Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)
   [X]   Quarterly report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 for the quarterly period ended September 30, 2002.

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

         Commission file number: 033-2408D

                                TRSG CORPORATION
        (Exact name of small business issuer as specified in its charter)

              Delaware                                87-0453832
             ----------                              ------------
  (State or other jurisdiction of        (I.R.S. Employer Identification No.)
   incorporation or organization)

            3095 East Patrick Lane, Suite 1, Las Vegas, Nevada 89120
               (Address of principal executive office) (Zip Code)

                                 (702) 938-9316
                           (Issuers 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 issuers common stock,  $0.001 par value
(the only class of voting stock), as of November 13, 2002 was 98,408,731.

                                TABLE OF CONTENTS

                                     PART I

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


                                     PART II

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K......................................7


INDEX TO EXHIBITS.............................................................10



As used  herein,  the term  "Company"  refers to TRSG  Corporation,  a  Delaware
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  September 30, 2002,  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-6 and are incorporated herein by
this reference.



                                TRSG CORPORATION

                                  - CONTENTS -

                                                                    PAGE NUMBER

Financial Statements:

Balance Sheet                                                               F-1

Statement of Operations                                                     F-3

Statement of Cash Flows                                                     F-4

Notes to Financial Statements                                               F-6


                                TRSG CORPORATION


                                                                   SEPTEMBER 30,

                        CURRENT ASSETS:
            Cash and cash equivalents                              $      6,728
            Accounts receivable - Related Party                         500,026
            Inventories                                                  77,076
            Total current assets                                        583,830

            At Cost                                                     440,963
            Less accumulated depreciation and amortization            (360,993)

         OTHER ASSETS                                                    40,392
                                                                     $  704,192


                                TRSG CORPORATION
                                TRSG CORPORATION

                                                                 SEPTEMBER 30,

   Bank Overdraft                                                 $      65,829
   Current maturities of long-term debt                                 603,166

   Accounts payable:
      Trade                                                             234,694
      Commissions                                                       210,922
   Accrued expenses                                                      51,595
               Total current liabilities

LONG-TERM DEBT                                                                -

   Preferred stock - $.001 par value
      Authorized - 5,000,000 shares
      No shares issued and outstanding                                        -

   Common stock, - $.001 par value
      Authorized - 200,000,000 shares at
      Issued and outstanding -
   Additional paid-in capital                                         3,662,670
   Accumulated (deficit)                                            (4,223,093)
   Net Stockholders - Equity (Deficit)                                (462,014)

                                                                  $     704,192


                                TRSG CORPORATION

                                    NINE MONTHS ENDED                 THREE MONTHS ENDED
                                       SEPTEMBER 30,                    SEPTEMBER 30,

                                         2002             2001           2002         2001
                                    $    809,863    $   1,681,399  $    250,629   $    584,114

         COST OF SALES                   177,696          408,276        60,594        186,772
                                    ------------    -------------  ------------   ------------

         GROSS PROFIT                    632,167        1,273,123       190,035        397,342

         ADMINISTRATIVE EXPENSES       1,711,563        2,128,511       458,727        812,478

         (LOSS) FROM OPERATIONS      (1,079,396)        (855,388)     (268,692)      (415,136)

            (Loss) on sale of A & A
              Medical  Supply Co.       (43,105)

            Interest - net              (13,833)         (28,422)       (7,100)        (6,045)
            Gain on settlement                 -          568,970             -              -
            Abandonment of leasehold
               improvements             (26,329)                -             -              -
            Impairment of goodwill   (1,203,953)                -             -              -
            Miscellaneous income
               (expense)                (24,622)            7,550      (24,622)            505
                                    ------------    -------------  ------------   ------------
         Net Other Income (Expense)  (1,311,842)          548,098      (31,722)        (5,540)
                                    ------------    -------------  ------------   ------------

         NET (LOSS)                 $(2,391,238)    $   (307,290)  $  (300,414)   $  (420,676)
                                    ============    =============  ============   ============

         BASIC LOSS PER SHARE       $     (0.04)    $      (0.20)  $     (0.00)   $     (0.02)
                                    ============    =============  ============   ============

            OUTSTANDING               65,106,917       17,317,285    95,726,123     18,693,638
                                    ============    =============  ============   ============


                                TRSG CORPORATION

                                                                  NINE MONTHS ENDED

                                                            SEPTEMBER 30,        SEPTEMBER 30,
                                                                2002                  2001

