U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933


                           GATEWAY DISTRIBUTORS, LTD.
             (Exact name of registrant as specified in its charter)

            Nevada                          7389                 88-0301278
  (State or jurisdiction of    (Primary Standard Industrial   (I.R.S. Employer
incorporation or organization)  Classification Code Number)  Identification No.)

             2555 East Washburn Road, North Las Vegas, Nevada 89081
  (Address and telephone number of Registrant's principal executive offices and
                          principal place of business)

         NON-EMPLOYEE CONSULTANTS RETAINER STOCK PLAN FOR THE YEAR 2006
                            (Full title of the Plan)

   Richard A. Bailey, 2555 East Washburn Avenue, North Las Vegas, Nevada 89081
                     (Name and address of agent for service)

                                 (702) 317-2400
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                                  CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------------------------------
                                                              Proposed maximum
Title of securities to  Amount to be    Proposed offering    aggregate offering       Amount of
be registered            registered    price per share (1)          price         registration fee
---------------------------------------------------------------------------------------------------
<S>                     <C>            <C>                   <C>                  <C>
Common Stock            7,000,000,000  $             0.0001  $           700,000  $           74.90
---------------------------------------------------------------------------------------------------
Total                   7,000,000,000  $             0.0001  $           700,000  $           74.90
---------------------------------------------------------------------------------------------------
</TABLE>
(1)  The  Offering  Price  is  used  solely  for  purposes  of  estimating  the
     registration  fee  pursuant  to  Rule  457(h)  promulgated  pursuant to the
     Securities  Act  of  1933.
(2)  This  Offering  Price per Share is established pursuant to the Non-Employee
     Consultants Retainer Stock Plan for the Year 2006, set forth in Exhibit 4.1
     to  this  Form  S-8.


<PAGE>
                                     PART I
              Information Required in the Section 10(a) Prospectus

ITEM  1.  PLAN  INFORMATION.

     See Item 2 below.

ITEM  2.  REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION.

     The  documents  containing the information specified in Part I, Items 1 and
2, will be delivered to each of the participants in accordance with Form S-8 and
Rule 428 promulgated under the Securities Act of 1933. The participants shall be
provided  a  written  statement notifying them that upon written or oral request
they  will  be  provided,  without  charge,  (i)  the  documents incorporated by
reference  in  Item  3  of Part II of the registration statement, and (ii) other
documents  required  to be delivered pursuant to Rule 428(b). The statement will
inform  the  participants  that these documents are incorporated by reference in
the  Section  10(a)  prospectus,  and shall include the address (giving title or
department) and telephone number to which the request is to be directed.

                                     PART II
               Information Required in the Registration Statement

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The following are hereby incorporated by reference:

          (a)     The  Registrant's  latest annual report on Form 10-KSB for the
fiscal year ended December 31, 2005, filed on April 17, 2006.

          (b)     All  other reports filed pursuant to Section 13(a) or 15(d) of
the  Securities Exchange Act of 1934 since the end of the fiscal year covered by
the Form 10-KSB referred to in (a) above.

          (c)     A  description of the Registrant's securities contained in the
Registration  Statement on Form 10-SB12G, as amended, filed by the Registrant to
register the common stock under the Exchange Act, including all amendments filed
for the purpose of updating such common stock description.

     All  documents  subsequently  filed  by the Registrant pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of  the  Exchange Act, prior to the filing of a
post-effective  amendment  which indicates that all securities offered have been
sold  or which deregisters all securities then remaining unsold, shall be deemed
to  be  incorporated  by  reference in the registration statement and to be part
thereof from the date of filing of such documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

     Not applicable.

ITEM  5.  INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL.

