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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                          COMMISSION FILE NO. 000-27879


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

          Nevada                          7389                   65-0683539
  (State or jurisdiction of    (Primary Standard Industrial   (I.R.S. Employer
incorporation or organization)  Classification Code Number)  Identification No.)

     3035 E. Patrick Lane, Suite 14, Las Vegas, Nevada 89120; (702) 938-9316
  (Address and telephone number of Registrant's principal executive offices and
                          principal place of business)

                 EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004
                             (Full title of the Plan)

   Richard A. Bailey, 3035 E. Patrick Lane, Suite 14, Las Vegas, Nevada 89120
                     (Name and address of agent for service)

                                 (702) 938-9316
          (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             900,000,000  $         0.0025 (2)  $         2,250,000  $          207.00
--------------------------------------------------------------------------------------------------
Total                    900,000,000                        $         2,250,000  $          207.00
--------------------------------------------------------------------------------------------------
<FN>
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 option exercise price set forth
in the Employee Stock Incentive Plan for the Year 2004, set forth in Exhibit 4.1 to this Form S-8.
</TABLE>


                                        1
<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,  2002,  filed  on  April  25,  2003.

          (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 10SB12G filed by the Registrant to register the
common  stock  under  the Securities 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.

     Other  than  as  set forth below, no named expert or counsel was hired on a
contingent  basis,  will  receive  a  direct  or  indirect interest in the small
business  issuer,  or  was  a  promoter,  underwriter, voting trustee, director,
officer,  or  employee  of  the  Registrant.

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


                                        2
<PAGE>
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
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.


                                        3
<PAGE>
     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 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.


                                        4
<PAGE>
               (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.

               (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."

          6.   The  Registrant,  with  approval  of  the  Registrant's  Board of
Directors, has obtained directors' and officers' liability insurance.

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


                                        5
<PAGE>
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  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
authorize,  in  the  City  of  Las  Vegas,  Nevada,  on  January  8,  2004.



                                   GATEWAY DISTRIBUTORS, LTD.


                                   By /s/ Richard A. Bailey
                                      ------------------------------------------
                                      Richard A. Bailey, President


                                        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       President and Chief Executive  January 8, 2004
--------------------------------            Officer
       Richard A. Bailey

      /s/ Florian R. Ternes                Secretary             January 8, 2004
--------------------------------
       Florian R. Ternes


                                        7
<PAGE>
<TABLE>
<CAPTION>
                                  EXHIBIT INDEX

EXHIBIT NO.            DESCRIPTION
-----------            -----------
<C>          <S>
   4.1       Employee Stock Incentive Plan for the Year 2004
   5         Opinion Re: Legality
  23.1       Consent of Accountants
  23.2       Consent of Counsel
</TABLE>


                                        8
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 23166}]
{"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": "333-112124", "film-number": "04538508"}, "business-address": {"street1": "3095 E. PATRICK LANE, SUITE 1", "city": "LAS VEGAS", "state": "NV", "zip": "89120"}, "mail-address": {"street1": "3095 E. PATRICK LANE, SUITE 1", "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

                          COMMISSION FILE NO. 000-27879

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

          Nevada                          7389                   65-0683539
  (State or jurisdiction of    (Primary Standard Industrial   (I.R.S. Employer
incorporation or organization)  Classification Code Number)  Identification No.)

     3035 E. Patrick Lane, Suite 14, Las Vegas, Nevada 89120; (702) 938-9316
  (Address and telephone number of Registrant's principal executive offices and
                          principal place of business)

                 EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004
                             (Full title of the Plan)

   Richard A. Bailey, 3035 E. Patrick Lane, Suite 14, Las Vegas, Nevada 89120
                     (Name and address of agent for service)

                                 (702) 938-9316
          (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             900,000,000  $         0.0025 (2)  $         2,250,000  $          207.00
--------------------------------------------------------------------------------------------------
Total                    900,000,000                        $         2,250,000  $          207.00
--------------------------------------------------------------------------------------------------
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 option exercise price set forth
in the Employee Stock Incentive Plan for the Year 2004, set forth in Exhibit 4.1 to this Form S-8.
1
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,  2002,  filed  on  April  25,  2003.

          (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 10SB12G filed by the Registrant to register the
common  stock  under  the Securities 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.

     Other  than  as  set forth below, no named expert or counsel was hired on a
contingent  basis,  will  receive  a  direct  or  indirect interest in the small
business  issuer,  or  was  a  promoter,  underwriter, voting trustee, director,
officer,  or  employee  of  the  Registrant.

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

                                        2
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
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.

                                        3
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 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.

                                        4
(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.

               (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."

          6.   The  Registrant,  with  approval  of  the  Registrant's  Board of
Directors, has obtained directors' and officers' liability insurance.

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

                                        5
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  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
authorize,  in  the  City  of  Las  Vegas,  Nevada,  on  January  8,  2004.

                                   GATEWAY DISTRIBUTORS, LTD.

                                   By /s/ Richard A. Bailey
                                      ------------------------------------------
                                      Richard A. Bailey, President

                                        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       President and Chief Executive  January 8, 2004
--------------------------------            Officer
       Richard A. Bailey

      /s/ Florian R. Ternes                Secretary             January 8, 2004
--------------------------------
       Florian R. Ternes

                                        7
EXHIBIT INDEX

EXHIBIT NO.            DESCRIPTION
-----------            -----------
4.1       Employee Stock Incentive Plan for the Year 2004
   5         Opinion Re: Legality
  23.1       Consent of Accountants
  23.2       Consent of Counsel
8