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                                    65-0683539
         --------                                  ----------
(State or other jurisdiction of       (I.R.S. Employer Identification No.)
incorporation or organization)

            3095 East Patrick Lane, Suite 1, Las Vegas, Nevada 89120
            --------------------------------------------------------
                    (Address of principal executive offices)

               The 2003 Benefit Plan of Gateway Distributors, Ltd.
                            (Full title of the plan)


             Richard A. Bailey, 3095 East Patrick Lane, Suite 1, Las
                Vegas, Nevada 89120 (Name, address, including zip
                           code, of agent for service)

                   Telephone number for Issuer: (702) 938-9316

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                         CALCULATION OF REGISTRATION FEE

Title of Securities to be         Amounts to be      Proposed Maximum           Proposed Maximum            Amount of
Registered                        Registered         Offering Price Per         Aggregate Offering          Registration
                                                     Share(1)                   Price                       Fee
Common Stock, 0.001 par                    5,000,000         $0.30                  $1,500,000              $375.00
value
================================  ================== =========================  =========================== ==================

(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the average bid and asked price of the registrant's common
         stock as of December 6, 2002 a date within five business days prior to
         the date of filing of this registration statement.

         In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the Plan described herein.

</TABLE>



                                    Page -1-

<PAGE>




                 2003 Benefit Plan of Gateway Distributors, Ltd.
                  Cross-Reference Sheet Pursuant to Rule 404(a)

         Cross-reference between items of Part I of Form S-8 and the Section
10(a) Prospectus that will be delivered to each employee, consultant, or
director who participates in the Plan.

Registration Statement Item Numbers and Headings    Prospectus Heading

1.       Plan Information                           Section 10(a) Prospectus

2.       Registrant Information and                 Section 10(a) Prospectus
         Employee Plan Annual Information



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed by Gateway Distributors, Ltd., a Nevada
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference:

         1.       The Company's Annual Report on Form 10-KSB for the fiscal
                  year ended December 31, 2001.

         2. All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year ended December 31, 2001.

         Prior to the filing, if any, of a post-effective amendment that
indicates that all securities covered by this Registration Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.

Item 4.  Description of Securities

         The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. A description of such securities is contained in the
Company's Form 10-SB filed with the Commission on October 29, 1999, and any
amendment or report filed for the purpose of updating such description. Said
description is incorporated herein by reference. (See "Item 3. Incorporation of
Documents by Reference.")





                                    Page -2-

<PAGE>




Item 5. Interests of Named Experts and Counsel

          No expert is named as preparing or certifying all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given an opinion on the
validity of the securities being offered hereby was hired on a contingent basis
or has or is to receive, in connection with this offering, a substantial
interest, direct or indirect, in the Company.

Item 6. Indemnification of Directors and Officers

Sections 78.7502 and 78.751 of the Nevada Business Corporation Act, as amended,
provide for the indemnification of the Company's officers, directors, employees
and agents under certain circumstances as follows:

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.



                                    Page -3-

<PAGE>



 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.

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 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 NRS 78.7502 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.

Articles of Incorporation.

The Company's Amended and Restated Articles of Incorporation provide that the
personal liability of a director or officer of the Company to the Company or its
stockholders for monetary damages for breach of fiduciary duty, for any action
taken or for any failure to take any action, as a director or officer, shall be
eliminated to the fullest extent permissible under Nevada law, except for (a)
acts or omissions which involve intentional misconduct, fraud, infliction of
harm on the Company or its stockholders or a knowing violation of criminal law,
(b) the payment of distributions in violation of Section 78.300 of the Nevada


                                    Page -4-

<PAGE>



Revised Statutes, or (c) the amount of a financial benefit received by a
director to which he is not entitled. The Company's Bylaws also contain a
provision for the indemnification of the Company's directors (see
"Indemnification of Directors and Officers - Bylaws" below).

Bylaws.

The Company's Bylaws provide for the indemnification of the Company's directors,
officers, employees, or agents under certain circumstances as follows:

 The Corporation shall indemnify its directors, officers and employees as
follows:
          a. Every director of the Corporation shall be indemnified by the
         Corporation against all expenses and liabilities, including counsel
         fees, reasonably incurred by or imposed upon him in connection with any
         proceeding to which he may be made a party, or in which he may become
         involved, by reason of his being or having been a director of the
         Corporation or is or was serving at the request of the Corporation as a
         director of the corporation, partnership, joint venture, trust or
         enterprise, or any settlement thereof, whether or not he is a director
         at the time such expenses are incurred, except in such cases wherein
         the director is adjudged guilty of willful misfeasance or malfeasance
         in the performance of his duties; provided that in the event of a
         settlement the indemnification herein shall apply only when the Board
         of Directors approves such settlement and reimbursement as being for
         the best interest of the Corporation.

          b. The Corporation shall provide to any person who is or was a
         director of the Corporation or is or was serving at the request of the
         Corporation as a director of the corporation, partnership, joint
         venture, trust or enterprise, the indemnity against expenses of suit,
         litigation or other proceedings which is specifically permissible under
         applicable law.

          c. The Board of Directors may, in its discretion, direct the purchase
         of liability insurance by way of implementing the provisions of Article
         V of the bylaws.

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceedings) is asserted by such
director, officer, or controlling person in connection with any securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to 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 issues.

Item 7.   Exemption from Registration Claimed

No restricted securities are being re-offered or resold pursuant to this
registration statement.






                                    Page -5-

<PAGE>



Item 8. Exhibits.

         The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 9.

Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this Registration Statement 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) To treat, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment as 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) The undersigned registrant hereby undertakes 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 this
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) 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.



                      [THIS SPACE INTENTIONALLY LEFT BLANK]


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<PAGE>



                                   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, on December 9, 2002.
                                                     Gateway Distributors, Ltd.


   By:                /s/ Richard Bailey
      --------------------------------------------------------------------
                              Richard A. Bailey, as President and Director


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below
constitutes and appoints Richard A. Bailey with power of substitution, as his
attorney-in-fact for him, in all capacities, to sign any amendments to this
registration statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact or his
substitutes may do or cause to be done by virtue hereof.

         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 date indicated.
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Signature                                   Title                                       Date


/s/ Richard Bailey                          President and Director                      December 9, 2002
--------------------------------------------
Richard A. Bailey


/s/ Florian Ternes                          Director.                                   December 9, 2002
--------------------------------------------
Florian R. Ternes


/s/ Mathew Swan                             Director.                                   December 9, 2002
--------------------------------------------
Mathew Swan

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                                    Page -7-

<PAGE>






                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933




                           Gateway Distributors, Ltd.
                             (a Nevada corporation)









                                    Page -8-

<PAGE>







INDEX TO EXHIBITS

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                                                                                                         Page
Exhibits              SEC Ref. No.                     Description of Exhibit
--------              ------------                     ----------------------
A                          4            2003 Stock Benefit Plan of the Company                            10
B                       5, 23(b)        Opinion and consent of Counsel with respect to                    14
                                        the legality of the issuance of securities being
                                        issued

C                        23(a)          Consent of Accountant                                             17
D                        10(a)          Prospecturs                                                       18

</TABLE>






























                                    Page -9-

<PAGE>




                              THE 2003 BENEFIT PLAN

                                       OF

                           Gateway Distributors, Ltd.


                                    Page -10-

<PAGE>



               THE 2003 BENEFIT PLAN OF GATEWAY DISTRIBUTORS, LTD.

         Gateway Distributors, Ltd., a Nevada corporation (the "Company"),
hereby adopts The 2003 Benefit Plan of Gateway Distributors, Ltd. (the "Plan")
this 9th day of December, 2002. Under the Plan, the Company may issue stock, or
grant options to acquire the Company's common stock, par value $0.001 (the
"Stock"), from time to time to employees of the Company or its subsidiaries, all
on the terms and conditions set forth herein ("Benefits"). In addition, at the
discretion of the Board of Directors, Benefits may from time to time be granted
under this Plan to other individuals, including consultants or advisors, who
contribute to the success of the Company or its subsidiaries but are not
employees of the Company or its subsidiaries, provided that bona fide services
shall be rendered by consultants and advisors and such services must not be in
connection with the offer or sale of securities in a capital-raising
transaction. No stock may be issued, or option granted under the benefit plan to
consultants, advisors, or other persons who directly or indirectly promote or
maintain a market for the Company's securities.

1. Purpose of the Plan. The Plan is intended to aid the Company in maintaining
and developing a management team, attracting qualified officers and employees
capable of assuring the future success of the Company, and rewarding those
individuals who have contributed to the success of the Company. The Company has
designed this Plan to aid it in retaining the services of executives and
employees and in attracting new personnel when needed for future operations and
growth and to provide such personnel with an incentive to remain employees of
the Company, to use their best efforts to promote the success of the Company's
business, and to provide them with an opportunity to obtain or increase a
proprietary interest in the Company. It is also designed to permit the Company
to reward those individuals who are not employees of the Company but who
management perceives to have contributed to the success of the Company or who
are important to the continued business and operations of the Company. The above
goals will be achieved through the granting of Benefits.

