MARSHALL HOLDINGS INTERNATIONAL, INC. - 10QSB - 20040517 - EXHIBITS_REPORTS
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
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3.1** Articles of Incorporation
3.2** Bylaws
10.1* Licensing and Purchase Agreement with The Chelsea Collection.
10.2* Employment Agreement with Tarun Mendiratta.
10.3* Consulting Agreement with P2R.
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.
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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.
__________
* Filed herewith.
** Previously filed.
(b) Reports on Form 8-K.
Form 8-K filed on February 24, 2004 regarding change in our control and
change in our address and telephone number.
Form 8-K filed on March 24, 2004 regarding change in our certifying
accountant and the appointment of new accountant.
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 May 17, 2004.
By /s/ Richard A. Bailey
--------------------------
Richard A. Bailey,
President and Chief Executive Officer
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LICENSING / PURCHASE AGREEMENT
Dated as of March 15, 2004
Among
THE CHELSEA COLLECTION
and
GATEWAY DISTRIBUTORS LTD
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THIS AGREEMENT ("Agreement"), dated as of March 15, 2004 , is by and among
Gateway Distributors Ltd, a Nevada Corporation (the "Purchaser") and The Chelsea
Collection Inc, a Nevada corporation ("Seller")
RECITALS
A. The "Seller" has the right to purchase all of the rights, trademarks,
and formulas of all the Jeunesse products exclusively upon satisfactory
completion of all obligations owed to Francois Vautour in agreement dated
November 25, 2003.
B. The parties hereto wish to provide for the terms and conditions upon
which the "Purchaser" will acquire the exclusive licensing rights to the
Jeunesse products.
C. The parties hereto wish to make certain representations, warranties,
covenants and agreements in connection with the licensing agreement, also to
prescribe various conditions to such transaction.
AGREEMENT
Accordingly, and in consideration of the representations, warranties,
covenants, agreements and conditions herein contained, the parties hereto agree
as follows:
ARTICLE 1
PURCHASE AND SALE OF ASSETS
1. Assets to be Purchased. Upon satisfaction of all conditions to the
obligations of the parties contained herein to Francois Vautour as set forth in
the Agreement dated Nov. 25, 2003, (other than such conditions as shall have
been waived in accordance with the terms hereof), the "Seller" shall sell,
transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall
purchase from the "Seller", at the closing (as hereinafter defined), all of the
"Sellers" rights, to the Jeunesse products.
a. Licensing rights of the Jeuness product line included shall be conveyed
free and clear of any mortgage, pledge, lien, security interest, encumbrance,
claim, easement, right-of-way, tenancy, covenant, encroachment, restriction or
change of any kind or nature. (Whether or not of record) This will only be the
case once the obligations to Francois Vautour set forth in the Agreement dated
November 25, 2003 have been totally satisfied.
2. Purchase Price. The "Purchaser" shall pay for the "Seller's Assets the
following consideration (the "Purchase Price"):
a. Inventory Stream. The "Purchaser" shall bear the burden of all costs
of acquiring inventory of products.
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b. Revenue Payment. "Seller" will receive 15% of all revenues, minus cost
of goods, generated by the Jeuness product line. The Chelsea Collection will be
the company receiving all payments outlined in the November 25, 2003 agreement
minus the individual payments made to Francois Vautour.
(i) Once the debt owed to Francois Vautour from the agreement dated
November 25, 2003 is paid in full, the 15% commissions paid by Gateway
to Chelsea Collections shall remain in the Chelsea Collection minus
the 7% royalty paid to Vautour.
(ii) Commission of 7% of sales will continue for Francois Vautour as
outlined in the previous agreement dated November 25, 2003.
(iii) A good faith effort will be made to place The Chelsea Collection
into a shell and have it trading publicly once the revenues of the
company exceed $50,000 per month consistently for two months.