     Not applicable.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     Our  bylaws  do not contain a provision entitling any director or executive
officer  to  indemnification against its liability under the Securities Act. The
Nevada  Revised  Statutes  allow a company to indemnify our officers, directors,
employees,  and  agents from any threatened, pending, or completed action, suit,
or proceeding, whether civil, criminal, administrative, or investigative, except
under  certain  circumstances. Indemnification may only occur if a determination
has been made that the officer, director, employee, or agent acted in good faith
and  in  a manner, which such person believed to be in the best interests of the
Registrant.  A  determination  may  be  made  by  the


                                        2
<PAGE>
stockholders; by a majority of the directors who were not parties to the action,
suit,  or  proceeding  confirmed  by opinion of independent legal counsel; or by
opinion of independent legal counsel in the event a quorum of directors who were
not a party to such action, suit, or proceeding does not exist.

     Provided  the terms and conditions of these provisions under Nevada law are
met,  officers,  directors,  employees,  and  agents  of  the  Registrant may be
indemnified  against  any  cost,  loss,  or expense arising out of any liability
under  the  Securities  Act.  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons  of  the  Registrant,  we  have  been advised that in the opinion of the
Securities  and  Exchange  Commission,  such  indemnification  is against public
policy and is, therefore, unenforceable.

     The  Nevada Revised Statutes, stated herein, provide further for permissive
indemnification of officers and directors.

     "A.     NRS  78.7502.  Discretionary  and  mandatory  indemnification  of
             ------------
officers, directors, employees and agents: General provisions.

          "1.     A  corporation  may indemnify any person who was or is a party
or  is  threatened  to  be  made a party to any threatened, pending or completed
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative, except an action by or in the right of the corporation, by reason
of  the  fact  that  he  is or was a director, officer, employee or agent of the
corporation,  or  is  or  was  serving  at  the  request of the corporation as a
director,  officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by  him  in  connection  with the action, suit or proceeding if he acted in good
faith  and  in  a manner which he reasonably believed to be in or not opposed to
the  best interests of the corporation, and, with respect to any criminal action
or  proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination  of  any  action, suit or proceeding by judgment, order, settlement,
conviction  or  upon  a  plea of nolo contendere or its equivalent, does not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to  be  in  or  not opposed to the best
interests  of  the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.

          "2.     A  corporation  may indemnify any person who was or is a party
or  is  threatened  to  be  made a party to any threatened, pending or completed
action  or  suit  by or in the right of the corporation to procure a judgment in
its  favor by reason of the fact that he is or was a director, officer, employee
or  agent  of  the  corporation,  or  is  or  was  serving at the request of the
corporation  as  a  director, officer, employee or agent of another corporation,
partnership,  joint  venture,  trust  or  other  enterprise  against  expenses,
including amounts paid in settlement and attorneys' fees actually and reasonably
incurred  by  him  in connection with the defense or settlement of the action or
suit  if  he acted in good faith and in a manner which he reasonably believed to
be  in  or not opposed to the best interests of the corporation. Indemnification
may  not  be  made  for any claim, issue or matter as to which such a person has
been  adjudged  by  a  court  of competent jurisdiction, after exhaustion of all
appeals  therefrom,  to  be  liable  to  the  corporation or for amounts paid in
settlement  to  the corporation, unless and only to the extent that the court in
which  the  action  or suit was brought or other court of competent jurisdiction
determines  upon  application that in view of all the circumstances of the case,
the  person  is fairly and reasonably entitled to indemnity for such expenses as
the court deems proper.

          "3.     To the extent that a director, officer, employee or agent of a
corporation  has  been  successful  on the merits or otherwise in defense of any
action,  suit or proceeding referred to in subsections 1 and 2, or in defense of
any  claim, issue or matter therein, the corporation shall indemnify him against
expenses,  including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.

     "B.     NRS  78.751.  Authorization  required  for  discretionary
             -----------
indemnification;  advancement  of  expenses;  limitation  on indemnification and
advancement of expenses.