2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). Subject to compliance with
applicable provisions of the governing law, the Board may delegate
administration of this Plan or specific administrative duties with respect to
this Plan on such terms and to such committees of the Board as it deems proper
(hereinafter the Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators thereof shall be final and binding on all
participants in this Plan absent a showing of demonstrable error. No member of
the Plan Administrators shall be liable for any action taken or determination
made in good faith with respect to this Plan. Any Benefit approved by a majority
vote of those Plan Administrators attending a duly and properly held meeting
shall be valid. Any Benefit approved by the Plan Administrators shall be
approved as specified by the Board at the time of delegation.

3. Shares of Stock Subject to this Plan. A total of five million (5,000,000)
shares of Stock may be subject to, or issued pursuant to, Benefits granted under
this Plan. If any right to acquire Stock granted under this Plan is exercised by
the delivery of shares of Stock or the relinquishment of rights to shares of
Stock, only the net shares of Stock issued (the shares of stock issued less the
shares of Stock surrendered) shall count against the total number of shares
reserved for issuance under the terms of this Plan.



                                    Page -11-

<PAGE>



4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires. The
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.

5. Eligibility. The Plan Administrators may grant Benefits to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the Company
or its subsidiaries, including consultants and advisors, provided that such
consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction. In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Benefits shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.
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<S><C>

6.       Term of Options issued as Benefits and Certain Limitations on Right to Exercise.
         --------------------------------------------------------------------------------

         a.       Each Option issued as a benefit hereunder ("Option") shall have its term established by the Plan
         Administrators at the time the Option is granted.

         b.       The term of the Option, once it is granted, may be reduced only as provided for in this Plan and
         under the express written provisions of the Option.

         c. Unless otherwise specifically provided by the written provisions of
         the Option or required by applicable disclosure or other legal
         requirements promulgated by the Securities and Exchange Commission
         ("SEC"), no participant of this Plan or his or her legal
         representative, legatee, or distributee will be, or shall be deemed to
         be, a holder of any shares subject to an Option unless and until such
         participant exercises his or her right to acquire all or a portion of
         the Stock subject to the Option and delivers the required consideration
         to the Company in accordance with the terms of this Plan and then only
         as to the number of shares of Stock acquired. Except as specifically
         provided in this Plan or as otherwise specifically provided by the
         written provisions of the Option, no adjustment to the exercise price
         or the number of shares of Stock subject to the Option shall be made
         for dividends or other rights for which the record date is prior to the
         date on which the Stock subject to the Option is acquired by the
         holder.

         d.       Options shall vest and become exercisable at such time or times and on such terms as the Plan
         Administrators may determine at the time of the grant of the Option.

         e.       Options may contain such other provisions, including further lawful restrictions on the vesting and
         exercise of the Options as the Plan Administrators may deem advisable.

         f.       In no event may an Option be exercised after the expiration of its term.

         g.       Options shall be non-transferable, except by the laws of descent and distribution.



                                                       Page -12-

<PAGE>



7.       Exercise Price.   The Plan Administrators shall establish the exercise price payable to the Company for
         --------------
shares to be obtained pursuant to Options, which exercise price may be amended from time to time as the Plan
Administrators shall determine.

8.       Payment of Exercise Price.  The exercise of any Option shall be contingent on receipt by the Company of
         -------------------------
the exercise price paid in either cash, certified or personal check payable to the Company.
</TABLE>

9. Withholding. If the grant of a Benefit hereunder, or exercise of an Option
given as a Benefit is subject to withholding or other trust fund payment
requirements of the Internal Revenue Code of 1986, as amended (the "Code"), or
applicable state or local laws, the Company will initially pay the Optionee's
liability and will be reimbursed by Optionee no later than six months after such
liability arises and Optionee hereby agrees to such reimbursement terms.

10. Dilution or Other Adjustment. The shares of Common Stock subject to this
Plan and the exercise price of outstanding Options are subject to proportionate
adjustment in the event of a stock dividend on the Common Stock or a change in
the number of issued and outstanding shares of Common Stock as a result of a
stock split, consolidation, or other recapitalization. The Company, at its
option, may adjust the Options, issue replacements, or declare Options void.

11. Benefits to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Benefits
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Benefits made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.

12. Listing and Registration of Shares. Each Option shall be subject to the
requirement that if at any time the Plan Administrators shall determine, in
their sole discretion, that it is necessary or desirable to list, register, or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.

13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the 5 billionth share is issued hereunder.

14. Amendment of this Plan. This Plan may not be amended more than once during
any six month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect.

       ATTEST:

/s/ Richard Bailey
Richard A. Bailey, President


                                    Page -13-

                                     <PAGE>





                                 Gerald Einhorn
                                 Attorney at Law

                          268 West 400 South, Suite 300
                           Salt Lake City, Utah 84101
                            Telephone (801) 575-8073
                            Facsimile (801) 575-8092



December 9, 2002


Board of Directors
Gateway Distributors, Ltd.
3095 East Patrick Lane
Las Vegas, Nevada 89120

Re: Form S-8 Registration Statement

Gentlemen:

       I have acted as special counsel for Gateway Distributors, Ltd., a Nevada
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission ("the Commission") under the Securities
Act of 1933, as amended, ("the Act") of a Registration Statement on Form S-8
(the "Registration Statement"). The Company is registering a Benefit Plan
entitled "The 2003 Benefit Plan of Gateway Distributors, Ltd." (the "Benefit
Plan") pursuant to which the Company has authorized the issuance of five million
(5,000,000) shares of the Company's common stock, par value $0.001 (the
"Shares"). In connection with the Company's filing of the Registration
Statement, you have requested my opinion regarding the validity of the issuance
of the aforementioned Shares.

       This opinion letter (this "Opinion") is governed by, and shall be
interpreted in accordance with the Legal Opinion Accord (the "Accord") of the
ABA Section of Business Law (1991). As a consequence, it is subject to a number
of qualifications and limitations, all as more particularly described in the
Accord, and this Opinion should be read in conjunction therewith.

       In connection with the preparation of this Opinion, I have examined the
following:

    1.  The Company's Articles of Incorporation, amendments thereto and Bylaws;
       2.  The Registration Statement herein referenced;
       3. The authorization and approval, dated December 9, 2002, by the
       Company's Board of Directors of the Company's 2003 Benefit Plan
       concerning the Shares and Registration Statement; 4. The Company's
       Section 10(a) Prospectus for the Registration Statement; 5. The Company's
       Form 10-KSB for the fiscal year ended December 31, 2001 and the Company's
             Form 10-QSB for the quarterly period ended September 30, 2002;


                                    Page -14-

<PAGE>



       6.  Such other documents as I have deemed necessary for the purposes of
         this Opinion.

       Additionally, I have made such investigations of federal law as I have
considered necessary and appropriate to form a basis for this opinion. My
opinion is qualified by the scope of the review specified herein and I make no
representations as to the sufficiency of my investigation for this opinion. I
further expressly exempt from this opinion any representations as to the
completeness, adequacy, accuracy or any other aspect of the financial statements
incorporated in the Registration Statement.

       The documentation and representations provided to me for this opinion by
the Company and its duly authorized representatives indicate that the Company is
validly organized under the laws of the State of Nevada; the Company is current
in its filings with the Commission; the Company's Board of Directors has
authorized the Benefit Plan; the Company's Board of Directors has authorized the
filing of the Registration Statement; and that the number of shares to be
included in the Registration Statement are available for issuance based upon
corporate documentation and on the number of shares actually issued and
outstanding. As such, I am of the opinion that the Shares herein referenced have
been duly and validly authorized and that subject to compliance with all
provisions of the Plan, the Shares will be validly issued as fully paid and
non-assessable shares of common stock in the Company.

       This opinion is based upon and subject to the qualifications and
limitations specified below:

       (A) Certain of the remedial provisions of the 2003 Benefit Plan may be
       further limited or rendered unenforceable by other applicable laws and
       interpretations.

       (B) In rendering the opinion that the shares of the Common Stock to be
       registered pursuant to the Registration Statement and issued under the
       Benefit Plan will be validly issued, fully paid and nonassessable, I
       assumed that: (1) the Company's Board of Directors has exercised good
       faith in establishing the value paid for the Shares; (2) all issuances
       and cancellations of the capital stock of the Company will be fully and
       accurately reflected in the Company's Stock Records as provided by the
       Company's transfer agent; and (3) the consideration, as determined by the
       Company's Board of Directors, to be received in exchange for each
       issuance of common stock of the Company, has been paid in full and
       actually received by the Company.

