SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                            GATEWAY DISTRIBUTORS, LTD
                                3220 Pepper Lane
                            Las Vegas, Nevada 89120
                    Phone: 702-317-2400    Fax: 702-312-3590

October 20, 2005

Gateway Distributors, Ltd.
Response to SEC letter dated August 3, 2005

Mr. Josh Forgione, Staff Accountant
Division of Corporation Finance
US Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549-4561

Re:  SEC Letter dated August 3, 2005
     Gateway Distributors, Ltd
     Form 10-KSB for the year ended December 31, 2004
     File No. 000-27879

QUESTION 1
----------

We read your response to comment 2 and reissue our prior comment 2. Please tell
us in sufficient detail how and why you simultaneously sold your interest in and
subsequently purchased all of the assets of TRSG on December 31, 2002. Please
include, but do not limit your response, to the following:

     a.   The name of the acquirer and a description of the primary reasons for
          the transaction;
     b.   Summarized balance sheet of TRSG immediately prior to the acquisition;
     c.   The cost of assets and selected debt acquired from TRSG and, if
          applicable, the number of shares of equity interest issued or
          issuable, the value assigned to those interests, and the basis for
          determining the value;
     d.   A condensed balance sheet showing the amount assigned to each major
          asset and liability acquired and assumed from TRSG.

ANSWER TO QUESTION 1
--------------------

     a)   You request the name of the acquirer and a description of the primary
          reasons for the transaction. We provide you excerpts of previous
          filings discussing this, along with additional information later in
          this Answer to Question 1.

     b)   You have requested a summarized balance sheet of TRSG immediately
          prior to the acquisition. We provide you this by attachment, which is
          also our response to

                                  Page 1 of 13
<PAGE>
          your d). The portion to answer this b) is the amount on the column
          stating "Passed to Gateway from TRSG @ 12-31-02."

     c)   You want to know the cost of assets and selected debt acquired from
          TRSG and, if applicable, the number of shares of equity interest
          issued or issuable, the value assigned to those interests, and the
          basis for determining the value. The cost to Gateway was the cost in
          the hands of TRSG. I moved to Gateway on exactly the same basis as it
          was in the hands of TRSG.

     d)   In addition, you asked for a condensed balance sheet showing the
          amount assigned to each major asset and liability acquired and assumed
          from TRSG. The attached schedule answering a) above answers d). As
          pointed out in c) above, cost in the hands of TRSG is also cost in the
          hands of Gateway.

Past filings of Gateway Distributors, Ltd had historical data that was
eliminated as time passed. We excluded much of this verbiage in the 10-KSB as of
December 31,2004 as it related to periods previous to the ones reported and
included in the 10-KSB as of December 31, 2004. We will reconsider for the
future whether to include more of the previously reported history not continued
in the current reporting as of December 31, 2004. The exact history as reported
is:

FROM FORM 10-SB 12G 11/01/1999 FILED 10/29/1999 FROM THE SEC WEBSITE

Gateway Distributors, Ltd. ("Gateway" or the "Company") was incorporated in
Nevada on May 26, 1993. In March 1995, the Company purchased, for $60,000, all
of the assets, consisting of inventory, equipment, tradenames and a distributor
list, of The Right Solution, Inc., a California corporation, which had filed for
protection from its creditors under Chapter 7 of the United States Bankruptcy
Code. Richard A. Bailey, President and Chief Executive Officer of the Company,
was a distributor of The Right Solution, Inc. before it filed for bankruptcy.
The acquisition of those assets was effected as part of the Company's long term
strategic plans.

On July 9, 1996, the Company amended its Articles of Incorporation to reclassify
its authorized capital stock into two classes, voting and non-voting. The
stockholders were granted the right to cumulate votes for directors. The
directors were exempted, to the fullest extent permitted by law, from personal
liability to the corporation or its stockholders for monetary damages, except
liability for (i) the amount of a financial benefit received by a director to
which he is not entitled, (ii) an intentional infliction of harm on the
corporation or the stockholders, or (iii) an intentional violation of criminal
law. The amendment also granted preemptive right to its stockholders to purchase
or subscribe for (i) unissued shares of the Company's Common Stock, and (ii)
warrants, bonds, debentures or securities convertible into common stock.

On May 1, 1998, the Company amended its Articles of Incorporation to increase
its authorized capital stock to 21,000,000 shares, of which 20,000,000 was
designated as Common Stock, and of which 1,000,000 shares were designated as
Preferred Stock. Each

                                  Page 2 of 13
<PAGE>
share of Common Stock outstanding on the effective date of the amendment was
automatically converted into 40,000 shares. The board of directors were
authorized to fix the number of shares of any series of Preferred Stock, to
determine the designation of any such series and to determine or alter the
rights, preferences, privileges, qualifications, limitations, and restrictions
granted to or imposed upon any wholly unissued series of Preferred Stock. No
Preferred Stock has been issued. The amendment effectively eliminated the class
of non-voting common stock.