          "1.     Any  discretionary  indemnification  under  NRS 78.7502 unless
ordered  by  a  court  or  advanced pursuant to subsection 2, may be made by the
corporation  only  as  authorized  in  the  specific  case  upon  a


                                        3
<PAGE>
determination  that  indemnification of the director, officer, employee or agent
is proper in the circumstances. The determination must be made:

               "(a)     By  the  stockholders;

               "(b)     By  the  board of directors by majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding;

               "(c)     If  a  majority vote of a quorum consisting of directors
who were not parties to the action, suit or proceeding so orders, by independent
legal counsel in a written opinion; or

               "(d)     If a quorum consisting of directors who were not parties
to  the  action,  suit  or  proceeding  cannot be obtained, by independent legal
counsel in a written opinion.

          "2.     The articles of incorporation, the bylaws or an agreement made
by  the  corporation  may  provide  that  the expenses of officers and directors
incurred  in  defending  a  civil or criminal action, suit or proceeding must be
paid  by  the  corporation  as  they  are  incurred  and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or  on behalf of the director or officer to repay the amount if it is ultimately
determined  by  a  court of competent jurisdiction that he is not entitled to be
indemnified  by the corporation. The provisions of this subsection do not affect
any  rights  to  advancement of expenses to which corporate personnel other than
directors or officers may be entitled under any contract or otherwise by law.

          "3.     The  indemnification and advancement of expenses authorized in
NRS 78.7502 or ordered by a court pursuant to this section:

               "(a)     Does  not  exclude  any  other  rights to which a person
seeking  indemnification  or  advancement  of expenses may be entitled under the
articles  of  incorporation  or  any  bylaw,  agreement, vote of stockholders or
disinterested  directors  or  otherwise,  for  either  an action in his official
capacity  or an action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to or for the advancement of
expenses  made  pursuant to subsection 2, may not be made to or on behalf of any
director  or  officer  if  a  final  adjudication  establishes  that his acts or
omissions  involved  intentional misconduct, fraud or a knowing violation of the
law and was material to the cause of action.

               "(b)     Continues  for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.

     "C.     NRS  78.752.  Insurance  and  other  financial arrangements against
             -----------
liability of directors, officers, employees and agents.

          "1.     A  corporation  may  purchase  and  maintain insurance or make
other  financial  arrangements on behalf of any person who is or was a director,
officer,  employee  or  agent  of  the  corporation, or is or was serving at the
request  of the corporation as a director, officer, employee or agent of another
corporation,  partnership,  joint  venture,  trust  or  other enterprise for any
liability asserted against him and liability and expenses incurred by him in his
capacity as a director, officer, employee or agent, or arising out of his status
as  such,  whether  or  not  the  corporation has the authority to indemnify him
against such liability and expenses.

          "2.     The  other  financial  arrangements  made  by  the corporation
pursuant to subsection 1 may include the following:

               "(a)     The creation of a trust fund.

               "(b)     The establishment of a program of self-insurance.

               "(c)     The  securing  of  its  obligation of indemnification by
granting a security interest or other lien on any assets of the corporation.


                                        4
<PAGE>
               "(d)     The  establishment  of  a  letter of credit, guaranty or
surety.  No  financial  arrangement made pursuant to this subsection may provide
protection  for  a  person  adjudged by a court of competent jurisdiction, after
exhaustion  of  all  appeals therefrom, to be liable for intentional misconduct,
fraud  or  a knowing violation of law, except with respect to the advancement of
expenses or indemnification ordered by a court.

          "3.     Any insurance or other financial arrangement made on behalf of
a  person  pursuant  to  this  section may be provided by the corporation or any
other  person  approved  by  the  board of directors, even if all or part of the
other person's stock or other securities is owned by the corporation.

          "4.     In  the  absence  of  fraud:

               "(a)     The  decision  of  the  board  of  directors  as  to the
propriety  of  the  terms  and  conditions  of  any insurance or other financial
arrangement  made  pursuant  to  this  section  and  the choice of the person to
provide the insurance or other financial arrangement is conclusive; and

               "(b)     The  insurance  or  other  financial  arrangement:

                    "1.     Is  not  void  or  voidable;  and

                    "2.     Does  not  subject  any  director  approving  it  to
personal liability for his action, even if a director approving the insurance or
other financial arrangement is a beneficiary of the insurance or other financial
arrangement.