       (C) I have made no independent verification of the facts asserted to be
       true and accurate by authorized representatives of the Company and have
       assumed that no person or entity has engaged in fraud or
       misrepresentation regarding the inducement relating to, or the execution
       or delivery of, the documents reviewed.

       (D) In rendering this opinion I have assumed that all signatures are
       genuine, that all documents submitted to me as copies conform
       substantially to the originals, that all documents have been duly
       executed on or as of the date represented on the documents, that
       execution and delivery of the documents was duly authorized on the part
       of the parties, that all documents are legal, valid and binding on the
       parties and that all corporate records are complete.

       (E) I have assumed that the Company is satisfying the substantive
       requirements of Form S-8 and I expressly disclaim any opinion regarding
       the Company's compliance with such requirements, whether they are of


                                    Page -15-

<PAGE>



       federal or state origin, or any opinion as to the subsequent tradeability
       of any Shares issued pursuant to the Benefit Plan.

       (F) I am admitted to practice law in the State of New York. I am not
       admitted to practice law in the State of Nevada or in any other
       jurisdiction where the Company may own property or transact business.
       This opinion is with respect to federal law only and I have not consulted
       legal counsel from any other jurisdiction for the purpose of the opinion
       contained herein. I expressly except from this opinion any opinion as to
       whether or to what extent a Nevada court or any other court would apply
       Nevada law, or the law of any other state or jurisdiction, to any
       particular aspect of the facts, circumstances and transactions that are
       the subject of this opinion.

       (G) This opinion is strictly limited to the parameters contained and
       referenced herein and is valid only as to the signature date with respect
       to the same. I assume no responsibility to advise you of any subsequent
       changes or developments which might affect any aspect to this opinion.

       I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. This opinion may not be used, relied upon, circulated,
quoted or otherwise referenced in whole or in part for any purpose without my
prior written consent.

Sincerely,


/s/ Gerald Einhorn
Gerald Einhorn
Member - New York State Bar








                                    Page -16-

                                     <PAGE>






                         PERRIN, FORDREE & COMPANY, P.C.
                          901 Wilshire Drive, Suite 400
                              Troy, Michigan 48084
                               Phone 249-362-3600

CONSENT OF INDEPENDENT ACCOUNTANTS


December 9, 2002





Gateway Distributors, Ltd.
3095 East Patrick Lane
Suite 1
Las Vegas, Nevada 89120


We consent to the incorporation by reference in this Registration Statement of
Gateway Distributors, Ltd on Form S-8 of our report dated April 10, 2002,
included and incorporated by reference on Form 10-K of Gateway Distributors
Ltd., for the year ended December 31, 2001..






/s/ Perrin, Fordree & Company, P.C.
PERRIN, FORDREE & COMPANY, P.C.








                                    Page -17-

                                     <PAGE>



                           SECTION 10(A) PROSPECTUS OF
                           GATEWAY DISTRIBUTORS, LTD.

December 4, 2002: This document constitutes part of a prospectus covering
securities of Gateway Distributors, Ltd., a Nevada corporation ("Company"), that
have been registered with the Securities and Exchange Commission ("Commission")
under the Securities Act of 1933. This document, a Section 10(a) Prospectus,
contains and constitutes four sections. The first and second sections "General
Plan Information" and "Registrant Information and Employee Plan Annual
Information" are found in this prospectus. The Company's latest Form 10-KSB, for
the fiscal year ended December 31, 2001 and Form 10-QSB for the period ended
September 30, 2002, which are incorporated herein by this reference, comprise
the third section of this prospectus, with which offerees are being
constructively provided. The fourth section of this prospectus contains a Stock
Option Agreement and Notice of Exercise, which are provided to offerees of stock
options, to be completed and submitted within the time permitted, in conjunction
with the tender of the appropriate consideration, by those who wish to exercise
their options.

Item 1.
       General Plan Information

The Company's board of directors ("Board") has adopted a stock option plan for
its employees and others entitled "The 2003 Benefit Plan of Gateway
Distributors, Ltd." ("Plan"). Pursuant to the Plan, the Board can authorize the
issuance of shares or options to purchase up to an aggregate of five million
(5,000,000) shares of the Company's common stock, par value $0.001 per share,
over a maximum five (5) year period, although the Board may shorten this period.

The Board adopted the Plan on December 9, 2002. The Plan is intended to aid the
Company in maintaining and developing a quality management team, attracting
qualified employees, consultants, and advisors who can contribute to the future
success of the Company, and in providing such individuals with an incentive to
use their best efforts to promote the growth and profitability of the Company.

The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), nor qualified under Section 401(a)
of the Internal Revenue Code of 1986, as amended ("Code"). Administration of the
Plan is the exclusive province of the Board. Board members are elected at each
annual meeting of shareholders for a term of one year. Should the Company fail
to hold an annual meeting, each member of the Board serves until his or her
successor is duly elected and qualified.

As ultimate administrators of the Plan, the Board should be contacted with
requests for additional Plan information. Alternatively, the Board may appoint a
committee to administer the Plan (hereinafter the Board or its duly authorized
committee shall be referred to as "Plan Administrators"). As no committee has
been authorized by the Board, the current Board members are the Plan
Administrators. This group includes Richard Bailey and Florian Ternes. The
address of the Board is c/o the Company, 3095 Patrick Lane, Suite 1, Las Vegas,
Nevada 89120, telephone number (702) 938-9316.

In the event a vacancy in the Board arises, the vote of a majority of remaining
directors may select a successor, or, if the vacancy is not filled by the
remaining Board, the vote of shareholders may also elect a successor to fill


                                    Page -18-

<PAGE>



such vacancy. Board members may be removed from office by the vote of
shareholders representing not less than two-thirds (2/3) of the shares entitled
to vote on such removal. Plan Administrators who are not Board members can be
removed or appointed at any time for any reason by the majority vote of Board
members.

The Plan Administrators shall interpret the Plan (which interpretation is
binding on the participants absent demonstrable error), determine which
employees or others shall receive shares or options, decide the number of shares
or options to be issued, and establish other terms related to the issuance or
granting of shares or options not already established in the Company's Plan.
Information concerning changes in the Plan Administrators will be provided in
the future either in the Company's proxy statements, annual or other reports, or
in amendments to this document.

Securities to be Offered

Shares and options providing for the issuance or purchase of common stock
equaling a maximum of five million (5,000,000) shares may be granted under the
Plan. All options under the Plan are "non-qualified" stock options. The number
of shares issuable under the Plan is subject to adjustment in the event of
changes in the outstanding shares resulting from stock dividends, stock splits,
or recapitalization.

Employees Who May Participate in the Plan

The Board shall determine which of the Company's employees are eligible to
shares or options under the Plan. The term "Employee" includes any employee,
director, officer, or consultant or advisor of the Company or any of its
subsidiaries, provided that bona fide services shall be rendered by consultants
and advisors and such services must not be in connection with the offer or sale
of securities in a capital-raising transaction.

Purchase of Securities Pursuant to the Plan and Payment for Securities Offered

The Plan Administrators shall determine which employees shall receive shares or
options. The Plan is not subject to ERISA. The securities are to be issued by
the Company and not purchased on the open market or otherwise.

Options granted under the Plan shall be exercisable as determined by the Plan
Administrators. If an option granted under the Plan should expire or terminate
for any reason without having been exercised in full, the shares that have not
been purchased, subject to that option, will again be available for grant under
the Plan.

The exercise price payable to the Company for optioned shares shall be as set
forth from time to time by the Plan Administrator. The exercise of any share
option shall be contingent on receipt by the Company of the exercise price paid
in either cash, certified or personal check payable to the Company.

The shares subject to the Plan and the exercise price of outstanding options are
subject to proportionate adjustment in the event of a stock dividend or a change
in the number of issued and outstanding shares as a result of a stock split,
consolidation, or other recapitalization. Options and all other interests under
the Plan shall be non-transferable, except by means of a will or the laws of
descent and distribution.

Amendments and Termination


                                    Page -19-

<PAGE>



The Plan may be abandoned or terminated at any time by the Plan Administrators
except with respect to any options then outstanding under the Plan. The Plan
shall otherwise terminate on the earlier of the date that is five years from the
date first appearing in the Plan or the date on which a share or an option for
the issuance of the five-millionth share is granted under the Plan or the date
on which the five-millionth share is deregistered on a post-effective amendment
on Form S-8 filed with the Commission. No options may be granted under the terms
of the Plan after it has been terminated. The Board may alter or amend the Plan
only once during any six month period, except as to comply with changes to the
Code. No termination, suspension, alteration or amendment may adversely affect
the rights of a holder of a previously issued option without the consent of that
holder.

Resale of Common Stock

Shares issued under the Plan or purchased on exercise of options granted under
the Plan will have been initially registered pursuant to a Form S-8 Registration
Statement filed by the Company. Subsequent resales of shares obtained pursuant
to the Plan may be eligible for immediate resale depending on whether an
exemption from registration is available or whether the shares are in fact
registered. The Company makes no statement as to subsequent salability of
specific shares obtained pursuant to the Plan and urges any persons seeking to
sell shares so obtained to seek counsel from independent attorneys.

