U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A
                                AMENDMENT NO. 1

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

     For the quarterly period ended June 30, 2004.

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

     For the transition period from _______ to ________

                        COMMISSION FILE NUMBER: 000-27879


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

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

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

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

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

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as  of  the latest practicable date: As of August 10, 2004, the
issuer  had 2,787,126,008 shares of its common stock and 2,996,125 shares of its
preferred  stock  issued  and  outstanding.

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


<PAGE>
                                EXPLANATORY NOTE

     On  August  23,  2004  we filed with the Securities and Exchange Commission
(SEC)  our  quarterly  report on Form 10-QSB for the quarterly period ended June
30,  2004.  This  quarterly  report  on  Form  10-QSB/A  is  being  filed  to:

-    Amend  the  number  of  authorized  preferred shares, which was incorrectly
     stated  as  1,000,000  in  the June 30, 2004 Consolidated Balance Sheet, to
     200,000,000.

     IT  IS IMPORTANT TO NOTE THAT THIS RESTATED FILING DOES NOT HAVE A MATERIAL
EFFECT  ON  OUR FINANCIAL STATEMENTS AND ACCOMPANYING NOTES FOR THE THREE MONTHS
ENDED  JUNE  30,  2004.

     Except as described above, no other changes have been made to our Quarterly
Report  on  Form 10-QSB. For the convenience of the reader and as required under
SEC rules, this Form 10-QSB/A sets forth the complete text of Item 1 rather than
just  the  amended portions thereof. To preserve the nature and character of the
disclosures  set  forth  in  these Items as originally filed, this Form 10-QSB/A
continues  to  speak  as  of  August  23,  2004,  and  we  have  not updated the
disclosures  in  this  Form  10-QSB/A  to speak as of a later date or to reflect
events  which occurred at a later date. For Items not modified herein, reference
should  be  made to our Quarterly Report on Form 10-QSB as filed with the SEC on
August  23,  2004. The filing of this Form 10-QSB/A is not an admission that our
Quarterly  Report  on  Form  10-QSB,  when  made,  knowingly included any untrue
statement  of  a  material fact or omitted to state a material fact necessary to
make  the  statements  made  therein  not  misleading.


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

<S>                                                                      <C>
PART I - FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . .  2
    Item  2.  Management's Discussion and Analysis or Plan of Operation  2
    Item  3.  Controls and Procedures. . . . . . . . . . . . . . . . .   2
PART II - OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . .  2
    Item  1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . .  2
    Item  2.  Changes in Securities . . . . . . . . . . . . . . . . . .  2
    Item  3.  Defaults Upon Senior Securities . . . . . . . . . . . . .  2
    Item  4.  Submission of Matters to a Vote of Security Holders . . .  3
    Item  5.  Other Information . . . . . . . . . . . . . . . . . . . .  3
    Item  6.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . .  3
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002  4
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002  5
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002  6
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002  7
</TABLE>


                                        1
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

As  used  herein,  the  term  "Company"  refers to Gateway Distributors, Ltd., a
Nevada  corporation,  and  its  subsidiaries  and  predecessors unless otherwise
indicated.  Unaudited,  interim,  condensed,  consolidated  financial statements
including  a balance sheet for the Company as of the period ended June 30, 2004,
and  statements of operations, and statements of cash flows, for interim periods
up  to the date of such balance sheet and the comparable period of the preceding
year  are  attached hereto as Pages F-1 through F-12 and are incorporated herein
by  this  reference.

BASIS OF PRESENTATION

The  accompanying  consolidated  unaudited financial statements are presented in
accordance with accounting principles generally accepted in the United States of
America  for  interim financial information and the instructions for Form 10-QSB
and Item 310 under subpart A of Regulation S-B. Accordingly, they do not include
all of the information and footnotes required by accounting principles generally
accepted  in the United States of America for complete financial statements. The
accompanying statements should be read in conjunction with the audited financial
statements  for  the years ended December 31, 2003 and December 31, 2002. In the
opinion of management, all adjustments considered necessary in order to make the
financial  statements  not  misleading have been included. Operating results for
the  quarter  and  period  ended June 30, 2004 are not necessarily indicative of
results that may be expected for the year ended December 31, 2004. The financial
statements  are  presented  on  the  accrual  basis.