   Net (loss)                                            $   (2,391,238)       $   (307,290)
   Adjustments to reconcile net (loss)
      to net cash from (to) operating activities:
         Depreciation and amortization                            28,306              97,479
         Impairment of Goodwill                                1,245,925                   -
         Stock issued for Services                               298,596              97,802
   Changes in operating assets and liabilities which
        increase (decrease) cash flow:
         Accounts Receivable                                     129,780            (49,425)
         Inventory                                               422,518            (79,800)
         Prepaid Expenses                                              -             115,773
         Accounts Payable and Accrued Expenses                 (247,684)             226,207
         Deferred Revenue                                              -           (254,771)
                                                         ---------------       -------------
   Net cash provided (used) from operating activities          (513,797)           (154,025)
                                                         ---------------       -------------
   Capital Expenditures                                          106,640            (54,571)
   Purchase of TRSG Corporation                                        -           (350,000)
   Purchase of A & A Medical Supply Co.                                             (50,000)
   Advances (to) from Related Parties                            322,180           (763,716)
   Cash received in acquisition                                        -               2,246
   Deposit                                                        13,780
   Other                                                               -               5,350
                                                         ---------------       -------------
Net cash provided (used) from investing activities               442,600         (1,210,691)
                                                         ---------------       -------------

   Bank Overdraft                                                 65,829                   -
   Net proceeds from issuance of stock                                 -           1,198,592
   Net proceeds from term debt                                         -             191,761

                                                         ---------------       -------------
Net cash provided (used) from financing activities
                                                                  65,829           1,390,353


                                TRSG CORPORATION
                                   - CONTINUED

                                                      NINE MONTHS ENDED

                                                 SEPTEMBER 30,     SEPTEMBER 30,
                                                     2002               2001

   NET INCREASE (DECREASE) IN CASH EQUIVALENTS       (5,368)              25,637

    beginning of period                               12,096                   -

    end of period                               $      6,728         $    25,637
                                                ============         ===========


Cash Paid For:
   Interest                                     $     13,833         $    26,734
      Taxes                                     $          -         $         -
                                                ============         ===========


      Services                                  $    298,596         $    97,802
      Debt Elimination                                     -              25,000
      Asset Acquisition                         $          -         $ 1,304,131
                                                ============         ===========


                                TRSG CORPORATION
                               SEPTEMBER 30, 2002


          The  consolidated  balance  sheet  as of  September  30,  2002 and the
          related  consolidated  statements of operations and cash flows for the
          nine months ended  September 30, 2002 and 2001 are  unaudited.  In the
          opinion of management,  the information  reflects all adjustments that
          are necessary to a fair presentation of the financial statements.  The
          results of operations for the nine months ended September 30, 2002 and
          2001 are not necessarily  indicative of the results to be expected for
          the whole year.


          On January 11, 2001, the Company issued 13,448,660 shares of its stock
          to Gateway Distributors, LTD. ("Gateway"), a publicly held company, in
          exchange for many of the assets and operations of Gateway. The Company
          issued an  additional  8,000,000  shares on January  4, 2002,  another
          10,438 shares,  on April 12, 2002 and an additional  45,000,000 shares
          on August 26, 2002 to Gateway for its customer lists and expertise. As
          of September 30, 2002, this resulted in a 67% ownership of the Company
          owned by  Gateway.  As a result,  the  Company  is  consolidated  into
          Gateway's consolidated financial statements.

          These  transactions  were  accounted for under the purchase  method of
          accounting;  therefore,  assets and liabilities were recorded on their
          fair values at the dates of acquisition.  Operating  results have been
          included in the  Company's  statement of  operations  from the date of
          acquisition.  Goodwill  was recorded as the amount paid for the assets
          of Gateway in excess of the hard  assets  received.  With  significant
          losses  occurring  through June 30, 2002,  the Company  determined  to
          recognize  an  impairment  loss at June  30,  2002 and  wrote  off all
          goodwill for a total of  $1,245,925,  or a net after  amortization  of


          On  December  29,  2000,  the  Company  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
          period  ended  March  31,  2001  and is  reflected  in  the  financial
          statement for the nine months ended September 30, 2001.