As may be applicable for subsequent resale of shares obtained from the Plan, the
Board believes that the Company has filed all reports and other materials
required to be filed with the Commission during the preceding twelve months
under the Securities Exchange Act of 1934 as of June 24, 2002.

Tax Effects of Plan Participation & Nonstatutory Options

The following discussion of the federal income tax consequences of participation
in the Plan is only a summary, does not purport to be complete, and does not
cover, among other things, state and local tax consequences. Additionally,
differences in participants' financial situations may cause federal, state, and
local tax consequences of participation in the Plan to vary. Therefore, each
participant in the Plan is urged to consult his or her own accountant, legal or
other advisor regarding the tax consequences of participation in the Plan. This
discussion is based on the provisions of the Code as presently in effect.

Under the current provisions of the Code, if shares are issued to the original
holder of a non-qualified option granted and exercised under the Plan (assuming
there is not an active trading market for options of the Company), (i) the
option holder ("Holder") will not recognize income at the time of the grant of
the option; (ii) on exercise of the option the Holder will recognize ordinary
income in an amount equal to the excess of the fair market value of the shares
acquired at the time of exercise over the exercise price; (iii) upon the sale of
the shares the Holder will recognize a short term or long term capital gain, or
loss, as may be, in an amount equal to the difference between the amount he or
she receives from the sale of those shares and the Holder's tax basis in the
shares (as described below); and (iv) the Company will be entitled to expense as
compensation the amount of ordinary income that the holder recognized, as set
forth in Clause (ii) above.

 If the Holder pays the exercise  price  entirely in cash,  the tax basis of the
shares will be equal to the amount of the exercise  price paid plus the ordinary
income recognized by the Holder from exercising the options. This


                                    Page -20-

<PAGE>



basis should equal the fair market value of the shares acquired on the date of
exercise. The holding period, if any, will begin on the day after the tax basis
of the shares is determined.

The ordinary income received by the Holder on exercise of the option is
considered to be compensation from the Company. As with other forms of
compensation, withholding tax and other payments will be due with respect to the
exercise of the options. The Company will initially pay the optionee's liability
and will be reimbursed by optionee no later than six months after such liability
arises. optionee hereby agrees to such reimbursement terms.

Item 2.
       Registrant Information and Employee Plan Annual Information

The Company will provide to any Employee upon request a copy, without charge, of
the Company's periodic reports filed with the Commission, including its latest
annual report on Form 10-KSB and its quarterly reports on Form 10-QSB. The
Company will also provide any Employee upon written or oral request a copy,
without charge, of the documents incorporated by reference in Item 3 of Part II
of the Form S-8 registration statement. These documents are also incorporated by
reference into the Section 10(a) Prospectus, of which this document is a part.
Requests for such information should be directed to the Company at Company, 3095
East Patrick Lane, Suite 1, Las Vegas, Nevada 89120.


                                    Page -4-

<PAGE>


<TABLE>
<CAPTION>
<S><C>

                             STOCK OPTION AGREEMENT

       This Stock Option Agreement ("Stock Option Agreement") is granted this ___ day of _____, 200_ by
Gateway Distributors, Ltd. (the "Company") to                        , an employee of the Company and a _________
                                             ------------------------
resident ("Optionee").

                                    PREMISES

       A.
       The Company has received valuable services from Optionee in the past and
       desires to compensate Optionee for these services by issuing Optionee an
       option (the "Option") to purchase a total of ___________, shares of the
       Company's common stock, par value $0.001 at a price of $____________ per
       option, to be issued pursuant to a Form S-8 under the Securities Act of
       1933 as amended ("Form S- 8").


       B.
       The exercise price of the Common Stock issuable on exercise of the
       options at the date of this grant shall be $_________ per share.

       C.
       These Options are being granted pursuant to the 2003 Benefit Plan, which
       is incorporated herein by this reference.

                                      GRANT

       1.
       Grant of Options. The Company hereby irrevocably grants Optionee the
       right and option ("Option") to purchase all of the above described
       _____________ shares of Common Stock, on the terms and conditions set
       forth herein and subject to the provisions of the Stock Option Plan.

       2.
       Term of Option. This Option may be exercised, in whole or in part, at any
       time but before __________ Years have elapsed from the date of this
       Option. All rights to exercise this option end with the termination of
       employment with the Company, for any reason and by any party.

       3.
       Method of Exercising. This Option may be exercised in accordance with all
       the terms and conditions set forth in this Option and the Stock Option
       Plan, by delivery of a notice of exercise a form of which is attached
       hereto as Exhibit "A" and incorporated herein by this reference, setting
       forth the number of Options along with a signed letter of instruction to
       the stock broker Optionee will employ in selling the shares indicating
       that the specified exercise price shall be paid immediately upon the sale
       or otherwise within one week of Optionee's exercise of this Option.



                                    Page -5-

<PAGE>



       4.
       Optionee Not an Affiliate. Optionee hereby represents, warrants and
       covenants that it is not an affiliate of the Company as that term is
       defined in Rule 144(a)(1) under the Securities Act of 1933.

       5.
       Availability of Shares. During the term of this Option, the Company shall
       reserve for issuance the number of shares of Common Stock required to
       satisfy this Option.


       6.
       Adjustments to Number of Shares. The number of shares of Common Stock
       subject to this Option shall be adjusted to take into account any stock
       splits, stock dividends, recapitalization of the Common Stock as provided
       in the Stock Option Plan.

       7.
       Limitation on Exercise. If the board of directors of the Company, in its
       sole discretion, shall determine that it is necessary or desirable to
       list, register, or qualify the Common Stock under any state or federal
       law, this Option may not be exercised, in whole or part, until such
       listing, registration, or qualification shall have been obtained free of
       any conditions not acceptable to the board of directors.

       8.
       Record Owner.  The Company may deem the Optionee as the absolute owner of this Option for all
       ------------
       purposes.  This Option is exercisable only by the Optionee, or by the Optionee's duly designated
       appointed representative.  This Option is not assignable.

       9.
       Shareholder's Rights. The Optionee shall have shareholder rights with
       respect to the Option shares only when Optionee has exercised this Option
       to purchase those shares and provided the Company with the letter of
       instruction specified in Section 4 of this Option.

       10.
       Validity and Construction.  The validity and construction of this Agreement shall be governed by the
       -------------------------
       laws of the State of Nevada.

       IN WITNESS WHEREOF, the below signatures evidence the execution of this
Option by the parties on the date first appearing herein.

OPTIONEE





       GATEWAY DISTRIBUTORS, LTD.



                                    Page -6-

<PAGE>



-----------------------------------

       --------------------------------------
                                    Optionee



       Richard Bailey, President








                                    Page -7-

<PAGE>



                                                  NOTICE OF EXERCISE




                                      (To be signed only upon exercise of Option)

TO: Gateway Distributors, Ltd.

       The undersigned, the owner of the attached Option, hereby irrevocably elects to exercise the rights to
purchase thereunder                                                                    (                  ) shares of Common
                    ------------------------------------------------------------------
Stock of Gateway Distributors, Ltd. and herewith pays for the shares in the manner specified in the Option.
The undersigned requests that the certificates for such shares be delivered to them according to instructions
indicated below.  If such shares are not all of the shares purchasable under the Option, the undersigned further
requests that a new option certificate be issued and delivered to the undersigned for the remaining shares
purchasable under the Option.

DATED this _______ day of                                     , 200   ..
                           -----------------------------------     ---







       By:_________________________________





       Optionee




                                    Page -8-

<PAGE>



                                                 AFFIDAVIT OF OPTIONEE

       I, , being an individual residing in the State of _____ ("Affiant"), make
the following affidavit based upon facts known to me about which I could
competently testify to if so required.

       Affiant was retained by Gateway Distributors, Ltd., a Nevada corporation,
("Gateway ") as an employee for a substantial time period preceding __________,
20__ during which period Affiant became familiar with the business operations of
Gateway.

       During the above-mentioned time, Affiant performed the following services for Gateway :

-------------------------------------------------------------------------------------------------------------------


-------------------------------------------------------------------------------------------------------------------


-------------------------------------------------------------------------------------------------------------------


-------------------------------------------------------------------------------------------------------------------


The services provided were not in connection with the offer or sale of
securities in a capital-raising transaction. Affiant provided the services with
the understanding that Affiant would receive compensation for such services,
possibly including the grant of options to purchase shares of Gateway 's common
stock.

       I declare under the penalty of perjury that the foregoing is true and correct.  Executed this _____ day of
_________, 200_, in _______________________.