          "5.     A  corporation or its subsidiary which provides self-insurance
for itself or for another affiliated corporation pursuant to this section is not
subject to the provisions of Title 57 of the Nevada Revised Statutes."

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not applicable.

ITEM  8.  EXHIBITS.

     The  Exhibits required by Item 601 of Regulation S-B, and an index thereto,
are  attached.

ITEM  9.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (a)     (1)     To  file,  during  any  period in which offers or sales are
being  made, a post-effective amendment to this registration statement: (iii) To
include  any  material  information with respect to the plan of distribution not
previously  disclosed  in  the  registration statement or any material change to
such  information  in  the  registration  statement;

             (2)     That,  for  the  purpose of determining any liability under
the  Securities  Act of 1933, each such post-effective amendment shall be deemed
to  be  a new registration statement relating to the securities offered therein,
and  the  offering  of  such  securities  at that time shall be deemed to be the
initial bona fide offering thereof.

             (3)     To  remove  from  registration by means of a post-effective
amendment  any  of  the  securities  being registered which remain unsold at the
termination of the offering.

     (b)     That,  for  purposes  of  determining  any  liability  under  the
Securities  Act  of 1933, each filing of the registrant's annual report pursuant
to  section  13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where  applicable,  each  filing  of  an  employee  benefit plan's annual report
pursuant  to  section  15(d)  of  the  Securities  Exchange Act of 1934) that is
incorporated  by reference in the registration statement shall be deemed to be a
new


                                        5
<PAGE>
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c)     To  deliver  or  cause to be delivered with the prospectus, to each
person  to  whom  the  prospectus  is sent or given, the latest annual report to
security  holders  that  is  incorporated  by  reference  in  the prospectus and
furnished  pursuant  to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under  the  Securities  Exchange  Act  of  1934;  and,  where  interim financial
information  required to be presented by Article 3 of Regulation S-X are not set
forth  in the prospectus, to deliver, or cause to be delivered to each person to
whom  the  prospectus  is  sent  or  given,  the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.

     (d)     That  insofar  as indemnification for liabilities arising under the
Securities  Act  of 1933 may be permitted to directors, officers and controlling
persons  of  the  registrant pursuant to the foregoing provisions, or otherwise,
the  registrant  has  been  advised  that  in  the opinion of the Securities and
Exchange  Commission  such indemnification is against public policy as expressed
in  the  Act  and  is,  therefore,  unenforceable. In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant  of  expenses  incurred or paid by a director, officer or controlling
person  of  the  registrant  in  the  successful  defense of any action, suit or
proceeding)  is  asserted  by  such  director,  officer or controlling person in
connection  with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized, in the City of North Las Vegas, Nevada on July 27, 2006.


                                   GATEWAY DISTRIBUTORS, LTD.


                                   By /s/ Richard A. Bailey
                                     -----------------------------------------
                                     Richard A. Bailey, Chief Executive
                                     Officer and Chief Financial Officer


                                        6
<PAGE>
     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.


      Signature                          Title                       Date
      ---------                          -----                       ----


 /s/Richard A. Bailey      Chief Executive Officer and Chief     July 27, 2006
---------------------              Financial Officer
Richard A. Bailey


 /s/Florian R. Ternes
---------------------                  Secretary                 July 27, 2006
Florian R. Ternes