On May 12, 1998, the Company completed the acquisition by merger of Hali Sales
Corp., a Delaware corporation ("Hali"), with the Company as the surviving
corporation. Hali had limited assets and approximately 970 shareholders of
record and was acquired by the Company in order to increase its shareholder
base. Before the merger, there were 4,000,000 shares of the Company's common
stock issued and outstanding. The Company issued 1,000,714 shares of its Common
Stock in the merger, one share of its Common Stock in exchange for each 9.804
shares of Hali common stock issued and outstanding on the effective date of the
merger. Hali had no active operations at the time of the merger with the
Company.

As of January 4, 1999, the Company acquired certain assets, consisting of cash,
accounts receivables, inventory, customer and marketing lists, trademarks,
tradenames, computer hardware, computer software and goodwill, of NuTech
International, Inc., a Texas corporation ("NuTech") in exchange for 75,000
shares of the Company's Common Stock (the "NuTech Acquisition"). NuTech is a
network marketer that sells nutritional, health and dietary supplements and
products. In connection with the NuTech Acquisition, the Company agreed to cause
an increase in the number of authorized directors of the Company, to take all
steps necessary to nominate Scott McKnight to be a director of the Company and
submit such nomination to the Company's shareholders for approval. In addition,
the Company agreed that it will engage Aloe Commodities International, Inc.
("ACI") as the exclusive manufacturer of certain product lines which the Company
purchased in the NuTech Acquisition.

As of April 1, 1999, the Company acquired certain assets, consisting of accounts
receivables, inventory, customer and marketing lists, contract rights,
trademarks, tradenames, computer hardware, computer software and goodwill, of
American Outback, Inc., an Oklahoma corporation ("American Outback") in exchange
for 67,400 shares of the Company's Common Stock (the "American Outback
Acquisition"). American Outback is a network marketer that sells nutritional,
health and dietary supplements and products. In connection with the American
Outback Acquisition, the Company agreed that if, between April 1, 1999 and April
1, 2000, the average market price of the Common Stock does not exceed $1.00 per
share for any consecutive ten (10) day period, the Company must pay to American
Outback the difference of (a) $67,400 and (b) the product of (i) the average of
the daily closing prices of the Common Stock during the ten trading days
preceding April 1, 2000 and (ii) $67,400. In the event that the Common Stock is
not publicly trading by November 1, 1999, American Outback has the option to
require the Company to repurchase up to 67,400 shares of Common Stock issued as
consideration in the American Outback Acquisition at a price of $1.00 per share,
on terms

                                  Page 3 of 13
<PAGE>
to be determined by the parties by mutual agreement. Also in connection with the
American Outback Acquisition, the Company agreed to take all steps necessary to
appoint Jack Akers to the Company's Medical Advisory Board. Further, the Company
agreed to use Bush Recipe(R) Emu Oil in all of the Company's products which
contain emu oil and to engage American Outback as the exclusive manufacturer of
Bush Recipe(R) Emu Oil, subject to certain terms and conditions. American
Outback also granted to the Company a license to use certain trademarks.

On June 24, 1999, the Company amended and restated its Articles of Incorporation
to eliminate the stockholders' right to cumulate votes for directors, to allow
the number of directors of the Company to be established by amendment of the
Company's bylaws, and to eliminate the preemptive rights previously granted to
the stockholders.

As of September 21, 1999, the Company acquired substantially all of the assets
and assumed certain liabilities of TeamUp International, Inc., a Nevada
corporation ("TeamUp") pursuant to an asset purchase agreement dated as of
August 17, 1999 (the "TeamUp Acquisition"). The TeamUp Acquisition purchase
price consisted of (i) a stream of cash payments calculated on the basis of the
Company's sales of inventory acquired in the TeamUp Acquisition, which the
Company estimates will total approximately $160,000 over eighteen months, (ii) a
stream of cash payments calculated on the basis of the Company's commissionable
sales, which the Company estimates will total approximately $72,000 over twelve
months, (iii) 650,000 shares of the Company's Common Stock, and (iv) an option
to purchase 200,000 shares of the Company's Common Stock at a price of $1.00 per
share. The Company agreed that it would repurchase up to 100,000 shares of
Common Stock issued as consideration in the TeamUp Acquisition at a price of
$1.00 at any time after March 21, 2000. The Company also agreed that if it files
a registration statement under the Securities Exchange Act of 1934 for its
Common Stock with the Securities & Exchange Commission ("SEC") and the SEC has
not declared such registration statement effective on or before September 21,
2001, then the Company will pay $250,000 to TeamUp, or, if TeamUp has been
dissolved, to the stockholders of TeamUp, pro rated proportionately.