Date:_____________




       Affiant








       -----------------------------------






       -----------------------------------

                                 ACKNOWLEDGMENT



                                    Page -9-

<PAGE>


STATE OF
       )



       :ss
COUNTY OF
        )

       Before me, a notary public of said state, on the ____ day of ______ 200_,
personally appeared _____________________, to me known, who on oath stated
he/she signed the foregoing Affidavit as his or her voluntary act and deed, the
for the purposes therein expressed, and that the facts stated therein are true.



       SEAL






       ----------------------------------------------




       Notary Public

</TABLE>


                                    Page -10-

<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "gateways8.txt", "secsgml_size_bytes": 63615}]
{"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": "333-101718", "film-number": "02851801"}, "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"}}
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                                    65-0683539
         --------                                  ----------
(State or other jurisdiction of       (I.R.S. Employer Identification No.)
incorporation or organization)

            3095 East Patrick Lane, Suite 1, Las Vegas, Nevada 89120
            --------------------------------------------------------
                    (Address of principal executive offices)

               The 2003 Benefit Plan of Gateway Distributors, Ltd.
                            (Full title of the plan)

             Richard A. Bailey, 3095 East Patrick Lane, Suite 1, Las
                Vegas, Nevada 89120 (Name, address, including zip
                           code, of agent for service)

                   Telephone number for Issuer: (702) 938-9316
CALCULATION OF REGISTRATION FEE

Title of Securities to be         Amounts to be      Proposed Maximum           Proposed Maximum            Amount of
Registered                        Registered         Offering Price Per         Aggregate Offering          Registration
                                                     Share(1)                   Price                       Fee
Common Stock, 0.001 par                    5,000,000         $0.30                  $1,500,000              $375.00
value
================================  ================== =========================  =========================== ==================

(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the average bid and asked price of the registrant's common
         stock as of December 6, 2002 a date within five business days prior to
         the date of filing of this registration statement.

         In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the Plan described herein.
Page -1-
2003 Benefit Plan of Gateway Distributors, Ltd.
                  Cross-Reference Sheet Pursuant to Rule 404(a)

         Cross-reference between items of Part I of Form S-8 and the Section
10(a) Prospectus that will be delivered to each employee, consultant, or
director who participates in the Plan.

Registration Statement Item Numbers and Headings    Prospectus Heading

1.       Plan Information                           Section 10(a) Prospectus

2.       Registrant Information and                 Section 10(a) Prospectus
         Employee Plan Annual Information

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed by Gateway Distributors, Ltd., a Nevada
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference:

         1.       The Company's Annual Report on Form 10-KSB for the fiscal
                  year ended December 31, 2001.

         2. All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year ended December 31, 2001.

         Prior to the filing, if any, of a post-effective amendment that
indicates that all securities covered by this Registration Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.

Item 4.  Description of Securities

         The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. A description of such securities is contained in the
Company's Form 10-SB filed with the Commission on October 29, 1999, and any
amendment or report filed for the purpose of updating such description. Said
description is incorporated herein by reference. (See "Item 3. Incorporation of
Documents by Reference.")

                                    Page -2-
Item 5. Interests of Named Experts and Counsel

          No expert is named as preparing or certifying all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given an opinion on the
validity of the securities being offered hereby was hired on a contingent basis
or has or is to receive, in connection with this offering, a substantial
interest, direct or indirect, in the Company.

Item 6. Indemnification of Directors and Officers

Sections 78.7502 and 78.751 of the Nevada Business Corporation Act, as amended,
provide for the indemnification of the Company's officers, directors, employees
and agents under certain circumstances as follows:

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.

                                    Page -3-
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.

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 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 NRS 78.7502 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.

Articles of Incorporation.

The Company's Amended and Restated Articles of Incorporation provide that the
personal liability of a director or officer of the Company to the Company or its
stockholders for monetary damages for breach of fiduciary duty, for any action
taken or for any failure to take any action, as a director or officer, shall be
eliminated to the fullest extent permissible under Nevada law, except for (a)
acts or omissions which involve intentional misconduct, fraud, infliction of
harm on the Company or its stockholders or a knowing violation of criminal law,
(b) the payment of distributions in violation of Section 78.300 of the Nevada

                                    Page -4-
Revised Statutes, or (c) the amount of a financial benefit received by a
director to which he is not entitled. The Company's Bylaws also contain a
provision for the indemnification of the Company's directors (see
"Indemnification of Directors and Officers - Bylaws" below).

Bylaws.

The Company's Bylaws provide for the indemnification of the Company's directors,
officers, employees, or agents under certain circumstances as follows:

 The Corporation shall indemnify its directors, officers and employees as
follows:
          a. Every director of the Corporation shall be indemnified by the
         Corporation against all expenses and liabilities, including counsel
         fees, reasonably incurred by or imposed upon him in connection with any
         proceeding to which he may be made a party, or in which he may become
         involved, by reason of his being or having been a director of the
         Corporation or is or was serving at the request of the Corporation as a
         director of the corporation, partnership, joint venture, trust or
         enterprise, or any settlement thereof, whether or not he is a director
         at the time such expenses are incurred, except in such cases wherein
         the director is adjudged guilty of willful misfeasance or malfeasance
         in the performance of his duties; provided that in the event of a
         settlement the indemnification herein shall apply only when the Board
         of Directors approves such settlement and reimbursement as being for
         the best interest of the Corporation.

          b. The Corporation shall provide to any person who is or was a
         director of the Corporation or is or was serving at the request of the
         Corporation as a director of the corporation, partnership, joint
         venture, trust or enterprise, the indemnity against expenses of suit,
         litigation or other proceedings which is specifically permissible under
         applicable law.

          c. The Board of Directors may, in its discretion, direct the purchase
         of liability insurance by way of implementing the provisions of Article
         V of the bylaws.

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceedings) is asserted by such
director, officer, or controlling person in connection with any securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to 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 issues.

Item 7.   Exemption from Registration Claimed

No restricted securities are being re-offered or resold pursuant to this
registration statement.

                                    Page -5-
Item 8. Exhibits.

         The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 9.

Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this Registration Statement 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) To treat, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment as 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) The undersigned registrant hereby undertakes 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 this
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) 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.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]

                                    Page -6-
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, on December 9, 2002.
                                                     Gateway Distributors, Ltd.

   By:                /s/ Richard Bailey
      --------------------------------------------------------------------
                              Richard A. Bailey, as President and Director

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below
constitutes and appoints Richard A. Bailey with power of substitution, as his
attorney-in-fact for him, in all capacities, to sign any amendments to this
registration statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact or his
substitutes may do or cause to be done by virtue hereof.

         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 date indicated.
Signature                                   Title                                       Date

/s/ Richard Bailey                          President and Director                      December 9, 2002
--------------------------------------------
Richard A. Bailey

/s/ Florian Ternes                          Director.                                   December 9, 2002
--------------------------------------------
Florian R. Ternes

/s/ Mathew Swan                             Director.                                   December 9, 2002
--------------------------------------------
Mathew Swan
Page -7-
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                           Gateway Distributors, Ltd.
                             (a Nevada corporation)

                                    Page -8-
INDEX TO EXHIBITS
Page
Exhibits              SEC Ref. No.                     Description of Exhibit
--------              ------------                     ----------------------
A                          4            2003 Stock Benefit Plan of the Company                            10
B                       5, 23(b)        Opinion and consent of Counsel with respect to                    14
                                        the legality of the issuance of securities being
                                        issued

C                        23(a)          Consent of Accountant                                             17
D                        10(a)          Prospecturs                                                       18
Page -9-
THE 2003 BENEFIT PLAN

                                       OF

                           Gateway Distributors, Ltd.

                                    Page -10-
THE 2003 BENEFIT PLAN OF GATEWAY DISTRIBUTORS, LTD.

         Gateway Distributors, Ltd., a Nevada corporation (the "Company"),
hereby adopts The 2003 Benefit Plan of Gateway Distributors, Ltd. (the "Plan")
this 9th day of December, 2002. Under the Plan, the Company may issue stock, or
grant options to acquire the Company's common stock, par value $0.001 (the
"Stock"), from time to time to employees of the Company or its subsidiaries, all
on the terms and conditions set forth herein ("Benefits"). In addition, at the
discretion of the Board of Directors, Benefits may from time to time be granted
under this Plan to other individuals, including consultants or advisors, who
contribute to the success of the Company or its subsidiaries but are not
employees of the Company or its subsidiaries, provided that bona fide services
shall be rendered by consultants and advisors and such services must not be in
connection with the offer or sale of securities in a capital-raising
transaction. No stock may be issued, or option granted under the benefit plan to
consultants, advisors, or other persons who directly or indirectly promote or
maintain a market for the Company's securities.