                      [THIS SPACE LEFT BLANK INTENTIONALLY]


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


                                  - CONTENTS -


                                                             PAGE NUMBER
                                                             -----------
<S>                                                          <C>

Financial Statements:

  Balance Sheet                                                  F-1

  Statement of Operations                                        F-3

  Statement of Stockholders - Equity                             F-4

  Statement of Cash Flows                                        F-5

  Notes to Financial Statements                                  F-7
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
               GATEWAY DISTRIBUTORS, LTD. AND SUBSIDIARIES
                  UNAUDITED CONSOLIDATED BALANCE SHEET

ASSETS                                                      June 30,
                                                             2004
<S>                                                      <C>

CURRENT ASSETS:
  Cash and cash equivalents                              $  632,893
  Accounts Receivable                                         4,077
  Receivable from Stock Sales                               273,888
  Property Held for Short Term Investment                   770,715
  Inventories                                               358,908
                                                         -----------
                                   Total Current Assets  $2,040,481
                                                         -----------
PROPERTY & EQUIPMENT
  Property and Equipment, at cost                         2,468,001
  (Less) accumulated depreciation and amortization         (122,984)
                                                         -----------
                             Total Property & Equipment  $2,345,017
                                                         -----------


OTHER ASSETS
  Product Development Awaiting Production                   248,687
  Goodwill, Trademarks & Formulas                           726,969
  Website                                                    25,000
  Stock Investment - Non-Equity                              25,000
  Other Assets                                              121,097
                                                         -----------
                                    Total Other Assets   $1,146,753
                                                         -----------

                                                         -----------
Total Assets                                             $5,532,251
                                                         ===========

<FN>
                See Notes to the Financial Statements
</TABLE>


                                      F-1
<PAGE>
<TABLE>
<CAPTION>
         GATEWAY DISTRIBUTORS, LTD. AND SUBSIDIARIES
          UNAUDITED CONSOLIDATED BALANCE SHEET


          LIABILITIES                          June 30,
                                                 2004
<S>                                         <C>

CURRENT LIABILITIES:
Current maturities of long-term debt          1,546,662
Accounts payable:
  Trade                                         385,001
  Commissions                                   714,971
 Accrued expenses:
  Payroll and employee benefits                 142,897
  Payroll taxes                                 153,069
  Interest                                    1,255,641
  Other                                          34,772
                                            ------------
Total current liabilities                     4,233,013
                                            ============

LONG-TERM DEBT                                1,364,660

                                            ------------
Total Liabilities                             5,597,673
                                            ============

STOCKHOLDERS' EQUITY (DEFICIENCY):
Preferred stock - $.001 par value
  Authorized - 200,000,000 shares
  996,125 shares issued and outstanding             996
Common stock, - $.001 par value
  Authorized - 25,000,000,000 shares
  Issued and outstanding - 40,050,917            40,051
  Additional paid-in capital                 17,409,356
  Accumulated (deficit)                     (17,515,825)

                                            ------------
Total Equity (Deficiency)                       (65,422)
                                            ------------

                                            ------------
Total Liabilities & Equity (Deficiency)       5,532,251
                                            ============

<FN>
           See Notes to the Financial Statements
</TABLE>


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                                    GATEWAY DISTRIBUTORS, LTD. AND SUBSIDIARIES
                                    UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                              3 Months     3 Months       6 Months      6 Months
                                                               Ended         Ended         Ended         Ended
                                                              June 30,      June 30,       June 30,     June 30,
                                                                2004          2003          2004          2003
                                                            -------------  -----------  -------------  -----------
<S>                                                         <C>            <C>          <C>            <C>

SALES                                                       $    233,400   $  276,226   $    499,508   $  588,046

COST OF SALES                                                     45,840       61,725         90,140      124,785
                                                            -------------  -----------  -------------  -----------

GROSS PROFIT                                                     187,560      214,501        409,368      463,261
                                                            -------------  -----------  -------------  -----------

