE>
<CAPTION>


                       GATEWAY DISTRIBUTORS, LTD. AND SUBSIDIARIES
      INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
                                       (UNAUDITED)


                                                       Common Stock                 Paid       Accumulated         Net
                                                  *    # of Shares     Amount     In Excess       Deficit       Deficiency
                                                             **      Par .001
<S>                                             <C>    <C>           <C>         <C>         <C>              <C>
      BALANCE - December 31, 2002                $1        879,409        $87    $4,520,713   ($9,754,654)    ($5,233,061)

      Shares issued for:
        Debt Eliminated - Suburban                0          5,021          5      273,7760                        273,781
        Debt Eliminated - A/P                     0         56,407         57         1,965                          2,022
        Stock for Services                        0        447,033        447       133,333                        133,780
      (Loss ) for period                                                                         (168,199)       (168,199)
                                                -----  -----------   --------    ----------  -------------    ------------
      1st Quarter -March 31, 2003                 1      1,387,870      1,388     4,929,787    (9,922,853)     (4,991,677)
                                                -----  -----------   --------    ----------  -------------    ------------
      Shares issued for:
      Rounding - Partial Shares in Stock Split    0          1,052          1           (1)                              0
      Stock for Services - Restricted Stock       0     36,000,000     36,000      (32,400)                          3,600
      Stock for Services - Unrestricted Stock     0        200,032        200        19,806                         20,006
      Stock for ESIP Plan                         0     18,815,000     18,815      497,4860                        516,301
      Loss for Period                             0              0          0             0      (195,672)       (195,672)
                                                -----  -----------   --------    ----------  -------------    ------------
      2nd Quarter - June 30, 2003                $1     56,403,954    $56,404     5,414,678  ($10,118,525)    ($4,647,442)
                                                -----  -----------   --------    ----------  -------------    ------------
      Shares issued for:
      Stock for Services - Preferred Stock       71                                   7,129                          7,200
      Stock for Services - Restricted Stock       0     20,000,000     20,000      (18,000)                          2,000
      Stock for Services - Unrestricted Stock     0      1,350,000      1,350        13,650                         15,000
      Stock for ESIP Plan                         0    146,670,000    146,670      560,0020                        706,672
      Loss for Period                             0              0          0             0      (429,719)       (429,719)
                                                -----  -----------   --------    ----------  -------------    ------------
      BALANCE - September 30, 2003               72    224,423,954    224,424     5,977,459   (10,548,244)     (4,346,289)
                                                -----  -----------   --------    ----------  -------------    ------------
</TABLE>
      * Preferred Stock, 125 shares issued at par ($.001par value) @ December
      31, 2002. During August & September 2003 an additional 72,000 restricted
      shares of preferred stock were issued at $.001 per share.




        The accompanying notes are an integral part of the financial statements.
                                    F-3
<PAGE>


<TABLE>
<CAPTION>

                    GATEWAY DISTRIBUTORS, LTD. AND SUBSIDIARIES
               INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                    (UNAUDITED)

                                                        NINE MONTHS ENDED
                                                        -----------------
                                                 SEPTEMBER 30,     SEPTEMBER 30,
                                                     2003              2002
                                                 -------------     -------------
<S>                                              <C>               <C>
      CASH FLOWS FROM OPERATING ACTIVITIES:
        Net income (loss)                        $   (793,590)     $ (1,878,958)
        Adjustments to reconcile net income
          (loss) to net cash from operating
          activities:
            Stock issued for debt                        2,022           403,103
            Stock issued for services                  181,586         1,476,744
            Depreciation and amortization               45,549            28,306
            Loss on Sale of Fixed Assets                36,926               -
            Impairment of Goodwill & Formulas              -             728,953
            Minority interest                              -         (1,252,638)

        Changes in operating assets and
          liabilities which increase
          (decrease) cash flow:
            Accounts receivable                        (3,751)            42,336
            Inventories                               (59,744)          (84,978)
            Payables                                    14,707         (334,624)
                                                   -----------       -----------
       Net cash (to)/from operating activities       (576,295)         (871,756)
                                                   -----------       -----------

      CASH FLOWS FROM INVESTING ACTIVITIES:
        Net (increase) property and equipment        (152,094)            33,286
        Other non current assets -                     (8,708)            30,060
        Purchase Goodwill in Subsidiary              (169,186)               -
                                                   -----------       -----------
       Net cash (to)/from investing activities       (329,988)            63,346
                                                   -----------       -----------

      CASH FLOWS FROM FINANCING ACTIVITIES
        Receivable on stock sale proceeds
          received Oct 2003                          (150,000)               -
        Increase/(decrease) debt, net                (104,113)           805,531
        Stock Issued for Cash                        1,222,973               -
                                                   -----------       -----------
       Net cash (to)/from financing activities         968,860           805,531
                                                   -----------       -----------
NET INCREASE (DECREASE) IN CASH EQUIVALENTS             62,577           (2,879)

CASH AND CASH EQUIVALENTS:
  Beginning of period                                      215             9,632
                                                   -----------       -----------
  End of period                                    $    62,792       $     6,753
                                                   ===========       ===========
</TABLE>


      The accompanying notes are an integral part of the financial statements.
                                    F-4
<PAGE>

<TABLE>
<CAPTION>


                 GATEWAY DISTRIBUTORS, LTD. AND SUBSIDIARIES
               INTERIM CONDENSED STATEMENT OF CASH FLOWS - CONTINUED
                                    (UNAUDITED)

      SUPPLEMENTAL DISCLOSURE
                                                 NINE MONTHS ENDED
                                          SEPTEMBER 30,    SEPTEMBER 30,
                                              2003              2002
                                           ------------    -------------
<S>                                       <C>              <C>
      INTEREST EXPENSE                     $    133,395    $     169,358
                                           ============    =============

      CASH PAID FOR INCOME TAXES           $       -       $        -
                                           ============    =============

      STOCK ISSUED FOR SERVICES            $    181,586    $   1,476,744
                                           ============    =============

      STOCK ISSUED FOR DEBT                $    275,803    $     403,103
                                           ============    =============

      SALE OF STOCK, proceeds received
         in Oct 2003                       $    150,000    $        -
                                           ============    =============


</TABLE>


      The accompanying notes are an integral part of the financial statements.
                                    F-5
<PAGE>


                    GATEWAY DISTRIBUTORS, LTD. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                                 SEPTEMBER 30, 2003

NOTE 1 -  BASIS OF PRESENTATION:

          The consolidated interim condensed financial statements at September
          30, 2003 and for the periods ended September 30, 2003 and 2002 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, 2002.The
          accompanying consolidated unaudited interim financial statements for
          the nine month periods ended September 30, 2003 and 2002, are not
          necessarily indicative of the results which can be expected for the
          entire year.

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

NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

          Principles of Consolidation

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

NOTE 3 -  EQUITY:

          On April 16, 2003, the Company did a 3,000 for 1 reverse stock split.
          The financial statements have reflected this reverse stock split
          retroactively.

          On January 30, 2003, the Company issued 5,021 shares of stock for
          $273,781 debt conversion, valued at approximately $54.53 per share.
          During February and March, 2003, the Company issued 56,407 shares for
          $2,022 debt, valued at an average of approximately $0.04 per share.
          During January through March, 2003, the Company issued 447,033 shares
          of stock to various entities for $133,780 of services rendered, with
          an average value of approximately $0.30 per share. During May, 2003
          the Company issued 200,032 shares of stock for $20,006 of services
          rendered with an average value of $0.10 per share. During April
          through June 2003, the Company issued 18,815,000 shares of stock to
          the ESIP plan for $516,301, with an average value of $0.02 per share.
          During July, 2003 the Company issued 1,350,000 shares of stock for
          $15,000 of services rendered with an average value of $0.011 per
          share. During July through September 2003, the Company issued
          146,670,000 shares of stock to the ESIP plan for $706,672, with an
          average value of $0.005 per share.