1. Purpose of the Plan. The Plan is intended to aid the Company in maintaining
and developing a management team, attracting qualified officers and employees
capable of assuring the future success of the Company, and rewarding those
individuals who have contributed to the success of the Company. The Company has
designed this Plan to aid it in retaining the services of executives and
employees and in attracting new personnel when needed for future operations and
growth and to provide such personnel with an incentive to remain employees of
the Company, to use their best efforts to promote the success of the Company's
business, and to provide them with an opportunity to obtain or increase a
proprietary interest in the Company. It is also designed to permit the Company
to reward those individuals who are not employees of the Company but who
management perceives to have contributed to the success of the Company or who
are important to the continued business and operations of the Company. The above
goals will be achieved through the granting of Benefits.

2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). Subject to compliance with
applicable provisions of the governing law, the Board may delegate
administration of this Plan or specific administrative duties with respect to
this Plan on such terms and to such committees of the Board as it deems proper
(hereinafter the Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators thereof shall be final and binding on all
participants in this Plan absent a showing of demonstrable error. No member of
the Plan Administrators shall be liable for any action taken or determination
made in good faith with respect to this Plan. Any Benefit approved by a majority
vote of those Plan Administrators attending a duly and properly held meeting
shall be valid. Any Benefit approved by the Plan Administrators shall be
approved as specified by the Board at the time of delegation.

3. Shares of Stock Subject to this Plan. A total of five million (5,000,000)
shares of Stock may be subject to, or issued pursuant to, Benefits granted under
this Plan. If any right to acquire Stock granted under this Plan is exercised by
the delivery of shares of Stock or the relinquishment of rights to shares of
Stock, only the net shares of Stock issued (the shares of stock issued less the
shares of Stock surrendered) shall count against the total number of shares
reserved for issuance under the terms of this Plan.

                                    Page -11-
4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires. The
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.

5. Eligibility. The Plan Administrators may grant Benefits to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the Company
or its subsidiaries, including consultants and advisors, provided that such
consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction. In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Benefits shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.
6.       Term of Options issued as Benefits and Certain Limitations on Right to Exercise.
         --------------------------------------------------------------------------------

         a.       Each Option issued as a benefit hereunder ("Option") shall have its term established by the Plan
         Administrators at the time the Option is granted.

         b.       The term of the Option, once it is granted, may be reduced only as provided for in this Plan and
         under the express written provisions of the Option.

         c. Unless otherwise specifically provided by the written provisions of
         the Option or required by applicable disclosure or other legal
         requirements promulgated by the Securities and Exchange Commission
         ("SEC"), no participant of this Plan or his or her legal
         representative, legatee, or distributee will be, or shall be deemed to
         be, a holder of any shares subject to an Option unless and until such
         participant exercises his or her right to acquire all or a portion of
         the Stock subject to the Option and delivers the required consideration
         to the Company in accordance with the terms of this Plan and then only
         as to the number of shares of Stock acquired. Except as specifically
         provided in this Plan or as otherwise specifically provided by the
         written provisions of the Option, no adjustment to the exercise price
         or the number of shares of Stock subject to the Option shall be made
         for dividends or other rights for which the record date is prior to the
         date on which the Stock subject to the Option is acquired by the
         holder.

         d.       Options shall vest and become exercisable at such time or times and on such terms as the Plan
         Administrators may determine at the time of the grant of the Option.

         e.       Options may contain such other provisions, including further lawful restrictions on the vesting and
         exercise of the Options as the Plan Administrators may deem advisable.

         f.       In no event may an Option be exercised after the expiration of its term.

         g.       Options shall be non-transferable, except by the laws of descent and distribution.

                                                       Page -12-
7.       Exercise Price.   The Plan Administrators shall establish the exercise price payable to the Company for
         --------------
shares to be obtained pursuant to Options, which exercise price may be amended from time to time as the Plan
Administrators shall determine.

8.       Payment of Exercise Price.  The exercise of any Option shall be contingent on receipt by the Company of
         -------------------------
the exercise price paid in either cash, certified or personal check payable to the Company.
9. Withholding. If the grant of a Benefit hereunder, or exercise of an Option
given as a Benefit is subject to withholding or other trust fund payment
requirements of the Internal Revenue Code of 1986, as amended (the "Code"), or
applicable state or local laws, the Company will initially pay the Optionee's
liability and will be reimbursed by Optionee no later than six months after such
liability arises and Optionee hereby agrees to such reimbursement terms.

10. Dilution or Other Adjustment. The shares of Common Stock subject to this
Plan and the exercise price of outstanding Options are subject to proportionate
adjustment in the event of a stock dividend on the Common Stock or a change in
the number of issued and outstanding shares of Common Stock as a result of a
stock split, consolidation, or other recapitalization. The Company, at its
option, may adjust the Options, issue replacements, or declare Options void.

11. Benefits to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Benefits
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Benefits made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.

12. Listing and Registration of Shares. Each Option shall be subject to the
requirement that if at any time the Plan Administrators shall determine, in
their sole discretion, that it is necessary or desirable to list, register, or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.

13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the 5 billionth share is issued hereunder.

14. Amendment of this Plan. This Plan may not be amended more than once during
any six month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect.

       ATTEST:

/s/ Richard Bailey
Richard A. Bailey, President

                                    Page -13-
Gerald Einhorn
                                 Attorney at Law

                          268 West 400 South, Suite 300
                           Salt Lake City, Utah 84101
                            Telephone (801) 575-8073
                            Facsimile (801) 575-8092

December 9, 2002

Board of Directors
Gateway Distributors, Ltd.
3095 East Patrick Lane
Las Vegas, Nevada 89120

Re: Form S-8 Registration Statement

Gentlemen:

       I have acted as special counsel for Gateway Distributors, Ltd., a Nevada
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission ("the Commission") under the Securities
Act of 1933, as amended, ("the Act") of a Registration Statement on Form S-8
(the "Registration Statement"). The Company is registering a Benefit Plan
entitled "The 2003 Benefit Plan of Gateway Distributors, Ltd." (the "Benefit
Plan") pursuant to which the Company has authorized the issuance of five million
(5,000,000) shares of the Company's common stock, par value $0.001 (the
"Shares"). In connection with the Company's filing of the Registration
Statement, you have requested my opinion regarding the validity of the issuance
of the aforementioned Shares.

       This opinion letter (this "Opinion") is governed by, and shall be
interpreted in accordance with the Legal Opinion Accord (the "Accord") of the
ABA Section of Business Law (1991). As a consequence, it is subject to a number
of qualifications and limitations, all as more particularly described in the
Accord, and this Opinion should be read in conjunction therewith.

       In connection with the preparation of this Opinion, I have examined the
following:

    1.  The Company's Articles of Incorporation, amendments thereto and Bylaws;
       2.  The Registration Statement herein referenced;
       3. The authorization and approval, dated December 9, 2002, by the
       Company's Board of Directors of the Company's 2003 Benefit Plan
       concerning the Shares and Registration Statement; 4. The Company's
       Section 10(a) Prospectus for the Registration Statement; 5. The Company's
       Form 10-KSB for the fiscal year ended December 31, 2001 and the Company's
             Form 10-QSB for the quarterly period ended September 30, 2002;

                                    Page -14-
6.  Such other documents as I have deemed necessary for the purposes of
         this Opinion.

       Additionally, I have made such investigations of federal law as I have
considered necessary and appropriate to form a basis for this opinion. My
opinion is qualified by the scope of the review specified herein and I make no
representations as to the sufficiency of my investigation for this opinion. I
further expressly exempt from this opinion any representations as to the
completeness, adequacy, accuracy or any other aspect of the financial statements
incorporated in the Registration Statement.

       The documentation and representations provided to me for this opinion by
the Company and its duly authorized representatives indicate that the Company is
validly organized under the laws of the State of Nevada; the Company is current
in its filings with the Commission; the Company's Board of Directors has
authorized the Benefit Plan; the Company's Board of Directors has authorized the
filing of the Registration Statement; and that the number of shares to be
included in the Registration Statement are available for issuance based upon
corporate documentation and on the number of shares actually issued and
outstanding. As such, I am of the opinion that the Shares herein referenced have
been duly and validly authorized and that subject to compliance with all
provisions of the Plan, the Shares will be validly issued as fully paid and
non-assessable shares of common stock in the Company.

       This opinion is based upon and subject to the qualifications and
limitations specified below:

       (A) Certain of the remedial provisions of the 2003 Benefit Plan may be
       further limited or rendered unenforceable by other applicable laws and
       interpretations.

       (B) In rendering the opinion that the shares of the Common Stock to be
       registered pursuant to the Registration Statement and issued under the
       Benefit Plan will be validly issued, fully paid and nonassessable, I
       assumed that: (1) the Company's Board of Directors has exercised good
       faith in establishing the value paid for the Shares; (2) all issuances
       and cancellations of the capital stock of the Company will be fully and
       accurately reflected in the Company's Stock Records as provided by the
       Company's transfer agent; and (3) the consideration, as determined by the
       Company's Board of Directors, to be received in exchange for each
       issuance of common stock of the Company, has been paid in full and
       actually received by the Company.