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
  Depreciation Expense                                            11,737            0         16,737            0
  Professional Services                                        1,169,299       93,940      1,193,948      262,139
  Development of Jeunesse by Francois Product Line                74,343            0        321,000            0
  Product Development                                            931,735    3,299,663
  All Other Selling, General and Administrative                  931,053      270,413      1,489,889      479,940
                                                            -------------  -----------  -------------  -----------

TOTAL SELLING, GENERAL AND ADMINISTRATIVE                      3,118,167      364,353      6,321,237      742,079
EXPENSES

OTHER INCOME (EXPENSE):
  Loss on Sale of Assets                                          (1,774)           0         (1,774)           0
  Additional Loss Incurredon 2002 Sale of Subsidiary             (40,000)           0        (40,000)           0
  Interest Expense                                               (66,227)     (48,023)      (129,589)     (87,256)
  Other Income                                                    44,635        2,203         45,524        2,203
                                                            -------------  -----------  -------------  -----------

                                                                 (63,366)     (45,820)      (125,839)     (85,053)


NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAX             (2,993,973)    (195,672)    (6,037,708)    (363,871)

PROVISION FOR INCOME TAX                                    $          0   $        0   $          0   $        0

                                                            -------------  -----------  -------------  -----------
NET INCOME (LOSS)                                            ($2,993,973)   ($195,672)   ($6,037,708)   ($363,871)
                                                            =============  ===========  =============  ===========


BASIC AND DILUTED EARNINGS (LOSS) PER                             ($0.16)      ($0.13)        ($0.00)      ($0.05)
SHARE                                                       -------------  -----------  -------------  -----------

BASIC & DILUTED WEIGHTED AVERAGE SHARES                           18,510    1,498,042     11,271,334    7,495,204
OF                                                          =============  ===========  =============  ===========
COMMON STOCK (000 OMITTED)

<FN>
                                     See Notes to the Financial Statements
</TABLE>


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

                                          Preferred Stock     Common                     Paid In      Retained      Net Equity
                                                              Stock                      Excess
                                          Par Value $0.001    Par Value $0.001           of Par       Earnings     (Deficiency)
                                           Shares    Amount      Shares      Amount                   (Deficit)
                                          ---------  -------  ------------  --------  ------------  -------------  ------------
<S>                                       <C>        <C>      <C>            <C>      <C>           <C>            <C>
BALANCE - December 31, 2002                     125  $     1           977   $     1  $ 4,521,591    ($9,754,654)  ($5,233,061)
                                          =========  =======  ============  ========  ============  =============  ============

Adjustment - Rounding Prior Stock Splits                                 2         0            0                            0
Stock for Services - Preferred Stock        726,000      725                               71,875                       72,600
Stock for Services - Restricted Stock                               62,222        62        5,538                        5,600
Stock for Services - Unrestricted Stock                             10,775        11      473,877                      473,888
Cash                                                               613,950       614    1,887,893                    1,888,507
Debt - Accounts Payable                                                 63         0        2,022                        2,022
Debt - Note Payable - Suburban                                           6         0      273,781                      273,781
Renegotiation Acquisition Grandma
  Hammans acquired 2002                                                  0         0            0                            0
Note Payable - Suburban Paid Off
  Via Stock Sold In 2002 By Suburban                                    (2)
  At a Value Greater In 2003 Than
  Was Estimated In 2002                                                  0         0      500,000                      500,000

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

                                          ---------  -------  ------------  --------  ------------  -------------  ------------
BALANCE - December 31, 2003                 726,125      726       687,993       688    7,736,577    (11,478,117)   (3,740,126)

Stock for Services - Restricted Stock       270,000      270                               26,730                       27,000
Stock for Services - Restricted Stock                            3,888,889     3,889      346,111                      350,000
Stock for Services - Unrestricted Stock                          1,358,678     1,358    2,309,129                    2,310,487
Stock for Cash                                                   2,254,642     2,255    2,568,103                    2,570,358

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

                                          ---------  -------  ------------  --------  ------------  -------------  ------------
BALANCE - March 31, 2004                    996,125      996     8,190,202     8,190   12,986,650    (14,985,729)   (1,989,893)

