FILED # C6214-93
DEAN HELLER                                                JUN 23, 2004
Secretary of State                                       IN THE OFFICE OF
204 North Carson Street, Suite 1                          /s/Dean Heller
Carson City, Nevada 89701-4299                   DEAN HELLER, SECRETARY OF STATE
(775) 684-5708
Website: secretaryofstate.biz


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              Certificate of Amendment
         (PURSUANT TO NRS 78.385 and 78.390)
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Important: Read attached instructions                           ABOVE SPACE IS
before completing form.                                      FOR OFFICE USE ONLY

              Certificate of Amendment to Articles of Incorporation
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                         For Nevada Profit Corporations
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          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1.  Name of corporation:
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GATEWAY DISTRIBUTORS, LTD.

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2.  The articles have been amended as follows (provide article numbers, if
available):
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The following paragraph is hereby added to Article IV, as previously amended:
Consolidation.  Simultaneously with the filing of this amendment (the "Effective
Time"), each 900 shares of common stock, par value $0.001 per share, issued and
outstanding immediately before the Effective Time (such shares, collectively,
the "Old Common Stock") shall automatically and without any action on the part
of the holder thereof, be consolidated and changed into one share of common
stock, par value $0.001 per share (such shares, collectively, the "Common
Stock").  The number of shares of the Common Stock to be issued to each holder
of the Old Common Stock shall be rounded to the nearest whole share.  In lieu of
any fractional share to which any such holder would be entitled, the Company
shall pay such holder an amount of cash equal to the fair value of such
fractional share as of the Effective Time.  Each holder of a certificate or
certificates that immediately before the Effective Time represented outstanding
shares of the Old Common Stock (collectively, the "Old Common Certificates")
shall be entitled to receive, on surrender of the Old Common Certificates to the
CONTINUATION ATTACHED

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3.  The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the * articles
of incorporation have voted in favor of the amendment is: 7,552,686,678 common
shares

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4.  Effective date of filing (optional):  6/28/04
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        (must not be later than 90 days after the certificate is filed)

5.  Officer Signature (required): /s/ Richard Bailey
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*If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.

This filing must be accompanied by                     Nevada Secretary of State
appropriate fees.  See attached fee                        AM  78.385 Amend 2003
schedule.                                                   Revised on: 11/03/03


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Company's secretary for cancellation, a certificate or certificates representing
the  number of shares of the Common Stock (the "Common Certificates") into which
and  for  which  the shares of the Old Common Stock, formerly represented by the
Old  Common  Certificates  and  so surrendered, are being consolidated under the
terms  hereof.  From  and  after the Effective Time, the Old Common Certificates
shall  represent  only  the right to receive the Common Certificates pursuant to
the  provisions  hereof.  If  more  than  one  Old  Common  Certificate shall be
surrendered  at  one time for the account of the same stockholder, the number of
full  shares of Common Stock for which Common Certificates which shall be issued
and shall be computed on the basis of the aggregate number of shares represented
by  the  Old  Common  Certificates  so  surrendered.


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