(iv) Francois Vautour will act as President / CEO of The Chelsea
Collection, Sloan Bailey will act as Vice President of Marketing, and
Troy Ternes will act as Vice President of Operations.
(v) Francois Vautour, along with Rick Bailey and Flo Ternes, will all
three each own one third (1/3) of the Company, The Chelsea Collection.
All stock ownership by the three parties will be designated as
non-dilutable. Francois Vautour will have veto rights on all skin care
products and promotion material specifically related to the Jeunesse
by Francois product line.
(vi) This agreement will not in any way jeopardize any terms of the
Agreement dated November 25, 2003 between Francois Vautour and The
Chelsea Collection
(vii) In the event Seller or Purchaser sells its rights to the
Jeunesse products or the GH-3 PLUS products, to any other entity, or
in the event Purchaser sells substantially all of the stock in, or
assets of, Purchaser Corporation, Francois Vautour, Rick Bailey and
Flo Ternes shall each receive one-third of the total proceeds of said
sale, applicable to the Jeunesse products and the GH-3PLUS products,
whether the proceeds are received in cash or in the stock of an
acquiring company.
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3. C1osing. Unless this Agreement shall have been terminated and the
transactions contemplated herein shall have been abandoned, a closing will be
held on March 15, 2004 (the "Closing, Date"), provided, however, that if any of
the conditions provided have not have been satisfiedor waived by such date, then
the party to this Agreement which is unable to satisfy such condition or
conditions, despite the best efforts of such party, shall be entitled to
postpone the Closing by notice to the other parties until such condition or
conditions shall have been satisfied (which such notifying party will seek to
cause to happen at the earliest practicable date) or waived, but in no event
shall the Closing occur later than the 19th of March, 2004.
4. Corporate Organization. The "Purchaser" is validly existing and in good
standing under the laws of the state of Nevada.
5. Authorization. The "Seller" has full corporate power and authority to enter
into this Agreement and the "Seller" Delivered Documents and to carry out the
transactions contemplated herein and therein.
6. Intellectual Property Rights. The "Seller" has the right to purchase under
the Nov. 25, 2003 Agreement, the industrial and intellectual property rights,
including without limitation the patents, patent applications, patent rights,
trademarks, trademark applications, trade names, service marks, service mark
applications, copyrights, computer programs and other computer software,
inventions, know-how, trade secrets, technology, proprietary processes and
formulae (collectively, "Intellectual Property Rights"). To the knowledge of the
"Seller" the use of all Intellectual Property Rights necessary or required for
the conduct of the businesses of the "Seller" as presently conducted and as
proposed to be conducted does not and, to the knowledge of the "Seller" , will
not infringe or violate or allegedly infringe or violate the intellectual
property rights of any person or entity. The "Seller" does not own or use any
Intellectual Property Rights pursuant to any written license agreement, except
for the Nov. 25, 2003 Agreement with Francois Vautour, and has not granted any
person or entity any rights, pursuant to written license agreement or otherwise,
to use the Intellectual Property Rights.
7. The Purchaser has been made aware by Francois Vautour "Vautour" of all
past and current law suites in reference to the product line and the GH3 therapy
and agrees that the Purchaser and its officers will not in the future commence
any legal action against "Vautour" pertaining to these issues and/or for any
contract or agreements in the past. "Vautour" will extend the same terms to the
Purchaser.
8. This Agreement excludes any rights to the GH 3 Therapy which the parties
are to negotiate in June of 2004, per the Nov. 25, 2003 Agreement.