As used  herein  the term  "Company"  refers  to TRSG  Corporation,  a  Delaware
corporation,  its subsidiaries and  predecessors,  unless the context  indicates
otherwise.  The Company was originally  incorporated in the State of Delaware on
January 11, 1988. On January 11, 2001, the Company issued  13,448,660  shares of
its common stock to Gateway  Distributors,  Inc.  ("Gateway"),  a publicly  held
company,  in  exchange  for  many  of the  assets  and  operations  of  Gateway.
Additional  shares  totaling  53,010,438  have been issued  during 2002  through
September  30,2002 to compensate for asset purchase and distributor base Gateway
turned over to the Company.  As of September 30, 2002, this resulted in majority
ownership in the Company and the  consolidation  of the Company  into  Gateway's
financial statements.

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

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.

As previously  disclosed in the Form 10-QSB of the Company, for the period ended
June 30, 2001,  the Company  entered into an agreement to acquire  substantially
all of the assets and business of A&A Medical Supply  Company.  The  transaction
closed  on or about  July 1,  2001.  On  February  1,  2002,  the  Company  sold
substantially  all of the  assets  and  business  originally  acquired  from A&A
Medical Supply Company to A and A MEDICAL  COMPANY,  a Nevada Limited  Liability
Company  ("Buyer").  For more information on this transaction see Form 10-QSB of
the Company for the period ended March 31, 2002 and Exhibits attached thereto.

Results of Operations
Sales for the quarter  ended  September  30,  2002,  were  $250,629  compared to
$584,114 for the same period in 2001. The decrease in sales is  attributable  to
the  Company's  lack of  inventory.  The lack of inventory was the result of the
Company's  lack of cash.  Costs of sales were  $60,594 for the quarter  ended on
September 30, 2002, compared to $186,772 for the comparable period in 2001. Cost
of sales decreased due to a drop in sales.


Selling, general, and administrative expenses were $428,276 for the three months
ended on September  30, 2002 and $812,478 for the  comparable  period in 2001, a
decrease of  $384,202.  The primary  reason for the  decrease  was a decrease in
sales and a decrease of  amortization  for goodwill which has been determined to
be totally impaired and written off effective on or before June 30, 2002.

Net loss was  $300,414  during the three  months  ended on  September  30, 2002,
compared  to a net loss of  $420,676  for the  comparable  quarter in 2001.  The
reduction in net loss of $120,000 is primarily a reduction in overhead.

Liquidity and Capital Resources
The Company had a net working  capital  deficit of $582,376 for the nine months
ended  September  30,  2002,  as  compared  to a $133,963  deficit at the end of
December 31, 2001. The Company's  working capital  deficit  increased due to the
operating loss since December 31, 2001.

Cash flow used in  operations  was $514,000 for the nine months ended  September
30,  2002,  compared  with cash flow used for  operations  of  $154,000  for the
comparable  period in 2001. This is a decrease in cash of $360,000  attributable
to the losses of the Company.

Cash flows from  investing  activities  for the nine months ended  September 30,
2002  were  $443,000,  compared  with  cash  used  in  investing  activities  of
$1,211,000 for the comparable period in 2001, or a $768,000 improvement.

Cash flow generated  from  financing  activities was $65,829 for the nine months
ended September 30, 2002 as compared to $1,390,000 for the comparable  period in

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 capital  expenditures  on property  and/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 $4223,093 as of  September  30, 2002.  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





     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.

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




     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, there unto
duly authorized, this 13th day of November 2002.

TRSG Corporation.

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


I, Richard Bailey, certify that:

     1.   I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of  TRSG

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

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

     4.   Trsg Corporation.'s other certifying officer and I are responsible for
          establishing  and  maintaining  internal  controls and  procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for Trsg Corporation.
          and have:

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

               (b) evaluated the  effectiveness  of Trsg  Corporation s internal
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

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


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

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

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

     6.   Trsg  Corporation's  other certifying  officer and I have indicated in
          this  quarterly  report  whether  there  were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal  controls  subsequent  to the date of our recent  evaluation,
          including   any   corrective   actions  with  regard  to   significant
          deficiencies and material weaknesses.

Date: November 13, 2002
  /s/ Richard Bailey
Richard Bailey
Trsg Corporation, Chief Executive Officer


                                Index to Exhibits
Exhibit    Page             Description

3(i)         *          Articles of  Incorporation  of the  Company
                        (incorporated herein by reference to the Company's  Form
                        S-18 as filed with the Securities and Exchange
                        Commission on December 6, 1988).

3(i)(a)      *          Certificate of Amendment of Articles of Incorporation
                        Changing the Company's Name From Jutland Enterprises,
                        Inc. to Professional Wrestling  Alliance  Corporation
                        and  increasing  the  number of authorized shares of
                        stock dated November 15,  1999.(Incorporated herein by
                        reference  to the  Company's  Form 8-K filed  with the
                        Securities and Exchange Commission on December 3, 1999).