                                        7
<PAGE>
                                  EXHIBIT INDEX

   EXHIBIT NO.               DESCRIPTION
   -----------               -----------

      4.1         Non-Employee Consultants Retainer Stock Plan for the Year 2006

      5           Opinion Re: Legality

      23.1        Consent of Accountants

      23.2        Consent of Counsel
[{"type": "S-8", "sequence": "1", "filename": "forms-8.txt", "description": "GATEWAY DISTRIBUTORS S-8 7-26-2006", "secsgml_size_bytes": 22639}]
{"company-data": {"conformed-name": "GATEWAY DISTRIBUTORS LTD", "cik": "0001062760", "assigned-sic": "7389", "irs-number": "650683539", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-136082", "film-number": "06984956"}, "business-address": {"street1": "3220 PEPPER LANE", "city": "LAS VEGAS", "state": "NV", "zip": "89120", "phone": "702-317-2400"}, "mail-address": {"street1": "3220 PEPPER LANE", "city": "LAS VEGAS", "state": "NV", "zip": "89120"}}
U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                           GATEWAY DISTRIBUTORS, LTD.
             (Exact name of registrant as specified in its charter)

            Nevada                          7389                 88-0301278
  (State or jurisdiction of    (Primary Standard Industrial   (I.R.S. Employer
incorporation or organization)  Classification Code Number)  Identification No.)

             2555 East Washburn Road, North Las Vegas, Nevada 89081
  (Address and telephone number of Registrant's principal executive offices and
                          principal place of business)

         NON-EMPLOYEE CONSULTANTS RETAINER STOCK PLAN FOR THE YEAR 2006
                            (Full title of the Plan)

   Richard A. Bailey, 2555 East Washburn Avenue, North Las Vegas, Nevada 89081
                     (Name and address of agent for service)

                                 (702) 317-2400
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------------------------------
                                                              Proposed maximum
Title of securities to  Amount to be    Proposed offering    aggregate offering       Amount of
be registered            registered    price per share (1)          price         registration fee
---------------------------------------------------------------------------------------------------
Common Stock            7,000,000,000  $             0.0001  $           700,000  $           74.90
---------------------------------------------------------------------------------------------------
Total                   7,000,000,000  $             0.0001  $           700,000  $           74.90
---------------------------------------------------------------------------------------------------
(1)  The  Offering  Price  is  used  solely  for  purposes  of  estimating  the
     registration  fee  pursuant  to  Rule  457(h)  promulgated  pursuant to the
     Securities  Act  of  1933.
(2)  This  Offering  Price per Share is established pursuant to the Non-Employee
     Consultants Retainer Stock Plan for the Year 2006, set forth in Exhibit 4.1
     to  this  Form  S-8.
PART I
              Information Required in the Section 10(a) Prospectus

ITEM  1.  PLAN  INFORMATION.

     See Item 2 below.

ITEM  2.  REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION.

     The  documents  containing the information specified in Part I, Items 1 and
2, will be delivered to each of the participants in accordance with Form S-8 and
Rule 428 promulgated under the Securities Act of 1933. The participants shall be
provided  a  written  statement notifying them that upon written or oral request
they  will  be  provided,  without  charge,  (i)  the  documents incorporated by
reference  in  Item  3  of Part II of the registration statement, and (ii) other
documents  required  to be delivered pursuant to Rule 428(b). The statement will
inform  the  participants  that these documents are incorporated by reference in
the  Section  10(a)  prospectus,  and shall include the address (giving title or
department) and telephone number to which the request is to be directed.

                                     PART II
               Information Required in the Registration Statement

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The following are hereby incorporated by reference:

          (a)     The  Registrant's  latest annual report on Form 10-KSB for the
fiscal year ended December 31, 2005, filed on April 17, 2006.

          (b)     All  other reports filed pursuant to Section 13(a) or 15(d) of
the  Securities Exchange Act of 1934 since the end of the fiscal year covered by
the Form 10-KSB referred to in (a) above.

          (c)     A  description of the Registrant's securities contained in the
Registration  Statement on Form 10-SB12G, as amended, filed by the Registrant to
register the common stock under the Exchange Act, including all amendments filed
for the purpose of updating such common stock description.

     All  documents  subsequently  filed  by the Registrant pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of  the  Exchange Act, prior to the filing of a
post-effective  amendment  which indicates that all securities offered have been
sold  or which deregisters all securities then remaining unsold, shall be deemed
to  be  incorporated  by  reference in the registration statement and to be part
thereof from the date of filing of such documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

     Not applicable.