9. Confidentiality. Each of the parties hereto agrees that it will not use,
or permit the use of, any of the information relating to any other party hereto
furnished to it in connection with the transactions contemplated herein
("Information") in a manner or for a purpose detrimental to such other party or
otherwise than in connection with the transaction, and
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that they will not disclose, divulge, provide or make accessible, or permit the
Disclosure of (collectively, "Disclose" or "Disclosure" as the case may be), any
of the Information to any person or entity, other than their responsible
directors, officers, employees, investment advisors, accountants, counsel and
other authorized representatives and agents, except as may be required by
judicial or administrative process or, in the opinion of such party's regular
counsel, by other requirements of Law; provided, however, that prior to any
Disclosure of any Information permitted hereunder, the disclosing party shall
first obtain the recipients' undertaking to comply with the provisions of this
subsection with respect to such information. The term "Information" as used
herein shall not include any information relating to a party which the party
disclosing such information can show: (i) to have been in its possession prior
to its receipt from another party hereto; (ii) to be now or to later become
generally available to the public through no fault of the disclosing party;
(iii) to have been available to the public at the time of its receipt by the
disclosing party; (iv) to have been received separately by the disclosing party
in an unrestricted manner from a person entitled to disclose such information;
or (v) to have been developed independently by the disclosing party without
regard to any information received in connection with this transaction. Each
party hereto also agrees to promptly return to the party from who originally
received all original and duplicate copies of written materials containing
Information should the transactions contemplated herein not occur. A party
hereto shall be deemed to have satisfied its obligations to hold the Information
confidential if it exercises the same care as it takes with respect to its own
similar information.
10. Governing Law. This Agreement and the legal relations among the parties
hereto shall be governed by and construed in accordance with the internal
substantive laws of the State of Nevada (without regard to the laws of conflict
that might otherwise apply) as to all matters, including without limitation
matters of validity, construction, effect, performance and remedies.
11. Arbitration. Any controversy or claim arising out of or relating to
this Agreement, or the making, performance or interpretation thereof, including
without limitation alleged fraudulent inducement thereof, shall be settled by
binding arbitration in Las Vegas, Nevada by a panel of three arbitrators in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association. Judgment upon any arbitration award may be entered in any court
having jurisdiction thereof and the parties consent to the jurisdiction of the
courts of the State, of Nevada for this purpose.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written. This agreement will
supercede all previous agreements both written and verbal.
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"PURCHASER" "SELLER"
GATEWAY DISTRIBUTORS LTD THE CHELSEA COLLECTION, INC.
By____________________________ By_____________________________
Rick Bailey Francois Vautour
President / CEO President / CEO
Agreed to as Individuals:
Rick Bailey
Francois Vautour
Flo Ternes
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EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made effective as of April 2,
2004 by and between Gateway Distributors ("Gateway"), of 3035 E. Patrick Ln.,
Las Vegas, Nevada, 89120 and Tarun Mendiratta ("Tarun"), an individual.
A. Gateway is engaged in the business of Vitamin and Supplement
Distribution. Tarun will primarily perform the job duties at the following
location: 3035 E. Patrick Ln., Las Vegas, Nevada.
B. Gateway desires to have the services of Tarun.
C. Tarun is willing to be employed by Gateway.
Therefore, the parties agree as follows:
1. EMPLOYMENT. Gateway shall employ Tarun as manager of retail sales and
marketing. Tarun shall provide to Gateway the following services: To
promote and sell products, generate new business, acquisitions, and special
projects assigned by the officers of the company. Tarun accepts and agrees
to such employment, and agrees to be subject to the general supervision,
advice and direction of Gateway and Gateway's supervisory personnel. Tarun
shall also perform (i) such other duties as are customarily performed by an
employee in a similar position, and (ii) such other unrelated services and
duties as may be assigned to Tarun from time to time by Gateway.
2. BEST EFFORTS OF EMPLOYEE. Tarun agrees to perform faithfully,
industriously, and to the best of Tarun's ability, experience, and talents,
all of the duties that may be required by the express and implicit terms of
this Agreement, to the reasonable satisfaction of Gateway. Such duties
shall be provided at such place(s) as the needs, business, or opportunities
of Gateway may require from time to time.
3. COMMISSION PAYMENTS. Tarun will receive $3,000 per week for his services
effective immediately. This will be paid semi-monthly on the tenth day and
the twenty-fifth day of the month, each payment corresponding to the
semi-monthly period that ended approximately fifteen days prior to the
payment date.