3(ii)        *          Bylaws  of  the  Company,  as  amended  (incorporated
                        herein  by reference to the Company's Form S-18 as filed
                        with the Securities and Exchange Commission on December
                        6, 1988).

Material Contracts

10(i)        10         Consulting Agreement between Gateway Distributors and
                        TRSG Corporation dated June 10, 2002.

  * Incorporated by reference from previous filings of the Company, as noted.


                                                                       Exhibit 1

June 10, 2002

                              Consulting Agreement


                            GATEWAY DISTRIBUTORS LTD


                                    TRSG CORP

The  purpose  of this  letter is to  outline  the terms  and  conditions  of the
engagement  by the  Company  of this firm (the  "CONSULTANT")  as the  Company's
exclusive  strategic  advisor  for  Business  Combinations  as set forth  below.
Gateway  Distributors  LTD has entered into a Consulting  Agreement with Neptune
Communications  and will  provide the same  services to TRSG CORP as outlined in
the terms below.

Introduction and Exclusive Nature

CONSULTANT  will  assist the Company in  arranging  introductions  to  strategic
partners  ("Strategic  Partners")  and/or  discussions  that may  facilitate its
business as well as supply  consulting  services to Management from time to time
to assist as to Business  Combinations  discussed  herein.  CONSULTANT  may also
pursue other appropriate objectives or prospects deemed necessary to further the
interests of the Company, all in the discretion of CONSULTANT.

CONSULTANT   is  appointed  the   Company's   exclusive   advisor  for  Business
Combinations for the term of this Agreement. During the term, Company shall not,
directly  or  indirectly  through  a  subsidiary  or  otherwise,  a.  Engage  or
compensate  any person or firm  supplying  the same or similar  services;  or b.
Consider,  execute  any  agreement  relating  to,  or  consummate  any  Business
Combination transactions or opportunities unless presented by the CONSULTANT.

Company acknowledges and agrees that the compensation, prior to the consummation
of any  Business  Combination,  to  Consultant  does not  adequately  compensate
Consultant for Consultant's  valuable time and  expenditures,  and so provisions
apply herein to insure that Company will not utilize other consultants  planning
which are supplied to CONSULTANT, and reasonably discuss comments and questions.


Additional Consulting

CONSULTANT  may also provide the following  services to the Company if and as we
agree  during  the  term of this  Agreement,  or same may be  supplied  by other
introducing Consultants:

a)   Assistance  and  advisement  as to your formal  Business Plan or amendments
     within the ability of CONSULTANT.
b)   Introductions to legal counsel,  accounting,  investment  banking and other
     professionals to provide services to the Company as needed.
c)   Introductions  to potential  strategic  partners,  business  associates and
     other  contacts  to  assist  the  Company  with the  implementation  of its
     business plan.
d)   Identifying candidates for potential mergers and acquisitions.
e)   Introductions to technical professionals who are competent in executing the
     business's development needs.

Consultant or other  consultants  as determined by Consultant in its  discretion
herein may supply any and all services of Consultant.

II - Definitions

For  purposes  of this  Agreement,  Strategic  Partner(s)  includes,  but is not
limited  to,  any  company,   person  or  entity  that  furthers  the  Companies
objectives,  either  domestically  or  internationally  by  partnering  with the
Company, licensing or purchasing or marketing of services/products; acting as an
agent;  or entering into a joint venture  agreement or merger,  sale,  purchase,
exchange  or  acquisition  in any manner or  similar  agreement  or  transaction
("Business Combination").

III - Compensation/Expense Reimbursement

Company and  CONSULTANT  agree to the following as the  compensation  or expense
reimbursement for the performance of the services outlined above.

Business Combination Compensation and Expense  (Non-accountable) Reimbursement
(Check if applicable: (X )