          The Company filed with the Securities and Exchange Commission ("SEC")
          on April 11, 2003, a Form S-8 notifying of an "Employee Stock
          Incentive Plan for the Year 2003" and a "Non-Employee Directors and
          Consultants Retainer Stock Plan for the Year 2003." The number of
          shares registered are1,000,000,000 shares for the employees and
          1,000,000,000 shares for non-employees for a total of 2,000,000,000,
          all at a proposed offering price per share of $0.0001. The first stock
          was issued April 17, 2003. By September 30, 2003, 165,485,000
          unrestricted shares of stock had been issued under this plan. Out of
          the


                                    F-6
<PAGE>

          165,485,000 shares issued under the ESIP Plan, all shares have been
          sold to the public for net proceeds to the company of $1,222,973. In
          addition as of November 03, 2003 a total of 240,909,400 shares have
          been issued under the ESIP Plan.

          During April through July 2003, the Company issued 56,000,000 shares
          of restricted common stock to officers. This restricted stock is not
          marketable. Consequently, no value can be determined for this
          restricted stock issued. However a nominal amount of $5,600 has been
          assigned as the value for this non-marketable stock issued.

          During August and September 2003, the Company issued 72,000 shares of
          restricted preferred stock to officers. The Board of Directors
          approved preferred stock rather than common stock for compensation at
          a value of 1,000 to 1 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 $7,200 has been
          assigned as the value for this non- marketable stock issued.

          On August 12, 2003, an asset purchase agreement was finalized and
          signed between the Company and it's subsidiary The Right Solution
          Gateway transferring the Company's assets to the subsidiary in
          exchange for one hundred percent of the subsidiary's stock. The
          agreement is retroactive to January 1, 2003 effective date.

          On July 17, 2003, the Company entered into a ten year consulting
          agreement whereby the consultant provides training, selling and
          multi-level marketing solutions in the amount of $104,000 through
          March 2004. On August 12, 2003 a consulting agreement was signed to
          commit to a ten year contract to provide training for the company
          distributors. The financial impact is unknown; however, management
          believes it will be minimal at worst.

          On September 9, 2003, the Company entered into an agreement with a
          manufacturer to produce all of it's liquid products at a greatly
          reduced cost to the Company. The agreement included a provision for
          future exchange of stock between the Companies.

          On August 20, 2003 the Company received written approval as a vendor
          to provide products for distribution in retail stores.

          On September 23, 2003 the Company extended the agreement with one of
          its international distributors through 2005.





NOTE 4 -  ADDITIONAL OBLIGATIONS PAID FOR GOODWILL IN THE ACQUISITION OF
          THE SUBSIDIARY GRANDMA HAMMAN'S:

          During July 2003, the Company entered into additional negotiations
          with the Seller of Grandma Hamman's, a wholly owned subsidiary of the
          Company. The Company acquired Grandma Hamman's on August 15, 2003. The
          Company has agreed to pay an additional $217,500 towards the purchase
          of Grandma Hamman's to expand the acquisition to all intangible assets
          of Grandma Hamman's. The original agreement containing $85,000 due to
          the owner was eliminated. Also as a condition of this agreement, the
          seller of Grandma Hamman's relinquished his claim to 1,000,000 shares
          of stock as referenced in the original purchase agreement. The value
          of the stock was compromised by the passage of time and reverse stock
          splits, therefore, a dollar value was assigned instead of stock
          issued. This additional $217,500 has been classified on the balance
          sheet as goodwill. Management believes the total estimated fair value
          of all goodwill combined exceeds the book value as reported in these
          financial statements.


                                    F-7
<PAGE>

NOTE 5 -  RECLASSIFICATION AND RESTATEMENTS:

          Selected items in the September 30, 2002 financial statements as
          previously reported have been reclassified and restated to be
          consistent with the audited financial statements as of December 31,
          2002, as well as these unaudited financial statements as of September
          30, 2003.

NOTE 6 -  SUBSEQUENT EVENT:

          $150,000 in funds to be received from the ESIP Plan were reported as
          "Receivable ESIP Stock Plan" as a current asset. These are for stock
          issued by September 30, 2003, the sale proceeds of which were received
          by the Company during October 2003.

          On November 1, 2003, the Company entered into an endorsement agreement
          whereby the celebrity provides endorsement of the Company's products
          for marketing and distribution purposes. The financial impact is
          unknown; however, management believes it will be minimal at worst.





                                    F-8
<PAGE>

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

General
As used herein the term "Company" refers to Gateway Distributors, Ltd., a Nevada
corporation, its subsidiaries and predecessors, unless the context indicates
otherwise. The Company was originally incorporated in the State of Nevada on May
26, 1993. Gateway sold the TRSG Inc shell in exchange for reduction of debt and
purchased the operating assets. On January 7, 2003, the Company created a new
Nevada corporation, The Right Solution Gateway, as one of it's operating
subsidiaries. This operating subsidiary bought the assets from the Company in
exchange for 100% of the common stock of The Right Solution Gateway, it's
subsidiary.

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

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

Retail and store sales are completed through Grandma Hamman's, also a wholly
owned subsidiary of the Company.

The Company believes that through special blends, whole foods, such as grains
and vegetables, can be combined to help produce optimum health. Recent studies
reveal that prevention through health maintenance is a key to enjoying a
healthier lifestyle. However, health challenges today are at an all- time high.
The need for proper nutrition has never been greater. The Company markets whole
food products based on the proposition that pure, natural, unprocessed,
unpreserved, unsprayed, simple, organic foods provide whole food nutrition. The
Company believes that whole food nutrition is the key, the answer, and the
solution to creating a long healthy life. The health care products that the
Company sells are intended to provide nutritional supplementation to the
product's users. The products are not intended to diagnose, treat, cure or
prevent any disease.

Results of Operations

Sales for the Nine Months ended September 30, 2003, were $851,599 compared to
$839,863 for the same period in 2002. Sales for the three months ended September
30, 2003 of $264,000 are down $17,000 from the comparable three months ended
September 30, 2002 of $281,000. This is primarily due to reduced pricing
intended to increase subscriptions to automatic monthly product shipments. The
increase in sales over the nine month period of approximately $11,000 is
attributable to the Company=s maintaining sufficient inventory and the purchase
of it's subsidiary, Grandma Hamman's. The inventory being maintained at
sufficient levels was the result of the Company's diligence in tracking monthly
usage of product, length of time required in manufacturing and delegating
product funding.

Costs of sales were $192,496 for the Nine Months ended on September 30, 2003,
compared to $200,196 for the comparable period in 2002 and for the three months
ended September 30, 2003 were $67,710, a $15,384 decrease from $83,094 for the
same three months in 2002. Cost of sales decreased by


                                      5

<PAGE>

approximately $8,000 for the nine months and $15,384 for the three months due to
the diligence listed above.

Selling, general, and administrative expenses were $1,322,278 for the Nine
Months ended on September 30, 2003 and $2,778,896 for the comparable period in
2002, a decrease of approximately $1,456,000. For the three months ended
September 30, 2003 these expenses were $580,198 a drop of $691,749 compared to
the three months ended September 20, 2002. The primary reason for these
decreases was a drop in professional fees and implementing cost cutting
measures.

Net loss was $793,590 during the Nine Months ended September 30, 2003, compared
to a net loss of $1,878,958 for the comparable period in 2002. The Company's
reduction in the operating loss for the Nine Months ended September 30, 2003, of
approximately $1,085,368 was the result of the reduction in professional fees
and implementing cost cutting measures. The decrease in net loss for the three
months ended September 30, 2003 to $429,719 from a net loss for the three months
ended September 20, 2002 of $885,410 can be attributed to the same factors.

Liquidity and Capital Resources

The Company had a net working capital deficit of $5,107,000 at the end of
September 2003, as compared to a $5,956,000 deficit at the end of December 31,
2002. The Company's working capital deficit decreased $849,000 primarily as a
result of converting debt for stock of $278,000 and proceeds from the sales of
stock.

Cash flow from operations was $(576,295) for the Nine Months ended September 30,
2003, compared with cash flow used in operations of $(871,756) for the
comparable period in 2002, an improvement of $295,000.