4. EXPENSE REIMBURSEMENT. Gateway will reimburse Tarun for "out-of-pocket"
expenses incurred by Tarun in accordance with Gateway's policies.
5. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Tarun shall provide Gateway with
all information, suggestions, and recommendations regarding Gateway's
business, of which Tarun has knowledge that will be of benefit to Gateway.
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6. CONFIDENTIALITY. Tarun recognizes that Gateway has and will have
information regarding the following:
future plans and other vital information items (collectively, "Information")
which are valuable, special and unique assets of Gateway. Tarun agrees that
Tarun will not at any time or in any manner, either directly or indirectly,
divulge, disclose, or communicate any Information to any third party without the
prior written consent of Gateway, Tarun will protect the Information and treat
it s strictly confidential. A violation by Tarun of this paragraph shall be a
material violation of this Agreement and will justify legal and/or equitable
relief.
7. CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality
provisions of this Agreement shall remain in full force and effect for a
one year period after the termination of Tarun's employment. During this
period, neither party shall make pr permit the making of any public
announcement or statement of any kind that Tarun was formerly employed by
or connected with Gateway.
8. EMPLOYEE'S INABILITY TO CONTRACT FOR EMPLOYER. Tarun shall not have the
right to make any contracts or commitments for or on behalf of Gateway
without first obtaining the express written consent of Gateway.
9. TERM/TERMINATION. Tarun's employment under this Agreement shall be for an
unspecified term on an "at will" basis. This Agreement may be terminated by
Gateway upon 30 days written notice and by Tarun upon 30 days written
notice. If Gateway shall so terminate this Agreement, Tarun shall be
entitled to compensation for 30 days beyond the termination date of such
termination, unless Tarun is in violation of this Agreement. If Tarun is in
violation of this Agreement, Gateway may terminate employment without
notice and with compensation to Tarun only to the date of such
terminations. The compensation paid under this Agreement shall be Tarun's
exclusive remedy.
10. TERMINATION FOR DISABILITY. Gateway shall have the option to terminate this
Agreement, if Tarun becomes permanently disabled and is no longer able to
perform the essential functions of the position with reasonable
accommodation. Gateway shall exercise this option by giving 30 days written
notice to Tarun.
11. COMPLIANCE WITH EMPLOYER'S RULES. Tarun agrees to comply with all of the
rules and regulations of Gateway.
12. RETURN OF PROPERTY. Upon termination of this Agreement, Tarun shall deliver
to Gateway all property which is Gateway's property or related to Gateway's
business (including keys, records, notes, data, memoranda, models, and
equipment) that is in Tarun's possession or under Tarun's control. Such
obligation shall be
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governed by any separate confidentiality or proprietary rights agreement
signed by Tarun.
13. NOTICES. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in person or on the
third day after being deposited in the United States mail, postage paid,
address as follows:
Employer:
Gateway Distributors
3035 E. Patrick Lane
Las Vegas, Nevada 89120
Employee:
Tarun Mendiratta
Such addresses may be changed from time to time by either party by
providing written notice in the manner set forth above.
14. ENTIRE AGREEMENT. This agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other
agreement whether oral or written. This Agreement supersedes any prior
written or oral agreements between the parties.
15. AMENDMENT. This Agreement may be modified or amended, if the amendment is
made in writing and is signed by both parties.
16. SEVERABILITY. If any provision of this Agreement shall be held to be
invalid or enforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provisions
for this Agreement is invalid or unenforceable, but that by limiting such
provision it would become valid or enforceable, then such provision shall
be deemed to be written, construed, and enforced as so limited.
17. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of the Agreement shall not be construed as a waiver or limitation
of that party's right to subsequently enforcer and compel strict compliance
with every provision of this Agreement.
