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GATEWAY DISTRIBUTORS, LTD.
3035 E. PATRICK LANE, SUITE 14
LAS VEGAS, NEVADA 89120
TELEPHONE (702) 938-9316
March 23, 2004
To Our Stockholders:
The purpose of this information statement is to inform the holders of record of shares of our common stock and preferred stock as of the close of business on the record date, March 15, 2004 that our board of directors has recommended, and that a majority of our stockholders intend to vote in favor of a resolution which will amend our articles of incorporation to increase the number of authorized shares of our preferred stock from 1,000,000 to 25,000,000 shares. Our board of directors believes that our current capital structure is inadequate for our present and future needs. Moreover, our directors believe that the adjustments to our capital structure will create additional benefits to us, including enabling us to package more attractive securities offerings through the use of common and preferred classes and providing us with the opportunity to finance selected commercial transactions without having to deplete working capital.
If the amendment is approved by a majority of the total number of shares of common stock and preferred stock issued and outstanding and entitled to vote on the matter, an amendment to our articles of incorporation will be filed by our proper officers.
We have two consenting stockholders, Richard A. Bailey, our founder, president, and a director, who holds 778,345,006 shares of our common stock and 498,000 shares of our preferred stock, and Florian Ternes, our director and secretary who holds 778,345,006 shares of our common stock and 498,000 shares of our preferred stock. Both Mr. Bailey and Mr. Ternes will vote in favor of the proposed amendment to our articles of incorporation. Messrs. Bailey and Ternes have the power to pass the proposed amendment without the concurrence of any of our other stockholders.
Pursuant to our Amended Certificate of Designation Establishing Series A Preferred Stock, each share of our currently issued and outstanding preferred stock may be converted into 1,000 fully paid and nonassessable shares of our common stock. On all matters submitted to a vote of the holders of the common stock, including, without limitation, the election of directors, a holder of shares of the preferred stock shall be entitled to the number of votes on such matters equal to the number of shares of the preferred stock held by such holder multiplied by the number of shares of the common stock each such share of the preferred stock shall then be convertible. Therefore, Mr. Bailey will have the power to vote 1,276,345,006 shares of the common stock, and Mr. Ternes will have the power to vote 1,276,341,672 shares of the common stock. Together, Messrs. Bailey and Ternes will have the power to vote 2,552,686,678, which number exceeds the majority of the issued and outstanding shares of our common stock on the record date required to pass the proposed amendment.
The May 2002 Amendment. This information statement is also being sent in connection with the previous approval by our board of directors of the corporate actions referred to below and their subsequent adoption by our majority stockholders. Accordingly, all necessary corporate approvals in connection with the matters referred to herein have been obtained, and the discussion of the May 2002 Amendment in this information statement is furnished solely for the purpose of informing stockholders, in the manner required under the Securities Exchange Act of 1934, as amended, of these corporate actions.
On May 31, 2002, as authorized by the necessary approvals of our board of directors and our majority stockholder, as of the record date of May 10, 2002, we approved the adoption of an amendment (the "May 2002 Amendment") to our articles of incorporation in the form of Attachment A attached hereto, which increased our authorized common stock from 2,000,000 to 25,000,000,000 shares. The May 2002 Amendment was adopted because our board of directors believed that our then existing capital structure was inadequate for our corporate needs.
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The May 2002 Amendment was implemented as part of our planned strategy of acquisitions during the summer of 2002. We considered entering into several acquisitions during the summer of 2002. However, our board of directors ultimately decided that only one acquisition was in the best interests of our shareholders. On August 15, 2002, we acquired all equity interest in Los Cabos Freedom Movement, a Wisconsin LLC, dba Grandma Hammans Specialty Foods. As consideration for the acquisition of Grandma Hammans , we agreed to assume Grandma Hammans' liabilities, which totaled approximately $217,000.
WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This information statement is being mailed on or about April 5, 2004 to all stockholders of record as of March 15, 2004.
We appreciate your continued interest in Gateway Distributors, Ltd.