       (C) I have made no independent verification of the facts asserted to be
       true and accurate by authorized representatives of the Company and have
       assumed that no person or entity has engaged in fraud or
       misrepresentation regarding the inducement relating to, or the execution
       or delivery of, the documents reviewed.

       (D) In rendering this opinion I have assumed that all signatures are
       genuine, that all documents submitted to me as copies conform
       substantially to the originals, that all documents have been duly
       executed on or as of the date represented on the documents, that
       execution and delivery of the documents was duly authorized on the part
       of the parties, that all documents are legal, valid and binding on the
       parties and that all corporate records are complete.

       (E) I have assumed that the Company is satisfying the substantive
       requirements of Form S-8 and I expressly disclaim any opinion regarding
       the Company's compliance with such requirements, whether they are of

                                    Page -15-
federal or state origin, or any opinion as to the subsequent tradeability
       of any Shares issued pursuant to the Benefit Plan.

       (F) I am admitted to practice law in the State of New York. I am not
       admitted to practice law in the State of Nevada or in any other
       jurisdiction where the Company may own property or transact business.
       This opinion is with respect to federal law only and I have not consulted
       legal counsel from any other jurisdiction for the purpose of the opinion
       contained herein. I expressly except from this opinion any opinion as to
       whether or to what extent a Nevada court or any other court would apply
       Nevada law, or the law of any other state or jurisdiction, to any
       particular aspect of the facts, circumstances and transactions that are
       the subject of this opinion.

       (G) This opinion is strictly limited to the parameters contained and
       referenced herein and is valid only as to the signature date with respect
       to the same. I assume no responsibility to advise you of any subsequent
       changes or developments which might affect any aspect to this opinion.

       I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. This opinion may not be used, relied upon, circulated,
quoted or otherwise referenced in whole or in part for any purpose without my
prior written consent.

Sincerely,

/s/ Gerald Einhorn
Gerald Einhorn
Member - New York State Bar

                                    Page -16-
PERRIN, FORDREE & COMPANY, P.C.
                          901 Wilshire Drive, Suite 400
                              Troy, Michigan 48084
                               Phone 249-362-3600

CONSENT OF INDEPENDENT ACCOUNTANTS

December 9, 2002

Gateway Distributors, Ltd.
3095 East Patrick Lane
Suite 1
Las Vegas, Nevada 89120

We consent to the incorporation by reference in this Registration Statement of
Gateway Distributors, Ltd on Form S-8 of our report dated April 10, 2002,
included and incorporated by reference on Form 10-K of Gateway Distributors
Ltd., for the year ended December 31, 2001..

/s/ Perrin, Fordree & Company, P.C.
PERRIN, FORDREE & COMPANY, P.C.

                                    Page -17-
SECTION 10(A) PROSPECTUS OF
                           GATEWAY DISTRIBUTORS, LTD.

December 4, 2002: This document constitutes part of a prospectus covering
securities of Gateway Distributors, Ltd., a Nevada corporation ("Company"), that
have been registered with the Securities and Exchange Commission ("Commission")
under the Securities Act of 1933. This document, a Section 10(a) Prospectus,
contains and constitutes four sections. The first and second sections "General
Plan Information" and "Registrant Information and Employee Plan Annual
Information" are found in this prospectus. The Company's latest Form 10-KSB, for
the fiscal year ended December 31, 2001 and Form 10-QSB for the period ended
September 30, 2002, which are incorporated herein by this reference, comprise
the third section of this prospectus, with which offerees are being
constructively provided. The fourth section of this prospectus contains a Stock
Option Agreement and Notice of Exercise, which are provided to offerees of stock
options, to be completed and submitted within the time permitted, in conjunction
with the tender of the appropriate consideration, by those who wish to exercise
their options.

Item 1.
       General Plan Information

The Company's board of directors ("Board") has adopted a stock option plan for
its employees and others entitled "The 2003 Benefit Plan of Gateway
Distributors, Ltd." ("Plan"). Pursuant to the Plan, the Board can authorize the
issuance of shares or options to purchase up to an aggregate of five million
(5,000,000) shares of the Company's common stock, par value $0.001 per share,
over a maximum five (5) year period, although the Board may shorten this period.

The Board adopted the Plan on December 9, 2002. The Plan is intended to aid the
Company in maintaining and developing a quality management team, attracting
qualified employees, consultants, and advisors who can contribute to the future
success of the Company, and in providing such individuals with an incentive to
use their best efforts to promote the growth and profitability of the Company.

The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), nor qualified under Section 401(a)
of the Internal Revenue Code of 1986, as amended ("Code"). Administration of the
Plan is the exclusive province of the Board. Board members are elected at each
annual meeting of shareholders for a term of one year. Should the Company fail
to hold an annual meeting, each member of the Board serves until his or her
successor is duly elected and qualified.

As ultimate administrators of the Plan, the Board should be contacted with
requests for additional Plan information. Alternatively, the Board may appoint a
committee to administer the Plan (hereinafter the Board or its duly authorized
committee shall be referred to as "Plan Administrators"). As no committee has
been authorized by the Board, the current Board members are the Plan
Administrators. This group includes Richard Bailey and Florian Ternes. The
address of the Board is c/o the Company, 3095 Patrick Lane, Suite 1, Las Vegas,
Nevada 89120, telephone number (702) 938-9316.

In the event a vacancy in the Board arises, the vote of a majority of remaining
directors may select a successor, or, if the vacancy is not filled by the
remaining Board, the vote of shareholders may also elect a successor to fill

                                    Page -18-
such vacancy. Board members may be removed from office by the vote of
shareholders representing not less than two-thirds (2/3) of the shares entitled
to vote on such removal. Plan Administrators who are not Board members can be
removed or appointed at any time for any reason by the majority vote of Board
members.

The Plan Administrators shall interpret the Plan (which interpretation is
binding on the participants absent demonstrable error), determine which
employees or others shall receive shares or options, decide the number of shares
or options to be issued, and establish other terms related to the issuance or
granting of shares or options not already established in the Company's Plan.
Information concerning changes in the Plan Administrators will be provided in
the future either in the Company's proxy statements, annual or other reports, or
in amendments to this document.

Securities to be Offered

Shares and options providing for the issuance or purchase of common stock
equaling a maximum of five million (5,000,000) shares may be granted under the
Plan. All options under the Plan are "non-qualified" stock options. The number
of shares issuable under the Plan is subject to adjustment in the event of
changes in the outstanding shares resulting from stock dividends, stock splits,
or recapitalization.

Employees Who May Participate in the Plan

The Board shall determine which of the Company's employees are eligible to
shares or options under the Plan. The term "Employee" includes any employee,
director, officer, or consultant or advisor of the Company or any of its
subsidiaries, provided that bona fide services shall be rendered by consultants
and advisors and such services must not be in connection with the offer or sale
of securities in a capital-raising transaction.

Purchase of Securities Pursuant to the Plan and Payment for Securities Offered

The Plan Administrators shall determine which employees shall receive shares or
options. The Plan is not subject to ERISA. The securities are to be issued by
the Company and not purchased on the open market or otherwise.

Options granted under the Plan shall be exercisable as determined by the Plan
Administrators. If an option granted under the Plan should expire or terminate
for any reason without having been exercised in full, the shares that have not
been purchased, subject to that option, will again be available for grant under
the Plan.

The exercise price payable to the Company for optioned shares shall be as set
forth from time to time by the Plan Administrator. The exercise of any share
option shall be contingent on receipt by the Company of the exercise price paid
in either cash, certified or personal check payable to the Company.

The shares subject to the Plan and the exercise price of outstanding options are
subject to proportionate adjustment in the event of a stock dividend or a change
in the number of issued and outstanding shares as a result of a stock split,
consolidation, or other recapitalization. Options and all other interests under
the Plan shall be non-transferable, except by means of a will or the laws of
descent and distribution.

Amendments and Termination

                                    Page -19-
The Plan may be abandoned or terminated at any time by the Plan Administrators
except with respect to any options then outstanding under the Plan. The Plan
shall otherwise terminate on the earlier of the date that is five years from the
date first appearing in the Plan or the date on which a share or an option for
the issuance of the five-millionth share is granted under the Plan or the date
on which the five-millionth share is deregistered on a post-effective amendment
on Form S-8 filed with the Commission. No options may be granted under the terms
of the Plan after it has been terminated. The Board may alter or amend the Plan
only once during any six month period, except as to comply with changes to the
Code. No termination, suspension, alteration or amendment may adversely affect
the rights of a holder of a previously issued option without the consent of that
holder.

Resale of Common Stock

Shares issued under the Plan or purchased on exercise of options granted under
the Plan will have been initially registered pursuant to a Form S-8 Registration
Statement filed by the Company. Subsequent resales of shares obtained pursuant
to the Plan may be eligible for immediate resale depending on whether an
exemption from registration is available or whether the shares are in fact
registered. The Company makes no statement as to subsequent salability of
specific shares obtained pursuant to the Plan and urges any persons seeking to
sell shares so obtained to seek counsel from independent attorneys.

