SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-QSB/A


(Mark One)
   [X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
       of 1934 for the quarterly period ended March 31, 2001.

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



         Commission file number: 000-27879
                                -----------


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





                  Nevada                               65-0683539
                 --------                             ------------
     (State or other jurisdiction of      (I.R.S. Employer Identification No.)
      incorporation or organization)





                500 East Cheyenne Avenue, Las Vegas, Nevada 89030
               ---------------------------------------------------
               (Address of principal executive office) (Zip Code)


                                 (702) 399-4328
                           --------------------------
                           (Issuer's telephone number)


     Check  whether  the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                                 Yes XX     No
                                     --    ----


     The number of outstanding  shares of the issuer's common stock,  $0.001 par
value (the only class of voting stock), as of March 31, 2001 was 13,594,000.




<PAGE>





                                TABLE OF CONTENTS

                                     PART I

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

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.............4


                                     PART II


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.............................6

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

SIGNATURES.....................................................................6

INDEX TO EXHIBITS..............................................................7











                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]










                                        2

<PAGE>



ITEM 1.           FINANCIAL STATEMENTS

As used  herein,  the term  "Company"  refers to Gateway  Distributors,  Ltd., a
Nevada  corporation,  and its  subsidiaries  and  predecessors  unless otherwise
indicated.  Consolidated,  unaudited,  condensed  interim  financial  statements
including a balance sheet for the Company as of the quarter ended March 31, 2001
and  statements  of  operations,  and  statements  of cash flows for the interim
period up to the date of such  balance  sheet and the  comparable  period of the
preceding year are attached hereto as Pages F-1 through F-7 and are incorporated
herein by this reference.



















                      [THIS SPACE LEFT BLANK INTENTIONALLY]























                                        3

<PAGE>



                           GATEWAY DISTRIBUTORS, LTD.
                                  BALANCE SHEET



                                     ASSETS


<TABLE>
<CAPTION>


                                                                       MARCH 31,             DECEMBER
                                                                         2001                31, 2000
                                                                    -------------          ------------

                                                                      (Unaudited)            (Audited)
<S>                                                             <C>                   <C>

     CURRENT ASSETS
            Cash and cash equivalents                            $               5,037                 2,625
            Accounts Receivable                                                 68,482                51,233
            Inventories                                                        215,703               205,711
            Prepaid expenses                                                    50,085               127,675
                                                                 --------------------- ---------------------
                 Total Current Assets                                          339,307               387,244

     PROPERTY AND EQUIPMENT, AT COST:                                          430,330               427,830
            Less accumulated depreciation and amortization                   (283,043)             (269,861)
                                                                 --------------------- ---------------------
                                                                               147,287               157,969

     OTHER ASSETS:
            Goodwill, net of accumulated amortization
                 of $94,398 and $74,245, respectively                        1,257,634               927,787
            Other                                                               35,410                35,410
                                                                 --------------------- ---------------------
                                                                             1,293,044               963,197
                                                                 --------------------- ---------------------
                                                                 $           1,779,638             1,508,410
                                                                 ===================== =====================
</TABLE>













     The accompanying notes are an integral part of the financial statements

                                       F-1

<PAGE>



                           GATEWAY DISTRIBUTORS, LTD.
                            BALANCE SHEET (continued)


                      LIABILITIES AND SHAREHOLDERS' EQUITY

<TABLE>
<S>                                                                        <C>               <C>


                                                                               MARCH 31,        DECEMBER
                                                                                 2001           31, 2000
                                                                            ------------      ------------

                                                                              (Unaudited)       (Audited)
CURRENT LIABILITIES
       Checks maturities of long-term debt                                  $  1,778,182      $  1,695,330
       Deferred revenue                                                           63,203           293,084
       Accounts payable:
            Trade                                                              2,000,757         2,259,967
            Commissions                                                          746,106           676,641
       Accrued expenses:
            Payroll and employee benefits                                        228,864           244,267
            Payroll taxes                                                        443,672           419,850
            Interest                                                             502,631           457,800
            Other                                                                184,018           172,172
                                                                            ------------      ------------
                  Total Current Liabilities                                    5,947,433         6,219,111
                                                                            ------------      ------------