Very truly yours,
GATEWAY DISTRIBUTORS, LTD.
3035 E. PATRICK LANE, SUITE 14
LAS VEGAS, NEVADA 89120
TELEPHONE (702) 938-9316
March 23, 2004
To Our Stockholders:
The purpose of this information statement is to inform the holders of record of shares of our common stock and preferred stock as of the close of business on the record date, March 15, 2004 that our board of directors has recommended, and that a majority of our stockholders intend to vote in favor of a resolution which will amend our articles of incorporation to increase the number of authorized shares of our preferred stock from 1,000,000 to 25,000,000 shares. Our board of directors believes that our current capital structure is inadequate for our present and future needs. Moreover, our directors believe that the adjustments to our capital structure will create additional benefits to us, including enabling us to package more attractive securities offerings through the use of common and preferred classes and providing us with the opportunity to finance selected commercial transactions without having to deplete working capital.
If the amendment is approved by a majority of the total number of shares of common stock and preferred stock issued and outstanding and entitled to vote on the matter, an amendment to our articles of incorporation will be filed by our proper officers.
We have two consenting stockholders, Richard A. Bailey, our founder, president, and a director, who holds 778,345,006 shares of our common stock and 498,000 shares of our preferred stock, and Florian Ternes, our director and secretary who holds 778,345,006 shares of our common stock and 498,000 shares of our preferred stock. Both Mr. Bailey and Mr. Ternes will vote in favor of the proposed amendment to our articles of incorporation. Messrs. Bailey and Ternes have the power to pass the proposed amendment without the concurrence of any of our other stockholders.
Pursuant to our Amended Certificate of Designation Establishing Series A Preferred Stock, each share of our currently issued and outstanding preferred stock may be converted into 1,000 fully paid and nonassessable shares of our common stock. On all matters submitted to a vote of the holders of the common stock, including, without limitation, the election of directors, a holder of shares of the preferred stock shall be entitled to the number of votes on such matters equal to the number of shares of the preferred stock held by such holder multiplied by the number of shares of the common stock each such share of the preferred stock shall then be convertible. Therefore, Mr. Bailey will have the power to vote 1,276,345,006 shares of the common stock, and Mr. Ternes will have the power to vote 1,276,341,672 shares of the common stock. Together, Messrs. Bailey and Ternes will have the power to vote 2,552,686,678, which number exceeds the majority of the issued and outstanding shares of our common stock on the record date required to pass the proposed amendment.
The May 2002 Amendment. This information statement is also being sent in connection with the previous approval by our board of directors of the corporate actions referred to below and their subsequent adoption by our majority stockholders. Accordingly, all necessary corporate approvals in connection with the matters referred to herein have been obtained, and the discussion of the May 2002 Amendment in this information statement is furnished solely for the purpose of informing stockholders, in the manner required under the Securities Exchange Act of 1934, as amended, of these corporate actions.
On May 31, 2002, as authorized by the necessary approvals of our board of directors and our majority stockholder, as of the record date of May 10, 2002, we approved the adoption of an amendment (the "May 2002 Amendment") to our articles of incorporation in the form of Attachment A attached hereto, which increased our authorized common stock from 2,000,000 to 25,000,000,000 shares. The May 2002 Amendment was adopted because our board of directors believed that our then existing capital structure was inadequate for our corporate needs.
1
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The May 2002 Amendment was implemented as part of our planned strategy of acquisitions during the summer of 2002. We considered entering into several acquisitions during the summer of 2002. However, our board of directors ultimately decided that only one acquisition was in the best interests of our shareholders. On August 15, 2002, we acquired all equity interest in Los Cabos Freedom Movement, a Wisconsin LLC, dba Grandma Hammans Specialty Foods. As consideration for the acquisition of Grandma Hammans , we agreed to assume Grandma Hammans' liabilities, which totaled approximately $217,000.
WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This information statement is being mailed on or about April 5, 2004 to all stockholders of record as of March 15, 2004.
We appreciate your continued interest in Gateway Distributors, Ltd.
Very truly yours,
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