Cash flows used in investing activities for the Nine Months ended September 30,
2003 were $(329,988), compared with cash income from investing activities of
$63,346 for the comparable period in 2002, a net change of $393,000.

Cash flow received in financing activities was $968,860 for the Nine Months
ended September 30, 2003 as compared to $805,531 received from the comparable
period in 2002, an increase of $163,000. Due to the Company's cash flow
fluctuations, the Company experiences occasional cash flow shortages. To satisfy
its cash requirements, including the debt service, the Company must periodically
raise funds from external sources. This often involves the Company conducting
exempt offerings of its equity securities.

Impact of Inflation

The Company believes that inflation has had a negligible effect on operations
over the past two years. The Company believes that it can offset inflationary
increases in the cost of materials and labor through increased sales and
improved operating efficiency.

Capital Expenditures

The Company made approximately $152,000 in capital expenditures over the periods
covered by this report.


Going Concern

The Company's ability to continue as a going concern is an issue raised as a
result of continued losses over the years. The Company's ability to continue as
a going concern is subject to the ability of the Company to obtain a profit and
/or obtaining the necessary funding from outside sources. Management is
committed to taking the necessary steps to ensure the Company remains a going
concern. Management's plan to address the Company's ability to continue


                                      6

<PAGE>

as a going concern includes: (1) obtaining additional funding from the sale of
the Companies securities; (2) increasing sales; (3) obtaining loans and grants
from various financial institutions where possible. Although management believes
that it will be able to obtain the necessary funding to allow the Company to
remain a going concern through the methods discussed above, there can be no
assurances that such methods will prove successful.

ITEM 3.  CONTROLS AND PROCEDURES

The Company's president acts both as the Company's chief executive officer and
chief financial officer ("Certifying Officer") and is responsible for
establishing and maintaining disclosure controls and procedures for the Company.
The Certifying Officer has concluded (based on his evaluation of these controls
and procedures as of a date within 90 days of the filing of this report) that
the design and operation of the Company's disclosure controls and procedures (as
defined in Rule 13a-14(c) under the Securities Exchange Act of 1934) are
effective. No significant changes were made in the Company's internal controls
or in other factors that could significantly affect those controls subsequent to
the date of the evaluation, including any corrective actions with regard to
slight deficiencies and material weaknesses. Due to the Certifying Officer's
dual role as chief executive officer and chief financial officer, the Company
has no segregation of duties related to internal controls.

                                   PART II

ITEM 1.  LEGAL PROCEEDINGS


Hilton Hotels Corporation v. Gateway Distributors, Ltd., Sulin International
----------------------------------------------------------------------------
and Team-up, was filed on February 22, 2002, in the District Court of Clark
-----------
County, State of Nevada, Case No. A446948.  The suit sought recovery of a debt
owed by Sulin International that Sulin alleged was the responsibility of the
Company.  On November 13, 2003, in exchange for a payment by the Company in the
sum of $15,000 the matter was resolved and all proceedings dismissed as to the
Company.

Perrin Fordree & Company, P.C. v. Gateway Distributors, Ltd., Circuit Court of
------------------------------------------------------------
Oakland County, State of Michigan, case no. 03-051978-CK was filed on August 20,
2003 by the former independent accountants of the Company.  Suit was filed
alleging unpaid obligations due to the accounting firm by the Company.
Objections to the jurisdiction of the court in Michigan were filed by the
Company and on November 5, 2003 the suit was dismissed based upon a lack of
jurisdiction over the Company in the Michigan court.

Suburban Capital Corporation v. Gateway Distributors, Ltd. and Rick Bailey.
--------------------------------------------------------------------------
A cause of action was filed on October 8, 2003 in the Circuit Court for the
State of Illinois, case No. 2003 CH 001186.  The claim asserts damages in the
amount of $550,000 against the Company for unpaid obligations owed to the
plaintiffs.  The Company and Mr. Bailey have disputed the allegations and will
contest that the amount is owed.  The litigation is pending at this time and the
parties are entering the pre-trial discovery phase of the process.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

On October 1, 2002 the Company filed with the State of Nevada its Certificate of
Determination of the Rights and Preferences of Preferred Stock of Gateway
Distributors, Ltd. for its Series A Convertible Preferred Stock. The designation
provides that the preferred stock shall have voting rights per share equal to
1,000 shares of common stock, requires approval of the preferred stock in any
vote of shareholders and provides for conversion into common based for each
share of preferred equal to common stock with a market value of $1.00.


                                      7

<PAGE>

On July 7, 2003 the board authorized the issuance of 1,350,00 shares of common
stock to Norman Reynolds for professional services provided to the Company
pursuant to the S-8 Registration Statement of the Company.

On July 17, 2003 the board authorized the issuance of 10,000,000 shares of
restricted common stock, each, to Mr. Bailey and to Mr. Ternes, officers of the
Company for services provided to the Company. The shares were issued in reliance
on the exemption from registration under Section 4(2) of the Securities Act of
1933 in a private transaction by the Company which did not involve a public
offering.

On August 13, 2003, the board authorized the issuance of 7,000 shares of
restricted preferred stock, each to Mr. Bailey and to Mr. Ternes, officers of
the Company for services provided to the Company. The shares were issued in
reliance on the exemption from registration under Section 4(2) of the Securities
Act of 1933 in a private transaction by the Company which did not involve a
public offering.

On August 29, 2003, the board authorized the issuance of 12,000 shares of
restricted preferred stock, each, to Mr. Bailey and to Mr. Ternes, officers of
the Company for services provided to the Company. The shares were issued in
reliance on the exemption from registration under Section 4(2) of the Securities
Act of 1933 in a private transaction by the Company which did not involve a
public offering.

On September 4, 2003, the board authorized the issuance of 17,000 shares of
restricted preferred stock, each, to Mr. Bailey and Mr. Ternes, officers of the
Company for services provided to the Company. The shares were issued in reliance
on the exemption from registration under Section 4(2) of the Securities Act of
1933 in a private transaction by the Company which did not involve a public
offering.

During the quarter ended September 30, 2003, the Company issued 146,670,000
shares of its common stock to employees of the Company pursuant to the ESIP of
the Company.

SUBSEQUENT EVENTS

Subsequent to the end of the quarter ending September 30, 2003 the Company
issued 109,692,800 shares of its common stock to employees of the Company
pursuant to the ESIP of the Company.

On October 6, 2003 the board authorized the issuance of 35,000 shares of
restricted preferred stock, each, to Mr. Bailey and to Mr. Ternes, officers of
the Company for services provided to the Company. The shares were issued in
reliance on the exemption from registration under Section 4(2) of the Securities
Act of 1933 in a private transaction by the Company which did not involve a
public offering.

On October 22, 2003 the board authorized the issuance of 42,000 shares of
restricted preferred stock, each, to Mr. Bailey and to Mr. Ternes, officers of
the Company for services provided to the Company. The shares were issued in
reliance on the exemption from registration under Section 4(2) of the Securities
Act of 1933 in a private transaction by the Company which did not involve a
public offering.

ITEM 5.   OTHER INFORMATION

During August and September 2003, the Company issued 72,000 shares of restricted
preferred stock to officers. The Board of Directors approved preferred stock
rather than common stock for compensation which was assigned in the issuing
resolutions a value of 1,000 shares of common stock to each share of preferred
stock. This restricted stock has been issued with a restrictive legend.
Consequently for accounting purposes no exact value can be determined for this
restricted preferred stock issued. However a nominal amount of $7,200 has been
assigned for accounting purposes as the value for this preferred stock as issued
through September 30, 2003.



                                      8

<PAGE>

During July 2003, the Company entered into additional negotiations with the
Seller of Grandma Hamman's, a wholly owned subsidiary of the Company. The
Company acquired Grandma Hamman's on August 15, 200, 2. The Company has agreed
to pay an additional $217,500 towards the purchase of Grandma Hamman's to expand
the acquisition to all intangible assets of Grandma Hamman's. The original
agreement containing $85,000 due to the owner was eliminated. Also as a
condition of this agreement, the seller of Grandma Hamman's relinquished his
claim to 1,000,000 shares of stock as referenced in the original purchase
agreement. The value of the stock was compromised by the passage of time and
reverse stock splits, therefore, a dollar value was assigned instead of stock
issued. This additional $217,500 has been classified on the balance sheet as
goodwill. Management believes the total estimated fair value of all goodwill
combined exceeds the book value as reported in these financial statements.

