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 2002 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
                                -----------------

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

                                          CALCULATION OF REGISTRATION FEE

Title of Securities to be         Amounts to be Registered       Proposed Maximum           Proposed Maximum            Amount of
Registered                                                       Offering Price Per         Aggregate Offering          Registration
                                                                 Share(1)                   Price                       Fee
Common Stock, 0.001 par                     10,000,000,000       .00015                     $2,500,000                  $625
value
================================  =============================  =========================  ==========================  ===========
</TABLE>

I        The share of the Company to which this Amendment relates are
         10,000,000,000 additional shares being registered pursuant to the
         employee benefit plan of the Company as previously filed on June 25,
         2002 in a S-8 filing.

II       Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule- 4570(h) of the Securities Act of
         1933 based on the average bid and asked price of the registrant's
         common stock as of August 14, 2002, a date within five business days
         prior to the date of filing of this registration statement.




                                    Page -1-

<PAGE>



         This Amendment is being filed to reflect that Board of Directors of
Gateway Distributors, Ltd. (the "Company") has amended The 2002 Benefit plan of
Gateway Distributors, Ltd., as filed by the Company on a Form S-8 filed on June
25, 2002, file no. 333-91110, which is incorporated herein by reference. This
amendment will increase the number of shares to be included in the plan from
Five Billion (5,000,000,00) to Fifteen Billion (15,000,000,000). The amendment
to the The 2002 Benefit Plan of Gateway Distributors, Ltd. is being filed as
Exhibit "1" hereto. The additional Ten Billion (10,000,000,000) shares are being
registered hereby.


                                   SIGNATURES



         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Las Vegas, Nevada on August 15, 2002


Gateway Distributors, Ltd

By:


/s/ Richard A. Bailey

Richard A. Bailey, as President and Director


         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 A. Bailey  Director                                August 15, 2002

Richard A Bailey

/s/ Florian R. Ternes  Director                                August 15, 2002

Florian R. Ternes







                                    Page -2-

<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 -3-

<PAGE>







INDEX TO EXHIBITS

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

                                                                                                         Page
Exhibits              SEC Ref. No.                     Description of Exhibit
--------              ------------                     ----------------------
1                          4            Resolution to amend the 2002 Amended Stock                        5
                                        Benefit Plan of the Company
2                       5, 23(b)        Opinion and consent of Counsel with respect to                    6
                                        the legality of the issuance of securities being
                                        issued

3                        23(a)          Consent of Accountant                                             9

</TABLE>































                                    Page -4-

<PAGE>




                 WRITTEN CONSENT TO ACTION WITHOUT A MEETING OF
                             THE BOARD OF DIRECTORS
                                       OF
                           GATEWAY DISTRIBUTORS, LTD.


         The undersigned, constituting all of the members of the Board of
Directors of Gateway Distributors, Ltd., a Nevada corporation (the
"Corporation"), hereby adopt the following resolution this 6th day of August,
2002, by written consent effective immediately:


         WHEREAS, the Board has discussed the proposed amendment to the 2002
Employee Benefit Plan of Gateway Distributors, Ltd (the "Plan"), wherein the
number of shares subject to be issued under the Plan would be increased from
Five Billion (5,000,000,000) to Fifteen Billion (15,000,000,000); and


         WHEREAS, the Board feels that it is in the best interest of the
Corporation to adopt the amendment to the plan; and

         WHEREAS, the Board believes it to be in the best interest of the
Corporation to register the additional Ten Billion (10,000,000,000) shares of
the Corporation's Common Stock which are to be issued under the amended plan
with the Securities and Exchange Commission pursuant to all appropriate
instructions and conditions of the Form S-8 Registration statement under the
Securities Act of 1933 by filing a post effective amendment to the S-8 filing
made by the Company on June 25, 2002;

         THEREFORE BE IT RESOLVED, that the proposed amendment to the 2002
Employee Benefit Plan of Gateway Distributors, LTD, wherein the number of shares
subject to be issued under the plan would be increased from Five Billion
(5,000,000,000) to Fifteen Billion (15,000,000,000), is hereby adopted by the
Corporation; and


         RESOLVED FURTHER , that the Board hereby authorizes, and approves the
registration of the additional Ten Billion (10,000,000,000) shares of the
Corporation's Common Stock which are to be issued under the Plan, with the
Securities and Exchange Commission pursuant to all appropriate instructions and
conditions of the Form S-8 Registration Statement under the Securities Act of
1933 by filing a post effective amendment to the S-8 filing made by the Company
on June 25, 2002;