LONG-TERM DEBT                                                                   208,888           208,888
                                                                            ------------      ------------
                  Total Liabilities                                            6,156,321         6,427,999

MINORITY INTEREST                                                                415,991             (644)
                                                                            ------------      ------------

SHAREHOLDERS' EQUITY/ (DEFICIT)
       Preferred stock - $.001 par value, authorized 1,000,000 shares
            no shares issued and outstanding                                           -                 -
       Common stock - $.001 par value, authorized 20,000,000 shares
            issued and outstanding  -13,594,000 and 13,636,000 shares
            at March 31, 2001 and December 31, 2000, respectively                 13,594            13,636
       Additional paid-in capital                                              1,781,880         1,823,338
       Accumuluated deficit                                                  (6,588,148)       (6,755,919)
                                                                            ------------      ------------
                Total Stockholders' deficit                                  (4,792,674)       (4,918,945)
                                                                            ------------      ------------

                                                                            $  1,779,638      $  1,508,410
                                                                            ============      ============

</TABLE>







     The accompanying notes are an integral part of the financial statements

                                       F-2

<PAGE>



                           GATEWAY DISTRIBUTORS, LTD.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                              Three Months Ended
                                                          -------------------------

                                                      March 31, 2001    March 31, 2000
                                                      --------------    --------------
<S>                                                   <C>              <C>

SALES                                                   $   703,797      $ 1,530,952
COST OF SALES                                               140,964          274,422
                                                        -----------      -----------
GROSS PROFIT                                                562,833        1,256,530
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                804,172        1,706,501
                                                        -----------      -----------
LOSS FROM OPERATIONS                                      (241,339)        (449,971)
                                                        -----------      -----------
OTHER INCOME (EXPENSE)
          Interest Expense                                 (58,318)         (76,999)
          Gain on Settlement                                568,970                -
          Miscellaneous income                                4,333           11,404
                                                        -----------      -----------
TOTAL OTHER INCOME (EXPENSE)                                514,985         (65,595)
                                                        -----------      -----------
                                                            273,646        (515,566)
                                                        -----------      -----------
MINORITY INTEREST IN INCOME OF CONSOLIDATED
SUBSIDIARIES                                              (105,875)           14,347
                                                        -----------      -----------
NET INCOME (LOSS)                                       $   167,771      $ (501,219)
                                                        -----------      -----------
BASIC EARNINGS (LOSS) PER SHARE                         $       .01      $     (.07)
                                                        ===========      ===========
WEIGHTED AVERAGE SHARES OUTSTANDING                      13,606,072        6,856,516
                                                        -----------      -----------
</TABLE>














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

                                       F-3

<PAGE>



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




                        THREE MONTHS ENDED MARCH 31, 2001

                               COMMON STOCK ISSUED

<TABLE>
<S>                         <C>            <C>       <C>         <C>             <C>

                                                      ADDITIONAL
                              NUMBER OF                PAID-IN      ACCUMULATED
                               SHARES        AMOUNT    CAPITAL       DEFICIT          TOTAL
                            ------------   ---------  ----------  --------------  --------------
Balance - January 1, 2001     13,636,000 $    13,636  $1,823,338  $  (6,755,919)  $  (4,918,945)
Shares reacquired               (42,000)        (42)    (41,458)               -        (41,500)
Net income                             -           -           -         167,771         167,771
                            ------------   ---------  ----------  --------------  --------------
Balance - March 31, 2001      13,594,000 $    13,594  $1,781,880  $  (6,588,148)  $  (4,792,674)
                            ============   =========  ==========  ==============  ==============
</TABLE>























     The accompanying notes are an integral part of the financial statements



                                       F-4

<PAGE>



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

<TABLE>
<CAPTION>

                                                                          THREE MONTHS ENDED
                                                                    MARCH 31,           MARCH 31,
                                                                       2001               2001
                                                                   -------------     -----------
<S>                                                              <C>                <C>