As a non-refundable  payment for Business Combination  introductions and advice,
whether  or not  successful  or  accepted  by the  Company,  Company  shall make
available to  CONSULTANT a sum of 45,000,000  (45 MILLION)  Shares of restricted
stock at this time,  to compensate  for all fees and expenses of CONSULTANT  and
firms or persons  specifically  engaged and contracted to CONSULTANT without the
need  of  CONSULTANT  to  supply  any  accounting,  and,  if  checked  ____X___,
CONSULTANT  hereby agrees that no other fees or expenses are due as of this date
under this Agreement; provided HOWEVER:

a.   The parties  acknowledge  that such Shares,  upon  issuance and delivery to
     CONSULTANT  as stated  below,  shall be deemed  available to  CONSULTANT as
     unearned and subject to being earned by  CONSULTANT  and other  consultants
     engaged or arranged by CONSULTANT, all as determined by CONSULTANT, and not
     subject to return to the Company notwithstanding any reason whatsoever, the
     CONSULTANT  has full authority to direct where the Shares shall be sent and
     transferred and the Company shall not interfere in any way whatsoever, that
     the  CONSULTANT  hereby  directs  the  Shares  be  sent  initially  to  the
     CONSULTANT at 3095 East Patrick Lane, Suite 1, Las Vegas, NV 89120.


The parties  agree that the value of shares of stock given to  CONSULTANT is not
equal to any trading  price of the common  stock of the Company as stated  under
Exhibit B and that a certain number of the shares may be intended, as determined
by the  CONSULTANT,  for others,  who are  consultants,  or  otherwise as to the
CONSULTANT,  so such shares for others are not owned by the  CONSULTANT and will
not be deemed by the CONSULTANT as compensation to CONSULTANT.

Expenses (Check if applicable: X )

Any other costs and expenses  incurred by CONSULTANT  shall be  reimbursed,  but
only on a pre-approved basis in writing, at the sole discretion of Company.

IV - Disclosure; Escrow; and Additional Services

A. In conjunction with CONSULTANT  becoming  familiar with the Company,  Company
will make  available  on a timely  basis  such  information  as  CONSULTANT  may
reasonably require regarding Company,  its assets,  liabilities,  earning power,
financial condition,  historical  performance and assumptions used in projecting
future results. For example, promptly following the execution of this Agreement,
Company will supply CONSULTANT with the items listed under Exhibit A.

V - Indemnification

Company will afford  CONSULTANT the opportunity to review any information  which
Company plans to make to third parties  relating to proposed  transactions  with
parties  introduced  to Company  pursuant to this  Agreement.  Company will also
indemnify and hold harmless  CONSULTANT,  related  entity  officers,  directors,
employees, partners, affiliates,  advisors or any investment banker, attorney or
other  agent  retained by  CONSULTANT  against any  liability,  losses,  claims,
damages  (including  the  amount  of  any  settlement),  or  expense  (including
attorney's fees and costs) resulting from  misstatement of a material fact in or
omission of a material fact from information furnished by Company.

VI - Termination

This Agreement shall remain  effective for 12 months from its date  ("Expiration
Date"),  and  thereafter  all rights of the parties  shall cease except for: the
right of  CONSULTANT  to receive  and the  obligation  of Company to pay (a) any
payment of  anything  due for any reason  hereunder  and (b) any payment for any
reason due after  Expiration  Date and the following  sections shall survive any
termination:  III (as to accrued  compensation,  accrued expense  reimbursements
otherwise  due, and fees which become due after  termination  due to  CONSULTANT
efforts prior to termination for a Business Combination), V, VI, VII and VIII.


VII - Other Conditions

This Agreement  contains the entire agreement between Company and CONSULTANT and
supersedes all prior agreements as to the subject hereof and can only be amended
in writing as mutually  agreed to by Company  and  CONSULTANT.  It is  expressly
understood  that  each  party  is  an  independent   contractor  with  the  sole
responsibility  for its own business.  It is further agreed and understood  that
CONSULTANT is not and shall not  represent  itself to be an agent of Company for
any  purpose.  Neither  party has the right or  authority to assume or create an
obligation  of any kind for or on behalf of the  other,  or to bind the other in
any respect. It is expressly understood that CONSULTANT will not act as a broker
or finder, or as an attorney or as an accountant,  and that the compensation and
expense  reimbursement  referred to above is in exchange for strategic  advisory
services,  and to reimburse  CONSULTANT and is specifically not a brokerage fee,
nor a finder's  fee,  nor a legal fee,  nor an  accounting  fee.  Any lawyers or
accountant or advisors of  CONSULTANT,  unless  specifically  engaged in writing
between  the Company and such  person or firm,  is not under  contract  with the
Company and represents  CONSULTANT  exclusively.  All payments to CONSULTANT are
non-refundable.   Company   represents  that  consummation  of  any  transaction
contemplated  herein will not conflict  with or result in a breach of any of the
terms, provisions or conditions of any written agreement to which it is a party.


A. Gender. Wherever the context shall require, all words herein in the masculine
gender  shall be deemed to include the feminine or neuter  gender,  all singular
words shall include the plural, and all plural shall include the singular.