ITEM  5.  INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL.

     Not applicable.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     Our  bylaws  do not contain a provision entitling any director or executive
officer  to  indemnification against its liability under the Securities Act. The
Nevada  Revised  Statutes  allow a company to indemnify our officers, directors,
employees,  and  agents from any threatened, pending, or completed action, suit,
or proceeding, whether civil, criminal, administrative, or investigative, except
under  certain  circumstances. Indemnification may only occur if a determination
has been made that the officer, director, employee, or agent acted in good faith
and  in  a manner, which such person believed to be in the best interests of the
Registrant.  A  determination  may  be  made  by  the

                                        2
stockholders; by a majority of the directors who were not parties to the action,
suit,  or  proceeding  confirmed  by opinion of independent legal counsel; or by
opinion of independent legal counsel in the event a quorum of directors who were
not a party to such action, suit, or proceeding does not exist.

     Provided  the terms and conditions of these provisions under Nevada law are
met,  officers,  directors,  employees,  and  agents  of  the  Registrant may be
indemnified  against  any  cost,  loss,  or expense arising out of any liability
under  the  Securities  Act.  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons  of  the  Registrant,  we  have  been advised that in the opinion of the
Securities  and  Exchange  Commission,  such  indemnification  is against public
policy and is, therefore, unenforceable.

     The  Nevada Revised Statutes, stated herein, provide further for permissive
indemnification of officers and directors.

     "A.     NRS  78.7502.  Discretionary  and  mandatory  indemnification  of
             ------------
officers, directors, employees and agents: General provisions.

          "1.     A  corporation  may indemnify any person who was or is a party
or  is  threatened  to  be  made a party to any threatened, pending or completed
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative, except an action by or in the right of the corporation, by reason
of  the  fact  that  he  is or was a director, officer, employee or agent of the
corporation,  or  is  or  was  serving  at  the  request of the corporation as a
director,  officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by  him  in  connection  with the action, suit or proceeding if he acted in good
faith  and  in  a manner which he reasonably believed to be in or not opposed to
the  best interests of the corporation, and, with respect to any criminal action
or  proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination  of  any  action, suit or proceeding by judgment, order, settlement,
conviction  or  upon  a  plea of nolo contendere or its equivalent, does not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to  be  in  or  not opposed to the best
interests  of  the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.

          "2.     A  corporation  may indemnify any person who was or is a party
or  is  threatened  to  be  made a party to any threatened, pending or completed
action  or  suit  by or in the right of the corporation to procure a judgment in
its  favor by reason of the fact that he is or was a director, officer, employee
or  agent  of  the  corporation,  or  is  or  was  serving at the request of the
corporation  as  a  director, officer, employee or agent of another corporation,
partnership,  joint  venture,  trust  or  other  enterprise  against  expenses,
including amounts paid in settlement and attorneys' fees actually and reasonably
incurred  by  him  in connection with the defense or settlement of the action or
suit  if  he acted in good faith and in a manner which he reasonably believed to
be  in  or not opposed to the best interests of the corporation. Indemnification
may  not  be  made  for any claim, issue or matter as to which such a person has
been  adjudged  by  a  court  of competent jurisdiction, after exhaustion of all
appeals  therefrom,  to  be  liable  to  the  corporation or for amounts paid in
settlement  to  the corporation, unless and only to the extent that the court in
which  the  action  or suit was brought or other court of competent jurisdiction
determines  upon  application that in view of all the circumstances of the case,
the  person  is fairly and reasonably entitled to indemnity for such expenses as
the court deems proper.

          "3.     To the extent that a director, officer, employee or agent of a
corporation  has  been  successful  on the merits or otherwise in defense of any
action,  suit or proceeding referred to in subsections 1 and 2, or in defense of
any  claim, issue or matter therein, the corporation shall indemnify him against
expenses,  including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.

     "B.     NRS  78.751.  Authorization  required  for  discretionary
             -----------
indemnification;  advancement  of  expenses;  limitation  on indemnification and
advancement of expenses.