         FURTHER RESOLVED , that the Corporation's officers are authorized,
emplowered, and directed in the name of and on behalf of the Corporation, or
otherwise , to execute and deliver all such documents, instruments and
certificates, to make all such payments or perform all such acts and things, and
execute and deliver all such other documents as may be necessary from time to
time in order to carry out the purpose and intent of this resolution; that all
of the acts and doings of such officers that are consistent with the purposes of
this resolution are hereby authorized, approved, ratified and confirm in all

/s/ Richard Bailey                                    /s/ Florian Ternes

Richard Bailey, Director                   Florian Ternes Director


                                    Page -5-

<PAGE>






                                 EDWARD T. WELLS
                                ATTORNEY- AT- LAW
                      5282 South Commerce Drive, Suite D292
                               Murray, Utah 84107
                            Telephone (801) 284-7278

                                 August 14, 2002

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

Re:Legality and Authorization of Shares Issued Under
   Form S-8 Registration Statement

To the Board of Directors of Gateway Distributors, Ltd.

I have acted as special counsel for Gateway Distributors, Ltd., a Nevada
corporation (the "Company"), in the limited capacity of rendering an opinion
regarding the legality and authorization of the shares proposed to be registered
under a registration statement on Form S-8 (the "Registration Statement") to be
filed with the Securities and Exchange Commission ("the Commission") under the
Securities Act of 1933, as amended, ("the Act"). The Company is registering an
amendment to a Benefit Plan entitled "The 2002 Benefit Plan of Gateway
Distributors, Ltd." (the "Benefit Plan"), which Benefit Plan was registered with
the Commission on June 25, 2002. Pursuant to the amendment to the Benefit Plan,
the Company has authorized the issuance of an additional Ten Billion
(10,000,000,000) shares of the Company's common stock, par value $0.001 (the
"Shares") which are proposed to be registered under the Registration Statement.

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, 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 and amendments thereto and Bylaws as
submitted to me by the Company pursuant to my request for same;

 2. The Registration Statement herein referenced;

 3. The Board of  Directors  Resolution,  dated June 21, 2002,  authorizing  and
approving  the  Company's   2002  Benefit  Plan  and  the   preparation  of  the
Registration  Statement;  4. The Board of Directors Resolution,  dated August 6,
2002, authorizing and approving the amendment to the Company's 2002 Benefit Plan
and the preparation of the current Registration Statement;


                                    Page -6-

<PAGE>




         5. The Company's Section 10(a) Prospectus for the Registration
         Statement;
         6. 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 March 31, 2002;
         7. Such other documents as I have deemed
         necessary for the purposes of this Opinion.

You have represented to me that the Company is current in its filings with the
Commission, that the Company's board of directors has authorized the filing of a
Form S-8 and that the quantity of shares to be included in the Form S-8 is
available for issuance based on the quantity authorized for issuance in the
Company's Articles of Incorporation and on the amount of shares actually issued
and outstanding.

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 amendment to the Benefit Plan; the Company's Board of Directors
has authorized the filing of the Registration Statement; and that the Ten
Billion (10,000,000,000) shares to be included in the Registration Statement are
available for issuance based upon corporate documentation and on the amount 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.

The opinion set forth above is predicated upon and limited to the correctness of
the assumptions set forth herein and in the Accord, and is further subject to
qualifications, exceptions, and limitations set forth below:

 A. I am  admitted to practice  law in the State of Utah.  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.

 B. In expressing the opinion set forth herein,  I have assumed the authenticity
and completeness of all corporate documents, records and instruments provided to
me by the Company and its  representatives.  I have  assumed the accuracy of all
statements of fact contained  therein.  I have assumed that all  information and
representations  made  or  provided  to me by  the  Company  or  its  authorized
representatives  is correct  and that there are  shares  available  to be issued
pursuant to the Plan. I have further assumed the genuineness of signatures (both
manual and conformed), the authenticity of documents


                                    Page -7-

<PAGE>




 submitted  as  originals,  the  conformity  to originals of all copies or faxed
copies and the correctness of all such documents.

 C. In rendering the opinion that the Shares to be  registered  pursuant to Form
S-8  and  issued  under  the  Plan  will  be  validly  issued,  fully  paid  and
nonassessable,  I  assumed  that:  (1) the  Company's  board  of  directors  has
exercised or will  exercise  good faith in  establishing  the value paid for the
Shares;  (2) all issuances and  cancellation 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  will have been paid in full and
actually received by the Company when the Shares are actually issued.