B.  Severability.  If a court of competent  jurisdiction,  the remainder of this
Agreement,  and the application of such provision in other circumstances  hereof
deem any provision unenforceable shall not be affected thereby.

C. Further Cooperation.  From and after the date of this Agreement,  each of the
parties  hereto  agrees  to  execute   whatever   additional   documentation  or
instruments  as are  necessary  to carry out the  intent  and  purposes  of this
Agreement or to comply with any law.

D. Waiver. No waiver of any provision of this Agreement shall be valid unless in
writing and signed by the waiving party. The failure of any party at any time to
insist  upon  strict  performance  of  any  condition,   promise,  agreement  or
understanding  set  forth  herein,  shall  not  be  construed  as  a  waiver  or
relinquishment of any other condition,  promise,  agreement or understanding set
forth  herein or of the right to insist upon strict  performance  of such waived
condition, promise, agreement or understanding at any other time.

E. Expenses.  Except as otherwise provided herein,  each party hereto shall bear
all expenses  incurred by each such party in connection  with this Agreement and
in the consummation of the transactions  contemplated  hereby and in preparation


F.  Amendment.  This  Agreement may only be amended or modified at any time, and
from time to time, in writing, executed by the parties hereto.

G. Notices.  Any notice,  communication,  request,  reply or advice (hereinafter
severally  and  collectively  called  "Notice")  in this  Agreement  provided or
permitted  to be  given,  shall  be  made or be  served  by  delivering  same by
overnight mail or by delivering the same by a hand-delivery service, such Notice
shall be deemed  given  when so  delivered.  For all  purposes  of  Notice,  the
addresses of the parties herein shall be their addresses unless later advised in

H. Captions.  Captions  herein are for the  convenience of the parties and shall
not affect the interpretation of this Agreement.

I.  Counterpart  Execution.  This  Agreement  may be  executed  in  two or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall  constitute one and the same instrument and this Agreement may be
executed by fax.

J. Assignment.  This Agreement is not assignable  without the written consent of
the parties.

K. Parties in Interest.  Provisions of this Agreement  shall be binding upon and
inure  to the  benefit  of and be  enforceable  by  the  parties,  their  heirs,
executors,  administrators,  other  permitted  successors  and assigns,  if any.
Nothing contained in this Agreement,  whether express or implied, is intended to
confer  any  rights or  remedies  under or by reason  of this  Agreement  on any
persons  other  than the  parties  to it and  their  respective  successors  and
assigns,  nor is anything in this Agreement intended to relieve or discharge the
obligation or liability of any third persons to any party to this Agreement, nor
shall any  provision  give any third persons any right of  subrogation  over, or
action against, any party to this Agreement.

L.  Entire  Agreement.  This  Agreement  constitutes  the entire  agreement  and
understanding  of the parties on the subject  matter hereof and  supersedes  all
prior agreements and understandings on the subject hereof.

M.  Construction.  The parties agree and acknowledge that each has reviewed this
Agreement  and  the  normal  rule  of  construction  that  agreements  are to be
construed  against  the  drafting  party  shall  not  apply in  respect  of this
Agreement given the parties have mutually negotiated and drafted this Agreement.

N.  Cooperation.  The  parties  hereto  agree to  cooperate  with one another in
respect of this  Agreement,  including  reviewing  and  executing  any  document
necessary  for the  performance  of this  Agreement,  to  comply  with law or as
reasonably requested by any party hereto, or legal counsel to any party hereto.

O.  Independent  Legal  Counsel.  The Company will retain  legal  counsel and be
responsible  for  handling any legal issues  related to the  Companies  filings,
audits,  Public Relations,  or legal actions by anyone regarding vendor services
provided  by  Consultant  for the  Company.  This will  apply to all  agreements
written in the past by  Consultant as well as the future and includes all of the
Companies affiliates or subsidiaries.


P.  Choice of  Law/Venue.  The laws of the State of Nevada  shall  apply to this
Agreement  without  reference to conflict of law principles,  and the sole venue
for any  dispute  or suit  between  the  parties  shall be a court of  competent
jurisdiction in the location of the CONSULTANT in Nevada.

By both  parities  signing this  agreement it will become  effective on June 10,

  /s/ Rick Bailey
Rick Bailey, President

Gateway Distributors LTD

      /s/ Rick Bailey
By: ________________________
      Rick Bailey, Director

     /s/ Flo Ternes
By: ________________________
         Flo Ternes, Director