          "1.     Any  discretionary  indemnification  under  NRS 78.7502 unless
ordered  by  a  court  or  advanced pursuant to subsection 2, may be made by the
corporation  only  as  authorized  in  the  specific  case  upon  a

                                        3
determination  that  indemnification of the director, officer, employee or agent
is proper in the circumstances. The determination must be made:

               "(a)     By  the  stockholders;

               "(b)     By  the  board of directors by majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding;

               "(c)     If  a  majority vote of a quorum consisting of directors
who were not parties to the action, suit or proceeding so orders, by independent
legal counsel in a written opinion; or

               "(d)     If a quorum consisting of directors who were not parties
to  the  action,  suit  or  proceeding  cannot be obtained, by independent legal
counsel in a written opinion.

          "2.     The articles of incorporation, the bylaws or an agreement made
by  the  corporation  may  provide  that  the expenses of officers and directors
incurred  in  defending  a  civil or criminal action, suit or proceeding must be
paid  by  the  corporation  as  they  are  incurred  and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or  on behalf of the director or officer to repay the amount if it is ultimately
determined  by  a  court of competent jurisdiction that he is not entitled to be
indemnified  by the corporation. The provisions of this subsection do not affect
any  rights  to  advancement of expenses to which corporate personnel other than
directors or officers may be entitled under any contract or otherwise by law.

          "3.     The  indemnification and advancement of expenses authorized in
NRS 78.7502 or ordered by a court pursuant to this section:

               "(a)     Does  not  exclude  any  other  rights to which a person
seeking  indemnification  or  advancement  of expenses may be entitled under the
articles  of  incorporation  or  any  bylaw,  agreement, vote of stockholders or
disinterested  directors  or  otherwise,  for  either  an action in his official
capacity  or an action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to or for the advancement of
expenses  made  pursuant to subsection 2, may not be made to or on behalf of any
director  or  officer  if  a  final  adjudication  establishes  that his acts or
omissions  involved  intentional misconduct, fraud or a knowing violation of the
law and was material to the cause of action.

               "(b)     Continues  for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.

     "C.     NRS  78.752.  Insurance  and  other  financial arrangements against
             -----------
liability of directors, officers, employees and agents.

          "1.     A  corporation  may  purchase  and  maintain insurance or make
other  financial  arrangements on behalf of any person who is or was a director,
officer,  employee  or  agent  of  the  corporation, or is or was serving at the
request  of the corporation as a director, officer, employee or agent of another
corporation,  partnership,  joint  venture,  trust  or  other enterprise for any
liability asserted against him and liability and expenses incurred by him in his
capacity as a director, officer, employee or agent, or arising out of his status
as  such,  whether  or  not  the  corporation has the authority to indemnify him
against such liability and expenses.

          "2.     The  other  financial  arrangements  made  by  the corporation
pursuant to subsection 1 may include the following:

               "(a)     The creation of a trust fund.

               "(b)     The establishment of a program of self-insurance.

               "(c)     The  securing  of  its  obligation of indemnification by
granting a security interest or other lien on any assets of the corporation.

                                        4
"(d)     The  establishment  of  a  letter of credit, guaranty or
surety.  No  financial  arrangement made pursuant to this subsection may provide
protection  for  a  person  adjudged by a court of competent jurisdiction, after
exhaustion  of  all  appeals therefrom, to be liable for intentional misconduct,
fraud  or  a knowing violation of law, except with respect to the advancement of
expenses or indemnification ordered by a court.

          "3.     Any insurance or other financial arrangement made on behalf of
a  person  pursuant  to  this  section may be provided by the corporation or any
other  person  approved  by  the  board of directors, even if all or part of the
other person's stock or other securities is owned by the corporation.