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

Reduction of Loss for the period
    Preferred Stock for Services                                                                          26,730        26,730
    Common Stock for Services                                                                            346,500       346,500
    Capitalized as Product Development
      Awaiting Production                                                                                 90,647        90,647

Adjusted (Loss) for the period                                                                        (3,043,735)

                                          ---------  -------  ------------  --------  ------------  -------------  ------------
BALANCE - June 30, 2004                     996,125      996     8,190,202     8,190   12,613,420    (14,521,852)   (1,899,246)

Stock for Services - Preferred Stock              0        0                                                                 0
Stock for Services - Restricted Stock                           16,975,064    16,975      (12,785)                       4,190
Stock for Services - Unrestricted Stock                          7,783,210     7,784    2,197,428                    2,205,212
Stock for Cash                                                   7,102,441     7,102    2,611,293                    2,618,395

(Loss) for the period                                                                                 (2,993,973)   (2,993,973)

                                          ---------  -------  ------------  --------  ------------  -------------  ------------
BALANCE - June 30, 2004                     996,125  $   996    40,050,917   $40,051  $17,409,356   ($17,515,825)     ($65,422)
                                          =========  =======  ============  ========  ============  =============  ============

<FN>
                                             See Notes to the Financial Statements
</TABLE>


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                         GATEWAY DISTRIBUTORS, LTD. AND SUBSIDIARIES
                                     UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                            6 Months Ended    6 Months Ended
                                                               June 30,          June 30,
                                                                 2004              2003
                                                           ----------------  ----------------
<S>                                                        <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)                                                      (6,037,708)         (363,871)
Adjustments to reconcile net (loss)
    to net cash from (to) operating activities:
    Stock issued for Services                                      4,523,659          23,606
    Loss on Sale of Fixed Assets                                           0          36,926
    Depreciation & Amortization Prop & Equip                          16,737          25,197

Changes in operating assets and liabilities which
  increase (decrease) cash flow:
    Accounts Receivable                                                728              (777)
    Inventory                                                     (157,683)           48,274
    Properties Held for Short Term Investment                     (770,715)
    Prepaid Expenses and Other Current Assets                            0            (1,639)
    Accounts Payable and Commissions                              (169,468)          (35,436)
    Accrued Liabilities                                           (262,170)           57,067

                                                           ----------------  ----------------
Net cash provided (used) from operating activities              (2,856,620)         (210,653)
                                                           ================  ================

CASH FLOWS FROM INVESTING ACTIVITIES:
    Product Development Awaiting Production                       (248,687)                0
    Capital (Outlays)/Disposals                                 (2,326,988)          (50,435)
    Purchase of Trademarks                                         (66,873)                0
    Renegotiation of Purchase of Grandma Hammans                   (18,600)         (217,500)
    Other Assets                                                   (96,735)          (78,642)

                                                           ----------------  ----------------
Net cash provided (used) from investing activities              (2,757,883)         (346,577)
                                                           ================  ================

CASH FLOWS FROM FINANCING ACTIVITIES:
Net Proceeds from Term Debt after Principal Payments               984,795                 0
Principle Payment on Debts (over) net proceeds Term Debt                 0           155,042
Stock Sales for Cash; Net                                        5,099,411           416,301

                                                           ----------------  ----------------
Net cash provided (used) from financing activities               6,084,206           571,343
                                                           ================  ================

NET INCREASE (DECREASE) IN CASH EQUIVALENTS                        469,703            14,113

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

                                                           ----------------  ----------------
CASH AND CASH EQUIVALENTS - End of Period                  $       632,893   $        14,328
                                                           ================  ================
</TABLE>


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

                                              6 Months Ended  6 Months Ended
                                                 June 30,        June 30,
                                                   2004            2003
                                              --------------  --------------
<S>                                           <C>             <C>
SUPPLEMENTAL DISCLOSURE

CASH PAID FOR:
  Interest                                            54,628          78,466
  Taxes                                                    0               0


NON CASH INVESTING AND FINANCING ACTIVITIES

STOCK ISSUED FOR:
  Services                                         4,523,659          23,606


CONTRIBUTION TO CAPITAL WITH NO STOCK ISSUED

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

<FN>
                      See Notes to the Financial Statements
</TABLE>


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

NOTE 1 -  BASIS  OF  PRESENTATION:

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

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

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


NOTE 2 -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES:

          Principles  of  Consolidation

               The  Company  has  the  following  wholly  owned  subsidiaries:

               The  Right  Solution  Gateway  (multilevel  marketing  and retail
               sales)

               Grandma  Hammans  Specialty  Foods  (wholesale  sales)

               Gateway  Venture  Holdings,  Inc. (a Nevada Corporation organized
               April  30,  2004 to house and manage the real estate and vehicles
               of  the  Company)

               Aspen  Cove  Resorts,  Inc  (a Nevada Corporation organized April
               30,2004  to  operate  the  Aspen  Cove  Resort.)

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

               Quality  Distribution  Services  of  Arizona,  Inc  (a  Nevada
               Corporation  organized June 7, 2004 as a wholesale distributor of
               non-alcoholic  beverages.  As  of  June  30,  2004  no  operating
               activity  has  occurred,  so  no  minority  interest  has  been
               recognized  in  the  financial  statements.)

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


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

          The Company entered into a verbal agreement December 12, 2003 with The
          Chelsea  Collection  Inc,  a Nevada corporation ("Chelsea Collection")
          which  was  finalized  on  March 15, 2004 and later clarified on a few
          points  May 4, 2004. Chelsea Collection is a corporation owned equally
          by  two  officers  of  the  Company


                                      F-7
<PAGE>
          and Francois Vautour, an unrelated third party of the Company. Chelsea
          Collection  in  an  agreement  dated  November 25, 2003 acquired among
          other  things  from  Francois Vautour and assigns, except for Romania,
          all  worldwide  rights,  trademarks,  formulas  and  licenses  of  the
          Jeunesse  by  Francois  Vautour  and  the  GH3  skin  care  line.

          In  the agreement the Company has with Chelsea Collection, the Company
          will  have  the  opportunity to acquire the same Francois Vautour skin
          care  line  from  Chelsea  Collection for virtually the same price and
          terms  as  Chelsea  Collection is buying it from Francois Vautour. The
          terms  of  the  agreement  involves  a  purchase  price of $4,000,000.
          Payment are computed based on15% of the gross sales less cost of goods
          sold  with  a  minimum  weekly  payment.  The  minimum  weekly payment
          presently is $7,500 and continues at $7,500 through November 2004 when
          it  increases  an  additional $2,500 per week, or $10,000 a week. Once
          the  purchase  price is paid, then a royalty of up to 15% of the gross
          sales  less  cost  of  goods  sold  steps  into  place  and  continues
          thereafter.  The  cost  outlays  have been charged to the statement of
          operations  as  a  selling,  general  and  administrative expense. The
          January  through March 2004 cost of the skin care line is $156,000 and
          from  April  through  June  2004  is  165,000 for a total of $321,000.

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

          The  Company  is  responsible for all product research and development
          for  current  and  future  marketing  as well as carrying inventory. A
          portion of the cost outlays through June 30, 2004 have been charged to
          the  balance  sheet  as  an  asset  under product development awaiting
          production  for  $168,512.

NOTE 4 -  REVERSE STOCK SPLIT AND CHANGE IN AUTHORIZED SHARES OF PREFERRED
          STOCK:

          On June 28, 2004, the Company did a 900 for 1 reverse stock split. The
          financial  statements  have  reflected  this  reverse  stock  split
          retroactively  to  inception.  Authorized  shares  of  preferred stock
          increased  to  200,000,000  as  of  June  30,  2004.  These  financial
          statements  recognize  this  change.

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

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

          During  January  through  March  2004 the Company issued the remaining
          447,745,400  shares authorized out of the 1 billion shares approved in
          the  ESIP  Plan  2003.  Also,  during  January  through March 2004 the
          Company issued 1,581,362,000 shares and during April through June 2004
          the  Company  issued  5,944,765,700  shares out of the ESIP plan 2004.
          During  April through June 2004 the Company approved an additional 7.3
          billion  shares  for  a  total of 10.2 billion shares authorized to be
          issued  thru  the  ESIP  plan  2004,  including  amendments,  of which
          7,526,127,700  shares have been issued out of the ESIP Plan 2004 as of
          June  30,  2004  leaving  2,673,872,300 authorized shares available to
          issue.