On August 12, 2003, an asset purchase agreement was finalized and signed between
the Company and it's subsidiary The Right Solution Gateway transferring the
Company's assets to the subsidiary in exchange for one hundred percent of the
subsidiary's stock. The agreement is retroactive to January 1, 2003 effective
date.

On July 3, 2003, the Company gave to Los Cabos Freedom Movement LLC a promissory
note in the face amount of $200,000, bearing interest at the rate of 8% per
annum. Monthly payments in the sum of $1,672.88 are due through August 1, 2023
when final payment on the note shall be due.

On July 7, 2003, the Company entered into an Employment Agreement with Blaine
Wendtland to serve as an account executive for the Company. As compensation the
Company has agreed to pay to Mr. Wendtland 15% of the net profit on total sales
of the Company during the term of his employment.

On July 17, 2003, the Company entered into a ten year consulting agreement with
Jack M. Zufelt whereby he agreed to provide training, selling and multi-level
marketing solutions through March 2004 and to sell certain goods and merchandise
to the Company, in exchange for payments totaling $104,000 in weekly payments of
$8,666 each.. On August 12, 2003 a consulting agreement was signed to commit Mr.
Zufelt to a ten year contract to provide training for the company distributors.
The financial impact is unknown; however, management believes it will be minimal
at worst.

On September 9, 2003, the Company entered into an agreement with Tropical
Beverages, a manufacturer to produce all of it's liquid products at a greatly
reduced cost to the Company and to approve the Company as a vendor of the Nitro
H20 products of Tropical. The agreement included a provision for future exchange
of stock between the Companies based upon market evaluations.

On August 20, 2003 the Company received written approval from Purified Water to
Go Headquarters for the Company to act as a vendor and provide Purified Water to
Go products for distribution in retail stores.

On September 23, 2003 the Company extended the agreement with Mahakam Beta
Forma, one of its international distributors, for exclusive marketing rights in
Indonesia through 2005, provided that certain sales goals are met.

On November 1, 2003, the Company entered into an endorsement agreement with
Bruce Jenner whereby the Mr. Jenner provides endorsement of the Company's
products for marketing and distribution purposes. The agreement provides that
the specific terms of the contract are confidential.




                                      9

<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)Exhibits

          Exhibits required to be attached by Item 601 of Regulation S-B are
          listed in the Index to Exhibits on page 10 of this Form 10-QSB, and
          are incorporated herein by this reference.

(b)Reports on Form 8-K.

          The Company filed no reports on Form 8-K during the period covered by
this report.




                                  SIGNATURES

          In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, this 18th day of November 2003.


                        Gateway Distributors, Ltd.


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





                                      10

<PAGE>

INDEX TO EXHIBITS

Exhibit Page


No.          No.  Description
----------- ----- --------------------------------------------------------------
3(i)(a)      *    Amended and Restated Articles of Incorporation of the
                  Company as amended and bylaws are herein incorporated by
                  reference from the Company's Form 10-SB/A filed December 15,
                  1999.
3(i)(b)      *    Bylaws of the Company, as amended. and incorporated by
                  reference from the Company's Form 10-SB/A filed December 15,
                  1999.
4(i)         14   Certificate of Determination of the Rights and Preferences
                  of Preferred Stock of Gateway Distributors, Ltd.
Material Contracts
10(ii)       *    Employment Agreement dated July 07, 2003 By and between
                  Gateway Distributors and Blaine Wendtland, incorporated by
                  reference from the 10-QSB filed for the quarter ended June 30,
                  2003.
10(iii)      *    Promissory Note for $17,500 dated July 03, 2003 between Ed
                  Wendtland (Lender) and Grandma Hamman's (the "Borrower"),
                  incorporated by reference from the 10-QSB filed for the
                  quarter ended June 30, 2003
10(iv)       *    Promissory note for $200,000 dated July 03, 2003 between
                  Gateway Distributors (Borrower) and Los Cabos Freedom Movement
                  (Lender), incorporated by reference from the 10-QSB filed for
                  the quarter ended June 20, 2003.
10(v)        *    Consulting Agreement dated July 17, 2003 between The Right
                  Solutions Gateway and Jack M. Zufelt, incorporated by
                  reference form the 10-QSB filed for the quarter ended June 30,
                  2003.
10(vi)       *    Asset Purchase Agreement dated August 11, 2003 between
                  Gateway Distributors Ltd and The Right Solution, incorporated
                  by reference from the 10-QSB filed for the quarter ended June
                  30, 2003..
10(vii)      21   Agreement dated September 9, 2003 between the company and
                  Tropical Beverages.
10(viii)     24   September 23, 2003 Agreement to extend the exclusive
                  marketing rights of Mahakam Beta Forma in Indonesia through
                  the year 2005.

31(i)        14   Statement required by 18 U.S.C. Section 1350, as adopted
                  pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
32(i)        13   Certification of Chief Executive Officer and Chief
                  Financial Officer * Previously filed as indicated and
                  incorporated herein by reference from the referenced filings
                  previously made by the Company.



                                      12

<PAGE>
Exhibit 32(i)
                                CERTIFICATIONS

I, Richard Bailey, certify that:

   1. I have reviewed this quarterly Report on Form 10-QSB of Gateway
Distributors Ltd.;

   2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

   3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

   4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

   (a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

   (b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

   (c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

   5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):

   (a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

   (b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

   6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 18, 2003

/s/ Rick Bailey
---------------------
CEO and CFO



                                      12

<PAGE>

Exhibit 31(i)
                          CERTIFICATION PURSUANT TO
                              18 U.S.C. ss. 1350,
                            AS ADOPTED PURSUANT TO
                SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard Bailey, Chief Executive Officer and Chief Financial Officer of
Gateway Distributors, Ltd., (the "Registrant"), do hereby certify in accordance
with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, based on my knowledge:  (1) the Quarterly Report on Form
10-QSB of the Registrant, to which this certification is attached as an exhibit
(the ""Report""), fully complies with the requirements of section 13(a) of the
Securities Exchange Act of 1934; and (2) the information contained in the Report
fairly presents, in all material respects, the financial condition and results
of operations of the Registrant.

/s/  Richard Bailey
-------------------
Richard Bailey
CEO and CFO
November 18, 2003



                                      13

<PAGE>

Exhibit 4(i)

                         CERTIFICATE OF DETERMINATION
               OF THE RIGHTS AND PREFERENCES OF PREFERRED STOCK
                        OF GATEWAY DISTRIBUTORS, LTD.


      WHEREAS, the Articles of Incorporation of GATEWAY DISTRIBUTORS, LTD., a
corporation organized and existing under the laws of Nevada (the "Company"), as
amended, provide that the Company has authorized One Million (1,000,000) shares
of par value $0.001 preferred stock ("Preferred Stock") and, further, that the
designation, powers, preferences and relative participating, option or other
special rights and qualification, limitations or restrictions of the shares of
such Preferred Stock may be issued from time to time in one or more series, each
of such series to have such voting powers, designation, preferences, and
relative participating, optional or other special rights and the qualifications,
limitations or restrictions thereof, as expressed herein or in a resolution or
resolutions, providing for the issuance of such series, adopted by the
directors; and

      WHEREAS, THE COMPANY DOES HEREBY CERTIFY that pursuant to the authority
contained in its Articles of Incorporation, and in accordance with the
provisions of applicable law of Nevada, the Company's directors have duly
adopted the following resolutions determining the Designations, Rights and
Preferences of a special class of its authorized Preferred Stock, herein
designated as Series A Convertible participating Preferred Stock.