CASH FLOWS FROM OPERATING ACTIVITIES
     Net income (loss)                                             $   167,771       $ (501,219)
     Adjustments to reconcile net income (loss)
          to net cash to operating activities -
               Depreciation and amortization                            33,335            23,451
               Minority Interest                                       416,635           496,366
Changes in operating assets and liabilities
which increase (decrease) cash flow:
                    Accounts receivable                               (17,249)          (24,666)
                    Inventories                                        (9,992)            10,125
                    Prepaid expenses                                    77,590             3,207
                    Accounts payable                                 (189,745)           235,332
                    Deferred revenue                                 (229,881)                 -
                    Accrued expenses                                    65,096           114,123
                                                                   -----------       -----------
                                                                       145,789           857,938
                                                                   -----------       -----------
                           Net cash from operating activities          313,560           356,719
                                                                   -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:                                                          -
              Capital expenditures                                     (2,500)         (480,000)
              Cash paid for investment in TRSG, Inc.                 (350,000)                 -
                                                                   -----------       -----------
                     Net cash to investing activities                (352,500)         (480,000)

CASH FLOWS FROM FINANCING ACTIVITIES:
              Shares reacquired                                       (41,500)                 -
               Proceeds from issuance of stock                               -            80,000
               Proceeds from issuance of debt                          100,131            35,451


</TABLE>




     The accompanying notes are an integral part of the financial statements

                                       F-5

<PAGE>



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


Principle payments on debt                              (17,279)     (20,450)
                                                        --------   ----------
Net cash from financing activities                        41,352       95,001

NET INCREASE (DECREASE) IN CASH EQUIVALENTS
                                                           2,412     (28,280)
CASH AND CASH EQUIVALENTS - beginning of period            2,625       34,064
                                                        --------   ----------
CASH AND CASH EQUIVALENTS - end of period               $  5,037   $    5,784
                                                        ========   ==========



                             SUPPLEMENTAL DISCLOSURE


                                                 THREE MONTHS ENDED

                                            MARCH 31,       MARCH 31, 2000
                                            2001
CASH PAID FOR INTEREST                 $        13,487      $   12,981
CASH PAID FOR TAXES                    $             -      $        -
















     The accompanying notes are an integral part of the financial statements

                                       F-6

<PAGE>



                           GATEWAY DISTRIBUTORS, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2001



NOTE 1-   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

          The  consolidated  balance  sheet as of March 31, 2001 and the related
          consolidated statements of operations, changes in stockholders' equity
          (deficit),  and cash flows for the three  months  ended March 31, 2001
          and 2000 are unaudited. In the opinion of management,  the information
          reflects  all  adjustments  (consisting  solely  of  normal  recurring
          adjustments)  that  are  necessary  to  a  fair  presentation  of  the
          financial  statements.  The results of operations for the three months
          ended March 31, 2001 and 2000 are not  necessarily  indicative  of the
          results  to  be  expected  for  the  whole  year.

NOTE  2 -  BUSINESS COMBINATION:

          On January 11, 2001, the Company obtained  13,448,660  shares of TRSG,
          Corporation  ("TRSG"),  a  publicly  held  company,  in  exchange  for
          substantially  all of the assets and operations of the Company.  As of
          March  31,  2001,  this  resulted  in a 75.5%  ownership  in TRSG  and
          consolidation of the entity into the Company's  financial  statements.
          All  significant  intercompany  balances  and  transactions  have been
          eliminated.  The  transaction  was  accounted  for under the  purchase
          method of accounting,  therefore, assets and liabilities were recorded
          on their fair  values at the date of  acquisition.  Operating  results
          have been included in the Company's  statement of operations  from the
          date of acquisition.  The Company recorded $350,000 in costs in excess
          of net assets acquired, which are being amortized over 15 years.

NOTE 3 -  SETTLEMENT PAYABLE:

          On December  29,  2000,  TRSG  obtained a  settlement  on the judgment
          against it of $618,970 for $50,000.  The  obligation was satisfied and
          resulted in a gain on  settlement  of $568,970 for the current  period
          ended March 31, 2001.