          The total net proceeds received from these stock issues during January
          through  March  2004  and  April  through June 2004 are $2,570,358 and
          $2,618,395  respectively,  totaling  $5,188,753  as  of June 30, 2004.

NOTE 6 -  RECEIVABLE  ESIP  STOCK  PLAN:

          Stock  issues  through  the  Employee  Stock Incentive Plan (ESIP) are
          treated  as sold in the period issued and are reported as a receivable
          rather  than negative equity provided the proceeds are received before
          the  financial  statements are released. Funds to be received from the
          ESIP  Plan were reported as of June 30, 2004 as "Receivable ESIP Stock
          Plan" as a current asset in the amount of $273,888. This amount is for
          stock issued by June 30, 2004, the sale proceeds of which are received
          by  the  Company  during  July  2004.


                                      F-8
<PAGE>
NOTE 7 -  NON-EMPLOYEE,  DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN ("RSP"):

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

          Some services are provided and paid for by RSP stock issuances. During
          January  through  March  2004  the  company  issued  the  remaining
          990,448,916  shares authorized out of the 1 billion shares approved in
          the RSP Plan 2003. Also, during January through March 2004 the company
          issued  232,432,214  shares  and  during  April  through June 2004 the
          Company  issued  4,684,098,916 shares out of the RSP plan 2004. During
          April  through  June 2004 the company approved an additional 5 billion
          shares  for a total of 6.5 billion shares authorized to be issued thru
          the  RSP  plan  2004.  As  of  June 30, 2004 there remained a total of
          1,583,468,870  authorized  shares  available  to  issue.

          The  RSP  shares  issued  during  January through March 2004 and April
          through  June  2004  for  a  value  of  $2,310,487  and  $2,205,212
          respectively,  for  a  total  of $4,515,699 as of June 30, 2004. These
          values  were  based  on  the  market  value  at  the time the stock is
          available  for sale, estimated at approximately 15 days after the date
          authorized  to  issue.

NOTE 8 -  RESTRICTED  STOCK  ISSUED  TO  CONSULTANTS:

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

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

          During  January  through  March  2004 and April through June 2004, the
          Company  issued  3,888,889  and  16,975,064 shares respectively, for a
          total  of  20,863,953  of  restricted  common  stock to officers. This
          restricted  stock  is  not  marketable.  Consequently, no value can be
          determined  for this restricted stock issued. However a nominal amount
          of  $3,500 from January through March 2004 and $690 from April through
          June 2004 has been assigned as the value for this non-marketable stock
          issued.

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

NOTE 10 - NEPOTISM  DISCLOSURE  (RELATED  PARTY  TRANSACTIONS):

          The  daughter  of  the  Chief  Executive  Officer  works  as Marketing
          Representative  and  the son of the Chief Operations Officer serves as
          Vice  President  of  Operations  with  additional  responsibilities in
          Information  Technology. Other children of the officers work part time
          for  the  Company  in  non-managerial  positions.

NOTE 11 - RECLASSIFICATION  AND  RESTATEMENTS:

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

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


                                      F-9
<PAGE>
<TABLE>
<CAPTION>
                       GATEWAY DISTRIBUTORS, LTD. AND SUBSIDIARIES
     RESTATEMENT  OF  THE  UNAUDITED  CONSOLIDATED  STATEMENT  OF  OPERATIONS
                               THREE MONTHS ENDED MARCH 31, 2004

                                                          As Corrected     As Originally
                                                           with these        Reported
                                                         March 31, 2004
                                                           Financial
                                                           Statements
                                                        ----------------  ---------------
<S>                                                     <C>               <C>
SALES                                                   $       266,108   $      266,107

COST OF SALES                                                    44,300           44,300
                                                        ----------------  ---------------

GROSS PROFIT                                                    221,808          221,807
                                                        ----------------  ---------------