      "RESOLVED, that pursuant to the authority vested in the directors of this
Company by its Articles of Incorporation, a special class of preferred stock of
the Company be and is hereby created out of the 1,000,000 shares of Preferred
Stock available for issuance, such series to be designated as Series A
Convertible Preferred Stock (the "Series A Preferred"), consisting of Two
Hundred Thousand (200,000) shares, of which the preferences and relative rights
and qualifications, limitations or restrictions thereof (in addition to those
set forth in the Company's Articles of Incorporation), shall be as follows:

1.    DEFINITIONS

      Common Stock. The term "Common Stock" shall mean all shares now or
      hereafter authorized of any class of Common Stock of the Company and any
      other stock of the Company, howsoever designated, authorized after the
      Issue Date, which has the right (subject always to prior rights of any
      class or series of Preferred Stock) to participate in the distribution of
      the assets and earnings of the Company without limit as to per share
      amount.

      Issue Date. The term "Issue Date" shall mean the date that shares of
      Series A Preferred are first issued by the Company.

      Junior Stock. The term "Junior Stock" shall mean, for purposes of these
      resolutions, any class or series of stock of the Company authorized after
      the Issue Date not entitled to receive any dividends in any dividend
      period unless any dividends required to have been paid or declared and set
      apart for payment on the Series A Preferred shall have been so paid or
      declared and set apart for payment and, for purposes of these resolutions,
      shall mean Common Stock and any other class or series of stock of the
      Company authorized after the Issue Date not entitled to receive any assets
      upon liquidation, dissolution or winding up of the affairs of the Company
      until the Series A Preferred shall have received the entire amount to
      which such stock is entitled upon such liquidation, dissolution or winding
      up.

      Parity Stock. The term "Parity Stock" shall mean, for purposes of these
      resolutions the Common Stock and any other class or series of stock of the
      Company authorized after the Issue Date entitled to receive payment of
      dividends subject only to those preferential rights of dividends granted
      to the Series A Preferred and, for purposes of these resolutions, shall
      mean any class or series of stock of the Company authorized after the
      Issue Date entitled to receive assets upon liquidation, dissolution or
      winding up of the affairs of the Company subject to only those
      preferential rights and preference granted to the Series A Preferred.



                                      14

<PAGE>

      Senior Stock. The term "Senior Stock" shall mean, for purposes of these
      resolutions, any class or series of stock of the Company authorized before
      the Issue Date of the Series A Preferred except for those preferential
      rights as granted herein but the right to receive dividends providing all
      dividends granted to the Series A Preferred shall have been paid or set
      aside to be paid, and, for purposes of these resolutions, shall mean any
      class or series of stock of the Company authorized after the Issue Date
      ranking equal to the Series A Preferred and the right to participate in
      any distribution upon liquidation, dissolution or winding up of the
      affairs of the Company except for those preferential rights granted to the
      Series A Preferred herein.

2.    Rights, Powers and Preferences

      The Series A Preferred shall have the voting powers, preferences and
      relative, participating, optional and other special rights,
      qualifications, limitations and restrictions as follows:

      A.    Designation and Amount. All of the present authorized Two Hundred
            Thousand (200,000) shares of par value $0.001 preferred stock shall
            be designated as shares of "Series A Convertible Preferred Stock".

      B.    Rank. The Series A Preferred shall be senior to the Common Stock and
            any other series or class of the Company's Preferred Stock.

      C.    Liquidation Rights.

            (i)   In the event of any liquidation, dissolution, or winding up of
                  the Company, whether voluntary or involuntary, the holders of
                  the Series A Preferred then outstanding shall be entitled to
                  be paid out of the assets of the Company available for
                  distribution to its shareholders, before any payment or
                  declaration and setting apart for payment of any amount shall
                  be made in respect of any outstanding capital stock of the
                  Company, an amount equal to One Dollar ($1.00) per share, plus
                  the Redemption provision (as defined below).  Then all of the
                  assets of the Company available to be distributed shall be
                  distributed ratably to the holders of the Series A Preferred
                  and then to the holders of other outstanding shares of capital
                  stock of the Company.  If upon any liquidation, dissolution,
                  or winding up of the Company, whether voluntary or
                  involuntary, the assets to be distributed to the holders of
                  the Series A Preferred shall be insufficient to permit the
                  payment to the holders thereof the full preferential amount as
                  provided herein, then such available assets shall be
                  distributed ratably to the holders of the Series A Preferred.

            (ii)  None of the following events shall be treated as or deemed to
                  be a liquidation hereunder:

                  (a) A merger, consolidation or reorganization of the Company;

                  (b)   A sale or other transfer of all or substantially all of
                        the Company's assets;

                  (c)   A sale of 50% or more of the Company's capital stock
                        then issued and outstanding;

                  (d)   A purchase or redemption by the Company of stock of any
                        class; or

                  (e)   Payment of a dividend or distribution from funds legally
                        available therefor.

      D.    Voting Rights. In all matters the Series A Preferred shall have the
            same voting rights as the Common Stock on a one thousand-for-one
            basis and any proposal upon which a vote of shareholders is taken
            must receive a majority of the votes from both the Series A
            Preferred shares and the Common Stock to be approved. If the Company
            effects a stock

                                      15

<PAGE>





            split which either increases or decreases the number of shares of
            Common Stock outstanding and entitled to vote, the voting rights of
            the Series A Preferred shall not be subject to adjustment unless
            such stock split shall be applied to the Series A Preferred.

3.    Dividends

      The holders of the Series A Preferred shall be entitled to receive Common
      Stock dividends when, as, and if declared by the directors of the Company,
      to be paid in cash or in Market Value of the Company's common stock at the
      election of the Company. "Market Value", for the purposes of this
      Certificate of Determination shall mean the average of the bid and ask
      prices for the common stock of the Company for the five business days
      preceding the declaration of a dividend by the Board of Directors.

      Without prior written consent of the majority of the holders of Series A
      Preferred, so long as any shares of Series A Preferred shall be
      outstanding, the Company shall not declare or pay on any Junior Stock any
      dividend whatsoever, whether in cash, property or otherwise, nor shall the
      Company make any distribution on any Junior Stock, nor shall any Junior
      Stock be purchased or redeemed by the Company or any of its subsidiaries
      of which it owns not less than 51% of the outstanding voting stock, nor
      shall any monies be paid or made available for a sinking fund for the
      purchase or redemption of any Junior Stock, unless all dividends to which
      the holders of Series A Preferred shall have been entitled for all
      previous dividend periods shall have been paid or declared and a sum of
      money sufficient for the payment thereof and the Redemption Price is set
      apart.

4.    Conversion

      The Series A Preferred shall have the following conversion rights (the
        "Conversion Rights"):

      A.    Holder's Optional Right to Convert. Each share of Series A Preferred
            shall be convertible, at the option of the holder(s), on the
            Conversion Basis in effect at the time of conversion. Such right to
            convert shall commence as of the Issue Date and shall continue
            thereafter for a period of ten years, such period ending on the
            tenth anniversary of the Issue Date. In the event that the holder(s)
            of the Series A Preferred elect to convert such shares into Common
            Stock, the holder(s) shall have sixty (60) days from the date of
            such notice in which to tender their shares of Series A Preferred to
            the Company.

      B.    Conversion Basis. Each share of Series A Preferred shall be
            convertible into that number of shares of the Company's Common
            Stock, equal in Market Value to One Dollar ($1.00).

      C.    Mechanics of Conversion.  Before any holder of Series A Preferred
            shall be entitled to convert the same into shares of Common Stock,
            such holder shall  (i)  give written notice to the Company, at the
            office of the Company or of its transfer agent for the Common Stock
            or the Preferred Stock, that he elects to convert the same and shall
            state therein the number of shares of Series A Preferred being
            converted; and  (ii)  surrender the certificate or certificates
            therefor, duly endorsed.  Thereupon the Company shall promptly issue
            and deliver to such holder of Series A Preferred a certificate or
            certificates for the number of shares of Common Stock to which such
            holder shall be entitled.  The conversion shall be deemed to have
            been made and the resulting shares of Common Stock shall be deemed
            to have been issued immediately prior to the close of business on
            the date of such notice and surrender of the shares of Series A
            Preferred.