          "4.     In  the  absence  of  fraud:

               "(a)     The  decision  of  the  board  of  directors  as  to the
propriety  of  the  terms  and  conditions  of  any insurance or other financial
arrangement  made  pursuant  to  this  section  and  the choice of the person to
provide the insurance or other financial arrangement is conclusive; and

               "(b)     The  insurance  or  other  financial  arrangement:

                    "1.     Is  not  void  or  voidable;  and

                    "2.     Does  not  subject  any  director  approving  it  to
personal liability for his action, even if a director approving the insurance or
other financial arrangement is a beneficiary of the insurance or other financial
arrangement.

          "5.     A  corporation or its subsidiary which provides self-insurance
for itself or for another affiliated corporation pursuant to this section is not
subject to the provisions of Title 57 of the Nevada Revised Statutes."

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not applicable.

ITEM  8.  EXHIBITS.

     The  Exhibits required by Item 601 of Regulation S-B, and an index thereto,
are  attached.

ITEM  9.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (a)     (1)     To  file,  during  any  period in which offers or sales are
being  made, a post-effective amendment to this registration statement: (iii) To
include  any  material  information with respect to the plan of distribution not
previously  disclosed  in  the  registration statement or any material change to
such  information  in  the  registration  statement;

             (2)     That,  for  the  purpose of determining any liability under
the  Securities  Act of 1933, each such post-effective amendment shall be deemed
to  be  a new registration statement relating to the securities offered therein,
and  the  offering  of  such  securities  at that time shall be deemed to be the
initial bona fide offering thereof.

             (3)     To  remove  from  registration by means of a post-effective
amendment  any  of  the  securities  being registered which remain unsold at the
termination of the offering.

     (b)     That,  for  purposes  of  determining  any  liability  under  the
Securities  Act  of 1933, each filing of the registrant's annual report pursuant
to  section  13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where  applicable,  each  filing  of  an  employee  benefit plan's annual report
pursuant  to  section  15(d)  of  the  Securities  Exchange Act of 1934) that is
incorporated  by reference in the registration statement shall be deemed to be a
new

                                        5
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c)     To  deliver  or  cause to be delivered with the prospectus, to each
person  to  whom  the  prospectus  is sent or given, the latest annual report to
security  holders  that  is  incorporated  by  reference  in  the prospectus and
furnished  pursuant  to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under  the  Securities  Exchange  Act  of  1934;  and,  where  interim financial
information  required to be presented by Article 3 of Regulation S-X are not set
forth  in the prospectus, to deliver, or cause to be delivered to each person to
whom  the  prospectus  is  sent  or  given,  the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.

     (d)     That  insofar  as indemnification for liabilities arising under the
Securities  Act  of 1933 may be permitted to directors, officers and controlling
persons  of  the  registrant pursuant to the foregoing provisions, or otherwise,
the  registrant  has  been  advised  that  in  the opinion of the Securities and
Exchange  Commission  such indemnification is against public policy as expressed
in  the  Act  and  is,  therefore,  unenforceable. In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant  of  expenses  incurred or paid by a director, officer or controlling
person  of  the  registrant  in  the  successful  defense of any action, suit or
proceeding)  is  asserted  by  such  director,  officer or controlling person in
connection  with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized, in the City of North Las Vegas, Nevada on July 27, 2006.

                                   GATEWAY DISTRIBUTORS, LTD.

                                   By /s/ Richard A. Bailey
                                     -----------------------------------------
                                     Richard A. Bailey, Chief Executive
                                     Officer and Chief Financial Officer

                                        6
Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.

      Signature                          Title                       Date
      ---------                          -----                       ----

 /s/Richard A. Bailey      Chief Executive Officer and Chief     July 27, 2006
---------------------              Financial Officer
Richard A. Bailey

 /s/Florian R. Ternes
---------------------                  Secretary                 July 27, 2006
Florian R. Ternes

                                        7
EXHIBIT INDEX

   EXHIBIT NO.               DESCRIPTION
   -----------               -----------

      4.1         Non-Employee Consultants Retainer Stock Plan for the Year 2006

      5           Opinion Re: Legality

      23.1        Consent of Accountants

      23.2        Consent of Counsel