As may be applicable for subsequent resale of shares obtained from the Plan, the
Board believes that the Company has filed all reports and other materials
required to be filed with the Commission during the preceding twelve months
under the Securities Exchange Act of 1934 as of June 24, 2002.

Tax Effects of Plan Participation & Nonstatutory Options

The following discussion of the federal income tax consequences of participation
in the Plan is only a summary, does not purport to be complete, and does not
cover, among other things, state and local tax consequences. Additionally,
differences in participants' financial situations may cause federal, state, and
local tax consequences of participation in the Plan to vary. Therefore, each
participant in the Plan is urged to consult his or her own accountant, legal or
other advisor regarding the tax consequences of participation in the Plan. This
discussion is based on the provisions of the Code as presently in effect.

Under the current provisions of the Code, if shares are issued to the original
holder of a non-qualified option granted and exercised under the Plan (assuming
there is not an active trading market for options of the Company), (i) the
option holder ("Holder") will not recognize income at the time of the grant of
the option; (ii) on exercise of the option the Holder will recognize ordinary
income in an amount equal to the excess of the fair market value of the shares
acquired at the time of exercise over the exercise price; (iii) upon the sale of
the shares the Holder will recognize a short term or long term capital gain, or
loss, as may be, in an amount equal to the difference between the amount he or
she receives from the sale of those shares and the Holder's tax basis in the
shares (as described below); and (iv) the Company will be entitled to expense as
compensation the amount of ordinary income that the holder recognized, as set
forth in Clause (ii) above.

 If the Holder pays the exercise  price  entirely in cash,  the tax basis of the
shares will be equal to the amount of the exercise  price paid plus the ordinary
income recognized by the Holder from exercising the options. This

                                    Page -20-
basis should equal the fair market value of the shares acquired on the date of
exercise. The holding period, if any, will begin on the day after the tax basis
of the shares is determined.

The ordinary income received by the Holder on exercise of the option is
considered to be compensation from the Company. As with other forms of
compensation, withholding tax and other payments will be due with respect to the
exercise of the options. The Company will initially pay the optionee's liability
and will be reimbursed by optionee no later than six months after such liability
arises. optionee hereby agrees to such reimbursement terms.

Item 2.
       Registrant Information and Employee Plan Annual Information

The Company will provide to any Employee upon request a copy, without charge, of
the Company's periodic reports filed with the Commission, including its latest
annual report on Form 10-KSB and its quarterly reports on Form 10-QSB. The
Company will also provide any Employee upon written or oral request a copy,
without charge, of the documents incorporated by reference in Item 3 of Part II
of the Form S-8 registration statement. These documents are also incorporated by
reference into the Section 10(a) Prospectus, of which this document is a part.
Requests for such information should be directed to the Company at Company, 3095
East Patrick Lane, Suite 1, Las Vegas, Nevada 89120.

                                    Page -4-
STOCK OPTION AGREEMENT

       This Stock Option Agreement ("Stock Option Agreement") is granted this ___ day of _____, 200_ by
Gateway Distributors, Ltd. (the "Company") to                        , an employee of the Company and a _________
                                             ------------------------
resident ("Optionee").

                                    PREMISES

       A.
       The Company has received valuable services from Optionee in the past and
       desires to compensate Optionee for these services by issuing Optionee an
       option (the "Option") to purchase a total of ___________, shares of the
       Company's common stock, par value $0.001 at a price of $____________ per
       option, to be issued pursuant to a Form S-8 under the Securities Act of
       1933 as amended ("Form S- 8").

       B.
       The exercise price of the Common Stock issuable on exercise of the
       options at the date of this grant shall be $_________ per share.

       C.
       These Options are being granted pursuant to the 2003 Benefit Plan, which
       is incorporated herein by this reference.

                                      GRANT

       1.
       Grant of Options. The Company hereby irrevocably grants Optionee the
       right and option ("Option") to purchase all of the above described
       _____________ shares of Common Stock, on the terms and conditions set
       forth herein and subject to the provisions of the Stock Option Plan.

       2.
       Term of Option. This Option may be exercised, in whole or in part, at any
       time but before __________ Years have elapsed from the date of this
       Option. All rights to exercise this option end with the termination of
       employment with the Company, for any reason and by any party.

       3.
       Method of Exercising. This Option may be exercised in accordance with all
       the terms and conditions set forth in this Option and the Stock Option
       Plan, by delivery of a notice of exercise a form of which is attached
       hereto as Exhibit "A" and incorporated herein by this reference, setting
       forth the number of Options along with a signed letter of instruction to
       the stock broker Optionee will employ in selling the shares indicating
       that the specified exercise price shall be paid immediately upon the sale
       or otherwise within one week of Optionee's exercise of this Option.

                                    Page -5-
4.
       Optionee Not an Affiliate. Optionee hereby represents, warrants and
       covenants that it is not an affiliate of the Company as that term is
       defined in Rule 144(a)(1) under the Securities Act of 1933.

       5.
       Availability of Shares. During the term of this Option, the Company shall
       reserve for issuance the number of shares of Common Stock required to
       satisfy this Option.

       6.
       Adjustments to Number of Shares. The number of shares of Common Stock
       subject to this Option shall be adjusted to take into account any stock
       splits, stock dividends, recapitalization of the Common Stock as provided
       in the Stock Option Plan.

       7.
       Limitation on Exercise. If the board of directors of the Company, in its
       sole discretion, shall determine that it is necessary or desirable to
       list, register, or qualify the Common Stock under any state or federal
       law, this Option may not be exercised, in whole or part, until such
       listing, registration, or qualification shall have been obtained free of
       any conditions not acceptable to the board of directors.

       8.
       Record Owner.  The Company may deem the Optionee as the absolute owner of this Option for all
       ------------
       purposes.  This Option is exercisable only by the Optionee, or by the Optionee's duly designated
       appointed representative.  This Option is not assignable.

       9.
       Shareholder's Rights. The Optionee shall have shareholder rights with
       respect to the Option shares only when Optionee has exercised this Option
       to purchase those shares and provided the Company with the letter of
       instruction specified in Section 4 of this Option.

       10.
       Validity and Construction.  The validity and construction of this Agreement shall be governed by the
       -------------------------
       laws of the State of Nevada.

       IN WITNESS WHEREOF, the below signatures evidence the execution of this
Option by the parties on the date first appearing herein.

OPTIONEE

       GATEWAY DISTRIBUTORS, LTD.

                                    Page -6-
-----------------------------------

       --------------------------------------
                                    Optionee

       Richard Bailey, President

                                    Page -7-
NOTICE OF EXERCISE

                                      (To be signed only upon exercise of Option)

TO: Gateway Distributors, Ltd.

       The undersigned, the owner of the attached Option, hereby irrevocably elects to exercise the rights to
purchase thereunder                                                                    (                  ) shares of Common
                    ------------------------------------------------------------------
Stock of Gateway Distributors, Ltd. and herewith pays for the shares in the manner specified in the Option.
The undersigned requests that the certificates for such shares be delivered to them according to instructions
indicated below.  If such shares are not all of the shares purchasable under the Option, the undersigned further
requests that a new option certificate be issued and delivered to the undersigned for the remaining shares
purchasable under the Option.

DATED this _______ day of                                     , 200   ..
                           -----------------------------------     ---

       By:_________________________________

       Optionee

                                    Page -8-
AFFIDAVIT OF OPTIONEE

       I, , being an individual residing in the State of _____ ("Affiant"), make
the following affidavit based upon facts known to me about which I could
competently testify to if so required.

       Affiant was retained by Gateway Distributors, Ltd., a Nevada corporation,
("Gateway ") as an employee for a substantial time period preceding __________,
20__ during which period Affiant became familiar with the business operations of
Gateway.

       During the above-mentioned time, Affiant performed the following services for Gateway :

-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------

The services provided were not in connection with the offer or sale of
securities in a capital-raising transaction. Affiant provided the services with
the understanding that Affiant would receive compensation for such services,
possibly including the grant of options to purchase shares of Gateway 's common
stock.

       I declare under the penalty of perjury that the foregoing is true and correct.  Executed this _____ day of
_________, 200_, in _______________________.

Date:_____________

       Affiant

       -----------------------------------

       -----------------------------------

                                 ACKNOWLEDGMENT

                                    Page -9-
STATE OF
       )

       :ss
COUNTY OF
        )

       Before me, a notary public of said state, on the ____ day of ______ 200_,
personally appeared _____________________, to me known, who on oath stated
he/she signed the foregoing Affidavit as his or her voluntary act and deed, the
for the purposes therein expressed, and that the facts stated therein are true.

       SEAL

       ----------------------------------------------

       Notary Public
Page -10-