18. APPLICABLE LAW. This Agreement shall be governed by the laws of the State
of Nevada.
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In witness whereof, the parties have executed this employment agreement as of
April 2, 2004.
By: ________________________
Rick Bailey
President / CEO
Date: _____________
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CONSULTANT AGREEMENT
THIS AGREEMENT (THE "AGREEMENT") is made this 15th day of April 2004, by
and between P2R ("Consultant") a New York Corporation and, The Right Solution
Gateway., a Nevada corporation (the ""Company""). The term Consultant shall
also include any affiliates of "Consultant" uses for the "Company".
WHEREAS, "Consultant" and "Company" have heretofore entered into certain
oral and written agreements and
WHEREAS, it is the intent of "Consultant" and "Company" (the "Parties") to
enter into this agreement which will supercede and replace any and all existing
contracts, notes and agreement, whether written or oral, which have heretofore
existed between the parties, their agents and assigns; and
WHEREAS, "Consultant" has experience in retail and wholesale marketing, and
the "Company" desires to retain "Consultant" to advise and assist the "Company"
in its development on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, the "Company" and "Consultant" (the "Parties")
agree as follows:
The "Company" hereby retains "Consultant", effective as of the date hereof
(the "Effective Date") and continuing until termination, as provided
herein, to assist the "Company" in it's effecting the Client to be
determined licensing agreement to include product development.
"Consultant's or other third parties that may assist the "Company" in its
plans and future (the "Services"). The Services are to be provided on a
"best efforts" basis directly and through the "Consultant. "Consultant"
shall serve as a "Consultant" to the "Company" for the purpose of
developing and marketing a line of hot dog appliances and accessories.
SERVICES TO BE RENDERED
"Consultant" may supply services, without guarantee of outcome, from time
to time during the term of this Agreement, as determined by "Consultant", and
such other services as detailed below. The "Consultant" will provide the
"Company" with a written summation of the services provided hereunder on a
monthly basis. Said summation shall be submitted to the "Company" by the 10th
of each month during the term of this Agreement for the previous month.
Under this Agreement, "CONSULTANT" will use reasonable best efforts
throughout the term of this Agreement with the intent, without guarantee, to
facilitate a collaborative relationship with Client to be determined. There are
a
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number of contacts, at senior levels, to whom "CONSULTANT" may effect an
introduction of the "Company" for the purpose of assisting the "Company's
pursuits. These introduction services may include, but are not necessarily
limited to, the following, as determined and pursued by "CONSULTANT" to
reasonable ability and discretion:
1. Identify what specific types of products that best fit the parameters
for a "Company" Strategic Plan.
2. Schedule and conduct introductory meetings with potential clients.
3. Coordinate the follow-up conversations, meetings and, when instructed
by "Company", any negotiations that might result from the original
introductory meetings.
4. Advise "Company" on how best to assist "Company" in securing a desired
prospective new product.
5. Identify Manufacturing needs and companies
COMPENSATION AND MEANS OF PAYMENT OF COMPENSATION
The "Company" agrees to pay "Consultant", or at the option of "Consultant"
an employee or contractor of "Consultant", a fee for the Services which have
been and are to be rendered under the terms of this agreement. (""Consultant"
Fee"),
The Parties agree that the value of services rendered by "Consultant" to
the date of this agreement is $12,000 dollars per month. Payments will be one
month in advance. A payment of $12,000 will be made by April 15, 2004 and by the
15th of each future month.
The "Company" will pay 50% of the trip cost to China for product development as
indicated on invoice submitted by consultant.
TERM
This Agreement shall be month to month on going unless either party
requests to terminate the agreement with written notice. The agreement can be
canceled by either party without cause.