NOTE 4 -  ADDITIONAL FOOTNOTES INCLUDED BY REFERENCE:

          Except as indicated in Notes above,  there have been no other material
          changes in the  information  disclosed  in the notes to the  financial
          statements  included in the Company's Annual Report on Form 10-KSB for
          the year ended  December  31, 2000.  Therefore,  these  footnotes  are
          included by reference.  In addition,  reference  should be made to the
          2001 10-QSB and December 31, 2000 10-KSB for TRSG, Corporation.










                                       F-7

<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. On January 11, 2001, the Company  obtained  13,448,660  shares of TRSG
Corporation ("TRSG"), a publicly held company, in exchange for substantially all
of the assets and operations of the Company. As of March 31, 2001, this resulted
in a 75.5%  ownership  in TRSG and the  consolidation  of that  entity  into the
Company's financial statements.

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 TRSG  Corporation  (TRSG).  The Company's  products are marketed through
network marketing  organizations within the United States and wholesale personal
import sales outside of the United States.

Network marketing enables the Company'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.

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 quarter ended March 31, 2001, were $703,797 compared to $1,530,952
for the same period in 2000, a decrease of 54 percent.  The decrease in sales is
attributed to the inability to obtain sufficient capital to purchase  inventory.
The Company  currently  has 3,000 to 4,000 back orders and expects to be able to
fill those orders upon obtaining the necessary financing. The Company expects to
obtain the necessary  financing  through a pending  private  placement of TRSG's
common stock.

Costs of sales were $140,964 for the quarter  ended on March 31, 2001,  compared
to $274,422 for the comparable period in 2000, a decrease of approximately  49%.
The reason for the decrease was due to a significant reduction in sales.

Selling,  general,  and  administrative  expenses  were $804,172 for the quarter
ended on March 31,  2001 and  $1,706,501for  the  comparable  period in 2000,  a
decrease of 53 percent.  The primary  reason for the  decrease was a decrease in
sales and a lack of substantial  administrative  costs  associated with business
acquisitions by the Company.

Net income was $167,771 during the quarter ended on March 31, 2001,  compared to
a net  loss of  $501,219  for the  comparable  quarter  in 2000.  The  Company's
operating  loss decreased for the quarter ended March 31, 2001, as a result of a
$568,970 gain on debt settlement by the Company's majority owned subsidiary
TRSG.

                                        4

<PAGE>



Liquidity and Capital Resources

The Company  had a net working  capital  deficit of  $5,608,126  for the quarter
ended March 31, 2001, as compared to a $5,831,867 deficit at the end of December
31, 2000. The Company's working capital deficit increased  primarily as a result
of a debt settlement.

Cash flow from  operations  was $313,560  for the quarter  ended March 31, 2001,
compared with cash flow from operations of $356,719 for the comparable period in
2000.

Cash flows used in  investing  activities  for the quarter  ended March 31, 2001
were $352,500, compared with $480,000 for the comparable period in 2000.

Cash flow generated from financing  activities was $41,352 for the quarter ended
March 31, 2001 as compared to $95,001 for the comparable  period in 2000. 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 no significant capital expenditures on property or equipment
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 an  accumulated  deficit  of  $6,588,148  as of March 31,  2001.  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  as a going  concern  includes:  (1)  obtaining  additional
funding from the sale of the Company's  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.



                                        5

<PAGE>



PART II

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 8 of this Form 10-QSB, and are
          incorporated herein by this reference.

          (b)Reports on Form 8-K.

          (i) The Company  filed a Form 8-K dated  January 12, 2001,  disclosing
          the  acquisition  of  13,448,660  shares or  approximately  79% of the
          common stock of TRSG Corporation in exchange of  substantially  all of
          the Assets of the Company.

          (ii) The Company  filed a From 8K/A dated March 26,  2001,  disclosing
          the financials  reflecting the  acquisition of TRSG  Corporation.  The
          Form 8K/A with a filing date of March 22, 2001 was filed in error.















                                        6

<PAGE>



                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this ___ day of May 2001.




Gateway Distributors, Ltd.


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









                                        7

<PAGE>


                                INDEX TO EXHIBITS


Exhibit          Page               Description

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

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

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

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

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

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

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


* Incorporated by reference as noted above.














                                        8

<PAGE>