 D. I expressly except from the opinion set forth herein any opinion  concerning
the need for compliance by any party, and in particular by the Company, with the
provisions  of the  securities  laws,  regulations,  and/or  rules of the United
States of America,  the State of Nevada or any other jurisdiction with regard to
any other issue not expressly addressed herein, which exclusion shall apply, but
not be limited to, the subsequent  tradeability of the Shares on either state or
federal level.

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

 F. The opinion contained in this letter is rendered as of the date hereof,  and
I undertake no and disclaim  any,  obligation to advise you of any changes in or
any new  developments  which  might  affect any  matters or  opinions  set forth
herein.

 G. 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.
H.  Certain of the remedial  provisions  of the 2002 Benefit Plan may be further
limited or rendered unenforceable by other applicable laws and interpretations.

This Opinion is valid only as of the signature date and may be relied upon by
you only in connection with filing of the S-8 Registration Statement. I hereby
consent to its use as an exhibit to the Registration Statement. However, this
opinion may not be used or relied upon by you or any other person for any
purpose whatsoever, except to the extent authorized in the Accord, without, in
each instance, my prior written consent. In the event that any of the facts are
different from those which have been furnished to me and upon which I have
relied, the conclusions as set forth above cannot be relied upon.

Nothing herein shall be deemed to relate to or constitute an opinion concerning
any matters not specifically set forth above. By giving you this opinion and
consent, I do not admit that I am an expert with respect to any part of the
Registration Statement or prospectus within the meaning of the term "expert" as
used in Section 11 of the Securities Act of 1933, as amended, or the Rules and
Regulations of the Securities and Exchange Commission promulgated thereunder.

                                                     Very truly yours,

                                                     /s/ Edward T. Wells
                                                     Edward T. Wells
                                                     Member of the Utah Bar





                                    Page -8-

<PAGE>






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

                       CONSENT OF INDEPENDENT ACCOUNTANTS


August 13, 2002


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

Gentlemen:

         We hereby consent to the use of our audit report dated April 10, 2002
of Gateway Distributors, Ltd. for the year ended December 31, 2001 in the
amendment to The 2002 Benefit Plan of Gateway Distributors, Ltd as filed in the
Form S-8 of Gateway Distributors, Ltd. dated August 13, 2002.




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









                                    Page -9-

<PAGE>
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{"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": "333-98227", "film-number": "02740444"}, "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 2002 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 Registered       Proposed Maximum           Proposed Maximum            Amount of
Registered                                                       Offering Price Per         Aggregate Offering          Registration
                                                                 Share(1)                   Price                       Fee
Common Stock, 0.001 par                     10,000,000,000       .00015                     $2,500,000                  $625
value
================================  =============================  =========================  ==========================  ===========
I        The share of the Company to which this Amendment relates are
         10,000,000,000 additional shares being registered pursuant to the
         employee benefit plan of the Company as previously filed on June 25,
         2002 in a S-8 filing.

II       Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule- 4570(h) of the Securities Act of
         1933 based on the average bid and asked price of the registrant's
         common stock as of August 14, 2002, a date within five business days
         prior to the date of filing of this registration statement.

                                    Page -1-
This Amendment is being filed to reflect that Board of Directors of
Gateway Distributors, Ltd. (the "Company") has amended The 2002 Benefit plan of
Gateway Distributors, Ltd., as filed by the Company on a Form S-8 filed on June
25, 2002, file no. 333-91110, which is incorporated herein by reference. This
amendment will increase the number of shares to be included in the plan from
Five Billion (5,000,000,00) to Fifteen Billion (15,000,000,000). The amendment
to the The 2002 Benefit Plan of Gateway Distributors, Ltd. is being filed as
Exhibit "1" hereto. The additional Ten Billion (10,000,000,000) shares are being
registered hereby.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Las Vegas, Nevada on August 15, 2002

Gateway Distributors, Ltd

By:

/s/ Richard A. Bailey

Richard A. Bailey, as President and Director

         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 A. Bailey  Director                                August 15, 2002

Richard A Bailey

/s/ Florian R. Ternes  Director                                August 15, 2002

Florian R. Ternes

                                    Page -2-
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 -3-
INDEX TO EXHIBITS
Page
Exhibits              SEC Ref. No.                     Description of Exhibit
--------              ------------                     ----------------------
1                          4            Resolution to amend the 2002 Amended Stock                        5
                                        Benefit Plan of the Company
2                       5, 23(b)        Opinion and consent of Counsel with respect to                    6
                                        the legality of the issuance of securities being
                                        issued

3                        23(a)          Consent of Accountant                                             9
Page -4-
WRITTEN CONSENT TO ACTION WITHOUT A MEETING OF
                             THE BOARD OF DIRECTORS
                                       OF
                           GATEWAY DISTRIBUTORS, LTD.