TIME AND EFFORT OF "CONSULTANT"
"Consultant" shall allocate time and "Consultant's Personnel as it deems
necessary to provide the Services. The particular amount of time may vary from
day to day or week to week. Except as otherwise agreed, "Consultant's monthly
statement identifying, in general, tasks performed for the "Company" shall be
conclusive evidence that the Services have been performed. In addition, neither
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"Consultant" nor "Consultant's Personnel shall be liable to the "Company" or any
of its shareholders for any act or omission in the course of or connected with
rendering the Services, including but not limited to losses that may be
sustained in any corporate act in any subsequent Business Opportunity (as
defined herein) undertaken by the "Company" as a result of advice provided by
"Consultant" or "Consultant's Personnel.
PLACE OF SERVICES
The Services provided by "Consultant" or "Consultant's Personnel hereunder
will be performed at "Consultant's offices accept as otherwise mutually agreed
by "Consultant" and the "Company".
INDEMNIFICATION
Subject to the provisions herein, the "Company" and "Consultant" agree to
indemnify, defend and hold each other harmless from and against all demands,
claims, actions, losses, damages, liabilities, costs and expenses, including
without limitation, interest, penalties and attorneys' fees and expenses
asserted against or imposed or incurred by either party by reason of or
resulting from any action or a breach of any representation, warranty, covenant,
condition, or agreement of the other party to this Agreement.
OTHER CONDITIONS
It is expressly understood that Consultant 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.
MISCELLANEOUS PROVISIONS
A. 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.
B. Amendment. This Agreement may only be amended or modified at any
time, and from time to time, in writing, executed by the parties
hereto.
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C. 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
set out below their signatures herein shall be their addresses unless
later advised in writing.
D. Captions. Captions herein are for the convenience of the parties
and shall not affect the interpretation of this Agreement.
E. 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.
F. Assignment. This Agreement is not assignable without the written
consent of the parties.
G. Entire Agreement. This Agreement constitutes the entire agreement
and understanding of the parties on the subject matter hereof and
supercedes all prior agreements and understandings on the subject
thereof. All prior agreements, whether written or oral, are merged
herein.
H. Choice of Law/Venue. The law 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.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
above written.
THE RIGHT SOLUTION GATEWAY. A NEVADA CORPORATION
3035 East Patrick Lane, Suite 14
Las Vegas, NV 89120
By: ______________________________
Rick Bailey - President
PRODUCTS 2 RETAIL, INC.
242-25A Oak Park Drive
Douglaston, NY 11362
Tel: 718-279-0074
Cell: 917-863-0058
By: ______________________________
Jeff Elson - President
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EXHIBIT 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Richard A. Bailey, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Gateway
Distributors, Ltd.;
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, results of operations, and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, 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 the registrant's disclosure
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 disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant'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 the registrant's ability to
record, process, summarize, and report financial data and have identified for
the registrant'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 the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated: May 17, 2004.
/s/ Richard A. Bailey
------------------------------------------------
Richard A. Bailey, President and Chief Executive
Officer
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Richard A. Bailey certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Gateway
Distributors, Ltd.;
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, results of operations, and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, 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 the registrant's disclosure
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 disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant'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 the registrant's ability to
record, process, summarize, and report financial data and have identified for
the registrant'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 the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated: May 17, 2004.
/s/ Richard A. Bailey
------------------------------------------
Richard A. Bailey, Chief Financial Officer
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Gateway Distributors, Ltd., a
Nevada corporation (the "Company"), on Form 10-QSB for the period ended March
31, 2004, as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Richard A. Bailey, Chief Executive Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
Dated: May 17, 2004.
By /s/ Richard A. Bailey
-------------------------------------
Richard A. Bailey,
Chief Executive Officer of
Gateway Distributors, Ltd.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Gateway Distributors, Ltd., a
Nevada corporation (the "Company"), on Form 10-QSB for the period ended March
31, 2004, as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Richard A. Bailey, Chief Financial Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
Dated: May 17, 2004.
By /s/ Richard A. Bailey
-------------------------------------
Richard A. Bailey,
Chief Financial Officer of
Gateway Distributors, Ltd.
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