      D.    Adjustments to the Conversion Basis.

            (i)   Stock Splits and Combinations. At any time after the Company
                  first issues the Series A Preferred and while any of the
                  shares of Series A Preferred remain outstanding, if the
                  Company shall effect a subdivision or combination of the
                  Common Stock subject to the Protective Provisions (as defined
                  below), the Conversion Basis then in effect immediately before
                  that subdivision or

                                      16

<PAGE>

                  combination shall be proportionately adjusted. Any adjustment
                  shall become effective at the close of business on the date
                  the subdivision or combination becomes effective.

            (ii)  Reclassification, Exchange or Substitution. At any time after
                  the Company first issues the Series A Preferred and while any
                  of the shares of Series A Preferred remain outstanding, if the
                  Common Stock issuable upon the conversion of the Series A
                  Preferred shall be changed into the same or a different number
                  of shares of any class or classes of stock, whether by capital
                  reorganization, reclassification, or otherwise (other than a
                  subdivision or combination of shares or stock dividend
                  provided for above, or a reorganization, merger,
                  consolidation, or sale of assets), then and in each such event
                  the holder of each share of Series A Preferred shall have the
                  right thereafter to convert such shares into the kind and
                  amount of shares of stock and other securities and property
                  receivable upon such reorganization, reclassification, or
                  other change, by holders of the number of shares of Common
                  Stock into which such shares of Series A Preferred might have
                  been converted immediately prior to such reorganization,
                  reclassification, or change, all subject to further
                  adjustments as provided herein.

            (iii) Reorganization, Mergers, Consolidations or Sales of Assets. At
                  any time after the Company first issues the Series A Preferred
                  and while any of such shares remain outstanding, if there
                  shall be a capital reorganization of the Common Stock (other
                  than a subdivision, combination, reclassification, or exchange
                  of shares), or a merger or consolidation of the Company with
                  or into another Company, or the sale of all or substantially
                  all of the Company's assets to any other person, then as a
                  part of such reorganization, merger, consolidation, or sale,
                  provision shall be made so that the holders of the Series A
                  Preferred thereafter shall be entitled to receive upon
                  conversion of the Series A Preferred, the number of shares of
                  stock or other securities or property of the Company, or of
                  the successor Company resulting from such merger or
                  consolidation or sale, to which a holder of Series A Preferred
                  deliverable upon conversion would have been entitled on such
                  capital reorganization, merger, consolidation, or sale.

      E.    Notices of Record Date.  In the event of any reclassification or
            recapitalization of the capital stock of the Company, any merger or
            consolidation of the Company, or any transfer of all or
            substantially all of the assets of the Company to any other Company,
            entity, or person, or any voluntary or involuntary dissolution,
            liquidating, or winding up  of the Company, the Company shall mail
            to each holder of Series A Preferred at least 30 days prior to the
            record date specified therein, a notice specifying the date on which
            any such reorganization, reclassification, transfer, consolidation,
            merger, dissolution, liquidation, or winding up is expected to
            become effective, and the time, if any is to be fixed, as to when
            the holders of record of Common Stock (or other securities) shall be
            entitled to exchange their shares of Common Stock (or other
            securities) for securities or other property deliverable upon such
            reorganization, reclassification, transfer, consolidation, merger,
            dissolution, liquidation, or winding up.

      F.    Fractional Shares. No fractional shares of Common Stock shall be
            issued upon conversion of the Series A Preferred. In lieu of any
            fractional shares to which the holder would otherwise be entitled,
            the Company shall pay cash equal to the product of such fraction
            multiplied by the fair market value of one share of the Company's
            Common Stock on the date of conversion, as determined in good faith
            by the Company's directors.

      G.    Reservation of Stock Issuable Upon Conversion. At such time as the
            Company increases its authorized capital resulting in a sufficient
            number of shares of Common Stock becoming available for the
            conversion of the Series A Preferred, the Company shall reserve and
            keep available out of its authorized but unissued shares of Common
            Stock, solely for the purpose of effecting the conversion of the
            shares of the Series A Preferred, a number of its shares of Common
            Stock as shall from time to time be sufficient to effect the
            conversion of all outstanding shares of the Series A Preferred.

                                      17

<PAGE>

5.    Protective Provisions

      Notwithstanding anything contained herein to the contrary, including but
      not limited to paragraph 4.D above, so long as any of the Series A
      Preferred shall be outstanding, the Company shall not without first
      obtaining the approval (by vote or written consent, as provided by law) of
      the holders of at least two-thirds of the total number of shares of Series
      A Preferred outstanding:

      A.    Alter or change the rights, preferences or privileges of the Series
            A Preferred by way of reverse stock split, reclassification, merger
            consolidation or otherwise, so as to adversely affect in any manner
            the voting rights including number of votes presently allowed or the
            conversion basis by which the shares of Series A Preferred are
            presently converted into shares of Common Stock.

      B.    Increase the authorized number of Series A Preferred.

      C.    Create any new class of shares having preferences over or being on a
            parity with the Series A Preferred as to dividends or assets, unless
            the purpose of creation of such class is, and the proceeds to be
            derived from the sale and issuance thereof are to be used for, the
            retirement of all Series A Preferred then outstanding.

      D.    Repurchase any of the Company's Common Stock.

      E.    Merge or consolidate with any other Company, except into or with a
            wholly-owned subsidiary of the Company with the requisite
            shareholder approval.

      F.    Sell, convey or otherwise dispose of, or create or incur any
            mortgage, lien, charge or encumbrance on or security interest in or
            pledge of, or sell and leaseback, all or substantially all of the
            property or business of the Company.

      G.    Incur, assume or guarantee any indebtedness (other than such as may
            be represented by the obligation to pay rent under leases) maturing
            more than 18 months after the date on which it is incurred, assumed
            or guaranteed by the Company, except purchase money obligations,
            obligations assumed as part of the price of property purchased, or
            the extension, renewal or refunding of any thereof.

6.    Redemption

      Subject to the applicable provisions of Nevada law, the Company, at the
      option of its directors, and with th econsent of a majority of the
      shareholders of Class A Preferred Stock, may at any time or from time to
      time redeem the whole or any part of the outstanding Series A Preferred.
      Upon redemption the Company shall pay for each share redeemed the amount
      of One Dollar ($1.00) per share, payable in cash, plus a premium to
      compensate the original purchaser(s) for the investment risk and cost of
      capital equal to the greater of (a) Three Dollars ($3.00) per share, or
      (b) an amount per share equal to fifty percent (50%) of the market
      capitalization of the Company on the date of notice of such redemption
      divided by 200,000 (the "Redemption Premium"), the redemption amount and
      the Redemption Premium hereinafter being referred to as the "Redemption
      Price." Such redemption shall be on an all-or-nothing basis.

            At least thirty (30) days previous notice by mail, postage prepaid,
            shall be given to the holders of record of the Series A Preferred to
            be redeemed, such notice to be addressed to each such shareholder at
            the address of such holder appearing on the books of the Company or
            given by such holder to the Company for the purpose of notice, or if
            no such address appears or is given, at the place where the
            principal office of the Company is located. Such notice shall state
            the date fixed for redemption and the redemption price, and shall
            call upon the holder to surrender to the Company on said date at the
            place designated in the notice such holder's certificate or
            certificates representing the shares to be redeemed. On or after the
            date fixed for redemption and stated in such notice, each holder of
            Series A Preferred called for redemption shall surrender the
            certificate evidencing such shares to the Company at the place
            designated in such notice and shall thereupon

                                      18

<PAGE>

            be entitled to receive payment of the redemption price. If less than
            all the shares represented by any such surrendered certificate are
            redeemed, a new certificate shall be issued representing the
            unredeemed shares. If such notice of redemption shall have been duly
            given, and if on the date fixed for redemption funds necessary for
            the redemption shall be available therefore, notwithstanding that
            the certificates evidencing any Series A Preferred called for
            redemption shall not have been surrendered, the dividends with
            respect to the shares so called for redemption shall forthwith after
            such date cease and determine, except only the right of the holders
            to receive the redemption price without interest upon surrender of
            their certificates therefore.