         The undersigned, constituting all of the members of the Board of
Directors of Gateway Distributors, Ltd., a Nevada corporation (the
"Corporation"), hereby adopt the following resolution this 6th day of August,
2002, by written consent effective immediately:

         WHEREAS, the Board has discussed the proposed amendment to the 2002
Employee Benefit Plan of Gateway Distributors, Ltd (the "Plan"), wherein the
number of shares subject to be issued under the Plan would be increased from
Five Billion (5,000,000,000) to Fifteen Billion (15,000,000,000); and

         WHEREAS, the Board feels that it is in the best interest of the
Corporation to adopt the amendment to the plan; and

         WHEREAS, the Board believes it to be in the best interest of the
Corporation to register the additional Ten Billion (10,000,000,000) shares of
the Corporation's Common Stock which are to be issued under the amended plan
with the Securities and Exchange Commission pursuant to all appropriate
instructions and conditions of the Form S-8 Registration statement under the
Securities Act of 1933 by filing a post effective amendment to the S-8 filing
made by the Company on June 25, 2002;

         THEREFORE BE IT RESOLVED, that the proposed amendment to the 2002
Employee Benefit Plan of Gateway Distributors, LTD, wherein the number of shares
subject to be issued under the plan would be increased from Five Billion
(5,000,000,000) to Fifteen Billion (15,000,000,000), is hereby adopted by the
Corporation; and

         RESOLVED FURTHER , that the Board hereby authorizes, and approves the
registration of the additional Ten Billion (10,000,000,000) shares of the
Corporation's Common Stock which are to be issued under the Plan, with the
Securities and Exchange Commission pursuant to all appropriate instructions and
conditions of the Form S-8 Registration Statement under the Securities Act of
1933 by filing a post effective amendment to the S-8 filing made by the Company
on June 25, 2002;

         FURTHER RESOLVED , that the Corporation's officers are authorized,
emplowered, and directed in the name of and on behalf of the Corporation, or
otherwise , to execute and deliver all such documents, instruments and
certificates, to make all such payments or perform all such acts and things, and
execute and deliver all such other documents as may be necessary from time to
time in order to carry out the purpose and intent of this resolution; that all
of the acts and doings of such officers that are consistent with the purposes of
this resolution are hereby authorized, approved, ratified and confirm in all

/s/ Richard Bailey                                    /s/ Florian Ternes

Richard Bailey, Director                   Florian Ternes Director

                                    Page -5-
EDWARD T. WELLS
                                ATTORNEY- AT- LAW
                      5282 South Commerce Drive, Suite D292
                               Murray, Utah 84107
                            Telephone (801) 284-7278

                                 August 14, 2002

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

Re:Legality and Authorization of Shares Issued Under
   Form S-8 Registration Statement

To the Board of Directors of Gateway Distributors, Ltd.

I have acted as special counsel for Gateway Distributors, Ltd., a Nevada
corporation (the "Company"), in the limited capacity of rendering an opinion
regarding the legality and authorization of the shares proposed to be registered
under a registration statement on Form S-8 (the "Registration Statement") to be
filed with the Securities and Exchange Commission ("the Commission") under the
Securities Act of 1933, as amended, ("the Act"). The Company is registering an
amendment to a Benefit Plan entitled "The 2002 Benefit Plan of Gateway
Distributors, Ltd." (the "Benefit Plan"), which Benefit Plan was registered with
the Commission on June 25, 2002. Pursuant to the amendment to the Benefit Plan,
the Company has authorized the issuance of an additional Ten Billion
(10,000,000,000) shares of the Company's common stock, par value $0.001 (the
"Shares") which are proposed to be registered under the Registration Statement.

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, 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 and amendments thereto and Bylaws as
submitted to me by the Company pursuant to my request for same;

 2. The Registration Statement herein referenced;

 3. The Board of  Directors  Resolution,  dated June 21, 2002,  authorizing  and
approving  the  Company's   2002  Benefit  Plan  and  the   preparation  of  the
Registration  Statement;  4. The Board of Directors Resolution,  dated August 6,
2002, authorizing and approving the amendment to the Company's 2002 Benefit Plan
and the preparation of the current Registration Statement;

                                    Page -6-
5. The Company's Section 10(a) Prospectus for the Registration
         Statement;
         6. 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 March 31, 2002;
         7. Such other documents as I have deemed
         necessary for the purposes of this Opinion.