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
  Depreciation Expense                                            5,000            5,000
  Professional Services                                          24,649        2,687,482
  Development of Jeunesse by Francois Product Line              246,657          246,657
  Product Development                                         2,367,928                0
  All Other Selling, General and Administrative                 558,836          726,919
                                                        ----------------  ---------------

TOTAL SELLING, GENERAL AND ADMINISTRATIVE EXPENSES            3,203,070        3,666,058

OTHER INCOME (EXPENSE):
  Loss on Sale of Assets                                              0
  Additional Loss Incurred on 2002 Sale of Subsidiary                 0
  Interest Expense                                              (63,362)         (63,361)
  Other Income                                                      889
                                                        ----------------  ---------------

                                                                (62,473)         (63,361)


NET INCOME (LOSS) BEFORE PROVISION FOR INCOME
TAX                                                          (3,043,735)      (3,507,612)

PROVISION FOR INCOME TAX                                $             0   $            0

NET INCOME (LOSS)                                           ($3,043,735)     ($3,507,612)
                                                        ================  ===============



BASIC AND DILUTED EARNINGS (LOSS) PER SHARE                      ($0.00)          ($0.00)
                                                        ================  ===============

BASIC & DILUTED WEIGHTED AVERAGE SHARES OF                    6,111,088        7,371,182
                                                        ================  ===============
COMMON STOCK (000 OMITTED)
</TABLE>


NOTE 12-  PURCHASE  OF  REAL  ESTATE  AND  TRANSPORTATION  EQUIPMENT:

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

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


                                      F-10
<PAGE>
          One  of  these  properties  is  a  50% ownership in Aspen Cove Resort,
          located  in  a  pristine  area  of southwestern Utah. (The Company had
          previously  reported  in the SEC Form 10-QSB filing for March 31, 2004
          that  the  ownership held by the Company was 66 2/3% rather than 50%.)
          The  Company  has  created  Aspen  Cove  Resort,  Inc,  a wholly owned
          subsidiary,  to  manage  the  operations  of the Aspen Cove Resort. In
          agreement  with  the  other  party  owning  Aspen  Cove  Resort  (the
          property),  the  Company and the other party share equally the profits
          and  losses  of  Aspen  Cove  Resort,  Inc. (the operations) after all
          expenses  of  operations.

          The Company also purchased a 50% ownership interest in some commercial
          properties  in the southeastern part of Las Vegas, Nevada. The Company
          has  identified  this  property  as  its  future  office and warehouse
          facilities.

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

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

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

CURRENT ASSETS

  Property Held for Short Term Investment    $  770,715  $        0

PROPERTY & EQUIPMENT

  Aspen Cove Resort (50% ownership)             723,891     493,505

  Future Offices and Warehouse of the
  Company (50% ownership)                     1,234,326     915,000

  All Other Real Estate                         103,544           0

  Vehicle & Other Transportation Equipment      241,763           0

  Total                                      $3,074,239  $1,408,505
</TABLE>


          If  the  other  party  defaulted on its share of the debt of the Aspen
          Cove  Resort,  as  well  as  the  Future  Offices and Warehouse of the
          Company,  the  Company would then take over the other 50% ownership of
          the  assets  and  own all such assets and all of its related debts. If
          this  were  to happen, then as of June 30, 2004 the additional cost of
          the  properties  of  $1,958,217  would  be  added  to the value of the
          properties  and  offset  with  an  additional debt of $1,408,505, thus
          adding  approximately  $550,000  net value to the financial picture of
          the  Company.

          With  this in mind, the Company has no off-balance sheet arrangements.


                                      F-11
<PAGE>
NOTE 13-  INVESTMENT  IN  SHORT  TERM  SECURITIES:

          The  Company  purchased  stock in an unrelated company as a short term
          investment  for $25,000. As of June 30, 2004 the market value of these
          securities  approximates  $5,000. Gain or loss on this investment will
          be  recognized  at  the  time of sale or at year end, which ever comes
          first.