            If, on or prior to any date fixed for redemption of Series A
            Preferred, the Company deposits, with any bank or trust company as a
            trust fund, the number of shares of Common Stock of a sum sufficient
            to redeem, on the date fixed for redemption thereof, the shares
            called for redemption, with irrevocable instructions and authority
            to the bank or trust company to give the notice of redemption
            thereof (or to complete the giving of such notice if theretofore
            commenced) and to pay, or deliver, on or after the date fixed for
            redemption or prior thereto, the redemption price of the shares to
            their respective holders upon the surrender of their share
            certificates, then from and after the date of the deposit (although
            prior to the date fixed for redemption), the shares so called shall
            be redeemed and any dividends on those shares shall cease to accrue
            after the date fixed for redemption. The deposit shall constitute
            full payment of the shares to their holders and from and after the
            date of the deposit the shares shall no longer be outstanding and
            the holders thereof shall cease to be shareholders with respect to
            such shares, and shall have no rights with respect thereto except
            the right to receive from the bank or trust company payment of the
            redemption price of the shares without interest, upon the surrender
            of their certificates therefore. Any interest accrued on any funds
            so deposited shall be the property of, and paid to, the Company. If
            the holders of Series A Preferred so called for redemption shall
            not, at the end of six years from the date fixed for redemption
            thereof, have claimed any funds so deposited, such bank or trust
            company shall thereupon pay over to the Company such unclaimed
            funds, and such bank or trust company shall thereafter be relieved
            of all responsibility in respect thereof to such holders and such
            holders shall look only to the Company for payment of the redemption
            price.

7.    Reissuance

      No share or shares of Series A Preferred acquired by the Company by reason
      of conversion or otherwise shall be reissued as Series A Preferred, and
      all such shares thereafter shall be returned to the status of undesignated
      and unissued shares of Preferred Stock of the Company.

8.    Headings or Subdivisions

      The heading of the various subdivisions hereof are for convenience of
      reference only and shall not affect the interpretation of any of the
      provisions hereto.

9.    Severability of Provisions

      If any right, preference or limitation of the Series A Preferred set forth
      in this resolution (as such resolution may be amended from time to time)
      is invalid, unlawful or incapable of being enforced by reason of any rule
      of law or public policy, all other rights, preferences and limitations set
      forth in this resolution (as so amended) which can be given effect without
      the invalid, unlawful or unenforceable right, preference or limitation
      shall, nevertheless, remain in full force and effect, and no right,
      preference or limitation herein set forth shall be deemed dependent upon
      any other such right, preference or limitation unless so expressed herein.

10.   Status of Reacquired Stock

      Shares of Series A Preferred which have been issued and reacquired in any
      manner shall, upon compliance with any applicable provisions of Nevada
      law, have the status of authorized and unissued shares of Preferred Stock
      and may be redesignated and reissued in any series or class."



                                      19

<PAGE>

IN WITNESS WHEREOF, the undersigned Directors of Gateway Distributors, Ltd., a
Nevada corporation, did hereby execute this Certificate effective the 01 day of
October, 2002.

Richard Bailey, Director   /s/ Richard Bailey
                           ------------------

Florian Ternes, Director   /s/ Florian Ternes
                           ------------------

                                      20

<PAGE>

Exhibit 10(vii)


                                   AGREEMENT

THIS AGREEMENT (the "Agreement") is made this 09th day of September 2003, by and
between Gateway Distributors LTD, a Nevada corporation ("Company") and, Tropical
Beverage ("Manufacturer")

WHEREAS, Company and Manufacturer have heretofore agreed to a letter of intent
to proceed with closure to be finalized within the next two weeks.

WHEREAS, it is the intent of Company and Manufacturer (the "Parties") to enter
into a agreement which will supercede and replace any and all existing
contracts, notes and agreement, whether written or oral, which have heretofore
existed between the Parties, their agents and assigns; and

WHEREAS, it is the intent that this agreement, and any subsequent amendments or
addendums thereto, shall govern all subsequent dealings between the Parties; and

WHEREAS, the Company desires to enter into a business relationship with the
Manufacturer on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration,
including, but not limited to, the cancellation of all previous contracts, notes
and agreements between and among the Parties, the receipt and sufficiency of
which is hereby acknowledged, the Company and Manufacturer agree as follows:

1. The Company hereby agrees to purchase all liquid products exclusively from
   the Client.
2. Client will guarantee prices that are competitive
3. Company will be approved as an approved vendor for the Clients Nitro H2O
   product.
4. Stock will be exchanged between the Company and Client based on market
   evaluation.

Indemnification

Subject to the provisions herein, the Company and Manufacturer agree to
indemnify, defend and hold each other harmless from and against all demands,
claims, actions, losses, damages, liabilities, costs and expenses, including
without limitation, interest, penalties and attorneys' fees and expenses
asserted against or imposed or incurred by either party by reason of or
resulting from any action or a breach of any representation, warranty, covenant,
condition, or agreement of the other party to this Agreement.

Manufacturer's extent of indemnification to Company shall also include, but not
be limited to (a) all expenses (including attorney's fees), judgments, fines,
and other sums paid and necessarily incurred with respect to any proceeding
(civil, criminal, administrative, or investigative) in which Company is made a
party which may be based upon claims that (i) Company publicly disseminated any
information about the Company, which information was provided to Company


                                      21

<PAGE>

by the Company; or (ii) is based upon the dissemination of information by the
Company without the approval of Company; or (iii) is based upon the failure of
the Company to disseminate information; or (iv) results from the failure of the
Company, its officers, employees or agents other than Company misstating a
material fact or omitting to state a material fact in information disseminated
to the public; and (b) all reasonable costs of settlement in any such
proceeding.

Company's and Company's right to indemnification is not exclusive of any other
rights to which either may be entitled, and all rights to indemnification
created by this agreement or at law shall have mutual application.

It is expressly understood that Company has no responsibility for any statement
which may be made or disseminated to any third person or to the public by the
Company or any officer, agent, employee, or entity of the Company other than
Company, unless Company has, specifically approved such statement in writing
prior to its dissemination.

Miscellaneous Provisions

   A. Gender. Wherever the context shall require, all words herein in the
      masculine gender shall be deemed to include the feminine or neuter gender,
      all singular words shall include the plural, and all plural shall include
      the singular.
   B. Severability. If any provision hereof is deemed unenforceable by a court
      of competent jurisdiction, the remainder of this Agreement, and the
      application of such provision in other circumstances shall not be
      affected thereby.
   C. Further Cooperation. From and after the date of this Agreement, each of
      the parties hereto agrees to execute whatever additional documentation or
      instruments as are necessary to carry out the intent and purposes of
      this Agreement or to comply with any law.
   D. Waiver. No waiver of any provision of this Agreement shall be valid unless
      in writing and signed by the waiving party. The failure of any party at
      any time to insist upon strict performance of any condition, promise,
      agreement or understanding set forth herein, shall not be construed as
      a waiver or relinquishment of any other condition, promise, agreement
      or understanding set forth herein or of the right to insist upon strict
      performance of such waived condition, promise, agreement or
      understanding at any other time.
   E. Expenses. Except as otherwise provided herein, each party hereto shall
      bear all expenses incurred by each such party in connection with this
      Agreement and in the consummation of the transactions contemplated hereby
      and in preparation thereof.
   F. Amendment. This Agreement may only be amended or modified at any time, and
      from time to time, in writing, executed by the parties hereto.
   G. Notices. Any notice, communication, request, reply or advice (hereinafter
      severally and collectively called "Notice") in this Agreement provided or
      permitted to be given, shall be made or be served by delivering same by
      overnight mail or by delivering the same by a hand-delivery service,
      such Notice shall be deemed given when so delivered. For all purposes
      of Notice, the addresses of the parties set out below their signatures
      herein shall be their addresses unless later advised in writing.
   H. Captions. Captions herein are for the convenience of the parties and shall
      not affect the interpretation of this Agreement.
   I. Counterpart Execution.  This Agreement may be executed in two or more
      counterparts, each of which shall be deemed an original, but all of
      which together shall constitute one and the same instrument and this
      Agreement may be executed by fax.