You have represented to me that the Company is current in its filings with the
Commission, that the Company's board of directors has authorized the filing of a
Form S-8 and that the quantity of shares to be included in the Form S-8 is
available for issuance based on the quantity authorized for issuance in the
Company's Articles of Incorporation and on the amount of shares actually issued
and outstanding.

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 amendment to the Benefit Plan; the Company's Board of Directors
has authorized the filing of the Registration Statement; and that the Ten
Billion (10,000,000,000) shares to be included in the Registration Statement are
available for issuance based upon corporate documentation and on the amount 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.

The opinion set forth above is predicated upon and limited to the correctness of
the assumptions set forth herein and in the Accord, and is further subject to
qualifications, exceptions, and limitations set forth below:

 A. I am  admitted to practice  law in the State of Utah.  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.

 B. In expressing the opinion set forth herein,  I have assumed the authenticity
and completeness of all corporate documents, records and instruments provided to
me by the Company and its  representatives.  I have  assumed the accuracy of all
statements of fact contained  therein.  I have assumed that all  information and
representations  made  or  provided  to me by  the  Company  or  its  authorized
representatives  is correct  and that there are  shares  available  to be issued
pursuant to the Plan. I have further assumed the genuineness of signatures (both
manual and conformed), the authenticity of documents

                                    Page -7-
submitted  as  originals,  the  conformity  to originals of all copies or faxed
copies and the correctness of all such documents.

 C. In rendering the opinion that the Shares to be  registered  pursuant to Form
S-8  and  issued  under  the  Plan  will  be  validly  issued,  fully  paid  and
nonassessable,  I  assumed  that:  (1) the  Company's  board  of  directors  has
exercised or will  exercise  good faith in  establishing  the value paid for the
Shares;  (2) all issuances and  cancellation 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  will have been paid in full and
actually received by the Company when the Shares are actually issued.

 D. I expressly except from the opinion set forth herein any opinion  concerning
the need for compliance by any party, and in particular by the Company, with the
provisions  of the  securities  laws,  regulations,  and/or  rules of the United
States of America,  the State of Nevada or any other jurisdiction with regard to
any other issue not expressly addressed herein, which exclusion shall apply, but
not be limited to, the subsequent  tradeability of the Shares on either state or
federal level.

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

 F. The opinion contained in this letter is rendered as of the date hereof,  and
I undertake no and disclaim  any,  obligation to advise you of any changes in or
any new  developments  which  might  affect any  matters or  opinions  set forth
herein.

 G. 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.
H.  Certain of the remedial  provisions  of the 2002 Benefit Plan may be further
limited or rendered unenforceable by other applicable laws and interpretations.

This Opinion is valid only as of the signature date and may be relied upon by
you only in connection with filing of the S-8 Registration Statement. I hereby
consent to its use as an exhibit to the Registration Statement. However, this
opinion may not be used or relied upon by you or any other person for any
purpose whatsoever, except to the extent authorized in the Accord, without, in
each instance, my prior written consent. In the event that any of the facts are
different from those which have been furnished to me and upon which I have
relied, the conclusions as set forth above cannot be relied upon.

Nothing herein shall be deemed to relate to or constitute an opinion concerning
any matters not specifically set forth above. By giving you this opinion and
consent, I do not admit that I am an expert with respect to any part of the
Registration Statement or prospectus within the meaning of the term "expert" as
used in Section 11 of the Securities Act of 1933, as amended, or the Rules and
Regulations of the Securities and Exchange Commission promulgated thereunder.

                                                     Very truly yours,

                                                     /s/ Edward T. Wells
                                                     Edward T. Wells
                                                     Member of the Utah Bar

                                    Page -8-
PERRIN, FORDREE & COMPANY, P.C.
                          901 Wilshire Drive, Suite 400
                              Troy, Michigan 48084
                               Phone 249-362-3600

                       CONSENT OF INDEPENDENT ACCOUNTANTS

August 13, 2002

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

Gentlemen:

         We hereby consent to the use of our audit report dated April 10, 2002
of Gateway Distributors, Ltd. for the year ended December 31, 2001 in the
amendment to The 2002 Benefit Plan of Gateway Distributors, Ltd as filed in the
Form S-8 of Gateway Distributors, Ltd. dated August 13, 2002.

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

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