NOTE 14-  INVESTMENT  IN  PROJECTS:

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

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

          The  most  significant  projects the Company has invested in this year
          through  June  30,  2004  are:

<TABLE>
<CAPTION>
                                                          Project  Development
                                          -----------------------------------------------
                                           Product Developed
                                          Awaiting Production      Expensed as Part of
                                          As An "Other Asset"    General & Administrative
                                           (All Paid In Cash)     (Paid in Cash & Stock)
                                          --------------------  --------------------------
<S>                                       <C>                   <C>

Jeunesse by Francois - initial
  development costs                                    168,512                     321,000

Finders fees for real estate
  transactions                                                                      72,600

IGIA Product                                                                       615,600

Pete Rose Product line                                  80,175                   1,465,539

Zufelt Marketing Strategies                                                         29,340

Distributor Recruitment                                                             27,000

All other projects - future or abandoned             1,218,524
                                          --------------------  --------------------------

Total                                                  248,687  $                3,749,603
                                          --------------------  --------------------------
</TABLE>

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

NOTE 15-  SUBSEQUENT  EVENTS:

          OTHER
          -----

          The  Company  has  invested  $250,000  in  a  marketing  program to be
          developed  to  recruit  distributors.


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

FORWARD-LOOKING INFORMATION

     Incorporated by reference from the Registrant's report on Form 10-QSB filed
on  August  23,  2004.

MANAGEMENT'S PLAN OF OPERATION

     Incorporated by reference from the Registrant's report on Form 10-QSB filed
on  August  23,  2004.

SECOND QUARTER COSTS AND CHANGES IN FINANCIAL CONDITIONS

     Incorporated by reference from the Registrant's report on Form 10-QSB filed
on  August  23,  2004.

RESULTS OF OPERATIONS

     Incorporated by reference from the Registrant's report on Form 10-QSB filed
on  August  23,  2004.

LIQUIDITY AND CAPITAL RESOURCES

     Incorporated by reference from the Registrant's report on Form 10-QSB filed
on  August  23,  2004.

RECENT DEVELOPMENTS

     Incorporated by reference from the Registrant's report on Form 10-QSB filed
on  August  23,  2004.

OFF-BALANCE SHEET ARRANGEMENTS

     Incorporated by reference from the Registrant's report on Form 10-QSB filed
on  August  23,  2004.

ITEM 3. CONTROLS AND PROCEDURES.

     Incorporated by reference from the Registrant's report on Form 10-QSB filed
on  August  23,  2004.

                          PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     Incorporated by reference from the Registrant's report on Form 10-QSB filed
on  August  23,  2004.

ITEM 2. CHANGES IN SECURITIES.

     Incorporated by reference from the Registrant's report on Form 10-QSB filed
on  August  23,  2004.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

     Incorporated by reference from the Registrant's report on Form 10-QSB filed
on  August  23,  2004.


                                        2
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     Incorporated by reference from the Registrant's report on Form 10-QSB filed
on  August  23,  2004.

ITEM 5. OTHER INFORMATION.

     Incorporated by reference from the Registrant's report on Form 10-QSB filed
on  August  23,  2004.

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

(a)  Exhibits.

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

   3.1**     Articles of Incorporation
   3.2**     Articles of Amendment to the Articles of Incorporation.
   3.3**     Articles of Amendment to the Articles of Incorporation.
   3.2**     Bylaws
   10.1**    Consulting Agreement between the Company and Jack M. Zufelt
   10.2**    Consulting Agreement between the Company and Tarun Mendiratta
   10.3**    Settlement Agreement between the Company, Herbally Yours, and Blaine Wendtland
   31.1*     Certification of Richard A. Bailey, Chief Executive Officer of Gateway Distributors, Ltd.,
             pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of
             2002.
   31.2*     Certification of Richard A. Bailey, Chief Financial Officer of Gateway Distributors, Ltd.,
             pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of
             2002.
   32.1*     Certification of Richard A. Bailey, Chief Executive Officer of Gateway Distributors, Ltd.,
             pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of
             2002.
   32.2*     Certification of Richard A. Bailey, Chief Financial Officer of Gateway Distributors, Ltd.,
             pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of
             2002
</TABLE>

__________
* Filed herewith.
** Previously filed.

(b)  Reports  on  Form  8-K.

     None.

                                   SIGNATURES

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

                                   GATEWAY  DISTRIBUTORS,  LTD.

     Dated August 30, 2004.

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


                                        3
<PAGE>