FROM FORM 10-KSB 12/31/2002 FILED 04/25/2003 FROM THE SEC WEBSITE

As used herein the term ("Gateway") refers to Gateway Distributors, Ltd., a
Nevada corporation, its subsidiaries and predecessors, unless the context
indicates otherwise. Gateway was originally incorporated in the State of Nevada
on May 26, 1993. In March 1995, Gateway purchased all of the assets of The Right
Solution, Inc., a California corporation, which had filed for protection from
its creditors under Chapter 7 of the United States Bankruptcy Code. The
acquisition of those assets was effected as part of Gateway's long term
strategic plans.

On July 1, 2000, Gateway acquired the assets and operations of Dynamic Products,
Inc. ("Dynamic Products") in exchange for 1 (post reverse splits) share of
Gateway Common Stock. Dynamic Products was a multi-level marketing company
focusing on cleaning products. The transaction was accounted for under the
purchase method of accounting,

                                  Page 4 of 13
<PAGE>
therefore, the assets were recorded based on their fair values at the date of
acquisition. Gateway recorded $128,600 of cost in excess of net assets acquired,
which is being amortized over 20 years. On August 15, 2002, Gateway acquired all
equity interest in Los Cabos Freedom Movement, a Wisconsin LLC, dba Grandma
Hammans Specialty Foods ("Grandma Hammans") for $85,000 plus 1 (post
reverse-split) share of Gateway's common stock.

On October 12, 2000,the Company entered into an Acquisition Agreement
("Agreement") with TRSG Corporation (TRSG) fka Professional Wrestling Alliance
Corporation, a Delaware Corporation wherein the Company agreed to sell the bulk
of its assets and its operating business, in exchange for shares of PWA stock
equaling approximately 85% of the issued and outstanding shares of PWA.

On January 10, 2001 the Corporation closed on the acquisition pursuant to the
Agreement dated October 12, 2000. Pursuant to the Agreement the Corporation
acquired from TRSG 13,448,660 shares of TRSG's Common Stock. As a result of this
transaction, the Company acquired approximately 78% of the outstanding shares of
TRSG.

TRSG acquired all of the business and existing networking distribution
operations of The Right Solution from the Company. Nearly all of Gateway's
operations were conducted through TRSG its majority owned subsidiary under the
dba "The Right Solution" which was formerly operated by the Company.

Gateway sold its controlling shareholder interest of TRSG on December 31, 2002.
Gateway recognized the sale as a loss of the disposition of a subsidiary.
Gateway recorded the purchase at the carrying value on the books of TRSG.

On December 31, 2002, Gateway purchased substantially all the assets and
selected liabilities of TRSG , in a related party transaction, without a
shareholder vote or notice of given to the shareholders of either Gateway or
TRSG, and without the approval of TRSG's creditors. Gateway has recognized the
carrying value on the books of TRSG as its carrying value of the assets it
received in this asset purchase from TRSG. The transaction involved Gateway
assuming more liabilities than the assets acquired. Management is of the opinion
that this asset purchase received no goodwill benefit to Gateway. Therefore,
Gateway has expensed as a loss on the asset acquisition of TRSG with no implied
fair value assigned to goodwill. Gateway may be liable to certain creditors and
shareholders as a result of effecting this transaction without the prior consent
of certain creditors and without giving notice to certain minority shareholders.

As a result of acquiring substantially all the assets of TRSG at December 31,
2002, Gateway's operations remain essentially the same as in 2001 except it now
directly sells nutritional, health, and dietary supplements and products
throughout North America and Japan directly rather than through its former
subsidiary TRSG.

                                  Page 5 of 13
<PAGE>
ADDITIONAL EXPLANATION:

TRSG was a subsidiary of Gateway, controlled by Gateway with an ownership of
approximately 75% by Gateway. Upon acquisition of TRSG, Gateway passed its
operations into TRSG along with almost all of its assets and a significant
portion of its liabilities.

Gateway acquired TRSG on January 10, 2001. TRSG was a publicly held shell
company when acquired by Gateway.

Prior to Gateway and TRSG coming together under common control, Rick Bailey and
Flo Ternes, individuals, set about to move their operations into a publicly
owned shell company. Negotiations began with two separate parties to obtain a
shell company. Gateway came about. Almost immediately behind the acquisition of
Gateway came TRSG. Management d