                                      22

<PAGE>

   J. Assignment. This Agreement is not assignable without the written consent
      of the parties.
   K. Parties in Interest. Provisions of this Agreement shall be binding upon
      and inure to the benefit of and be enforceable by the parties, their
      heirs, executors, administrators, other permitted successors and assigns,
      if any. Nothing contained in this Agreement, whether express or implied,
      is intended to confer any rights or remedies under or by reason of this
      Agreement on any persons other than the parties to it and their
      respective successors and assigns, not is anything in this Agreement
      intended to relieve or discharge the obligation or liability of any
      third persons to any party to this Agreement, not shall any provision
      give any third persons any right of subrogation over, or action
      against, any party to this Agreement.
   L. Entire Agreement. This Agreement constitutes the entire agreement and
      understanding of the parties on the subject matter hereof and
      supercedes all prior agreements and understandings on the subject
      thereof.
   M. Construction. The parties hereto agree to cooperate with one another in
      respect of this Agreement, including reviewing and executing any document
      necessary for the performance of this Agreement, to comply with law or
      as reasonably requested by any party hereto, or legal counsel to any
      party hereto.
   N. Cooperation. The parties hereto agree to cooperate with one another in
      respect of this Agreement, including reviewing and executing any document
      necessary for the performance of this Agreement, to comply with law or as
      reasonably requested by any party hereto, or legal counsel to any party
      hereto.
   O. Independent Legal Counsel. Company will retain legal counsel and be
      responsible for handling any legal issues related to the Company's
      filings, audits, public relations issues, or legal actions by anyone
      regarding services or advice given by Company to the Company. This
      provision will apply to all agreements between Company and the Company,
      past, present or future and applies to all subsidiaries of the Company.
      The parties hereto agree that (i) each has retained independent legal
      counsel in connection with the preparation of this Agreement, (ii) each
      has been advised of the importance of retaining legal counsel, and (iii)
      by the execution of this Agreement, each party who has not retained
      independent legal counsel acknowledges having waived such right.
   P. Choice of Law/Venue. The law of the State of Nevada shall apply to this
      Agreement without reference to conflict of law principles, and the sole
      venue for any dispute or suit between the parties shall be a court of
      competent jurisdiction in the location of the COMPANY in Nevada.


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

Gateway Distributors LTD                  Tropical Beverage

      /s/ Rick Bailey                         /s/ Mark Millsap
      ---------------                         ----------------
By:   Rick Bailey                       By:   Mark Millsap

Title:President / CEO                   Title:President

Date: _________________                 Date: _________________

                                      23

<PAGE>

Exhibit 10 (viii)


[GRAPHIC OMITTED]                    THE
                                RIGHT SOLUTION
                             on the cutting edge


                       MASTER DISTRIBUTORSHIP INDONESIA



September 23, 2003


The Right Solution (hereafter referred to as "TRS") wishes to assure itself of
the continued service of Mahakam Beta Forma (hereafter referred to as "Master
Distributor") and/or assignee. PARTIES agreed as follows:


TRS TERMS

1.    NO COMPETE - Master Distributor agrees that all products introduced
      through Mahakam Beta Forma are sole ownership of TRS. Any purchase of
      these products and / or similar products from another company will void
      this agreement.

2.    Purchase Price - Pricing to Master Distributorship will be determined
      based on monthly volumes of sales and will be agreed to by both parties
      once this agreement is finalized. The sale price for the end user will be
      at the discretion of the Master Distributor as long as it does not exceed
      the TRS market pricing internationally.

3.    Private Labeling -TRS will be maintained on all labels and any changes
      require written approval by the President of TRS.

4.    Distribution Rights - Master Distributor will maintain the right to have
      all sales come through their operations for Indonesia. All sales will
      continue to go through Master Distributor operations as long as volume is
      maintained at the following levels:

         a. Minimum of $2,000 per month after first 90 days
         b. Minimum of $5,000 per month after a one year period
         c. Minimum of $20,000 plus per month after two years
         d. Minimum of $100,000 per month after five years




             Gateway Distributors, Ltd. d.b.a. The Right Solution
                       3035 East Patrick Lane, Suite 14
                            Las Vegas, Nevada 89120
                   Telephone: 702-398-9316 Fax: 702-940-1029

                                      24

<PAGE>

5. Compensation Plan - Master Distributor will be placed at the top of the
marketing plan for Indonesia and all commissions paid under the current plan
will be in effect. In addition, the markup of the cost verses the sales price
agreed to will be given to the Master Distributor.


Termination of Agreement- (a) A "Termination of Agreement" shall be defined as
any one of the following:

1. Willful misconduct or gross neglect of duty by Master Distributor.

2. Master Distributor will agree to a non-compete clause as it relates to our
      products, and material related to TRS. If the Master Distributor takes any
      of our sales and or business to another provider this agreement will be
      null and void.

3. Any public statements made concerning TRS or its affiliates, officers,
   directors, or employees shall be submitted for approval in writing to the
   President's office. This Agreement is confidential and cannot be shared with
   any other person without the written consent of the President.

4. If Master Distributor fails to comply with the above obligations, TRS may
   cease making all commission payments and extending benefits and may recover
   by appropriate action instituted in any court of competent jurisdiction any
   severance payments theretofore paid.

5. Notices - Written notices required or furnished under this Agreement shall be
   sent to the following addresses:

            To TRS:            The Right Solution
                       3035 East Patrick Lane, Suite 14
                             Las Vegas, Nevada 89120

To: Andy A. Luyanto                             Mahakam Beta Forma



Notices shall be effective on the first business day following receipt thereof.
Notices sent by mail shall be deemed received on the date of delivery shown on
the return receipt.

6.    Amendments - This Agreement may not be amended or changed, orally or in
      writing except by the written agreement of the PARTIES.

7.    Governing Law - This Agreement, and any dispute arising under or relating
      to any provision of this Agreement shall be governed by and construed in
      accordance with the laws of the State that TRS is registered. All disputes
      will be settled through arbitration, which will final and binding to all
      parties. An arbitrator will be selected that both parties agree to. Said
      arbitration shall be instituted within sixty (60) days of the date that
      the dispute arises or the dispute will be invalid.

8.    Confidentiality - All information provided by either Party to the other
      hereunder, including the terms and conditions of this Agreement, shall be
      treated by the


             Gateway Distributors, Ltd. d.b.a. The Right Solution
                       3035 East Patrick Lane, Suite 14
                            Las Vegas, Nevada 89120
                   Telephone: 702-398-9316 Fax: 702-940-1029


                                      25

<PAGE>

      Party receiving such information as confidential, and shall not be
      disclosed by such Party to any party without the prior written consent of
      the Party from which the information was obtained. This obligation of
      confidentiality shall survive termination of this Agreement.

9.    Severalbility - If any or more of the provisions contained in this
      Agreement are held to be invalid, illegal or unenforceable in any respect,
      the validity, legality and enforceability of the remaining provisions
      contained herein shall not in any way be affected or impaired thereby.

10.   Previous Agreements - This Agreement, once executed by the PARTIES,
      will replace and supersede any and all previous employment agreements,
      either written or verbal, between the PARTIES.

11.   Captions - All Section titles or captions contained in this Agreement
      are for convenience only and shall not be deemed as part of this
      Agreement.




The PARTIES hereto have executed this Agreement as of the date September 23,
2003. This agreement will be self renewing unless either party sends
cancellation notice in writing.



      The Right Solution

By:      /s/ Richard A. Bailey       Date  ____________
         ---------------------
          Richard A. Bailey
          President / CEO



   Master Distributor Mahakam Beta Forma

By:      /s/ Andy A. Luyanto         Date  ____________
         -------------------
         Andy A. Luyanto
         General Manager




             Gateway Distributors, Ltd. d.b.a. The Right Solution
                       3035 East Patrick Lane, Suite 14
                            Las Vegas, Nevada 89120
                   Telephone: 702-398-9316 Fax: 702-940-1029


                                      26