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

<TABLE>
<CAPTION>
<S><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                              30,000,000  $0.013                          $390,000               $75.00
value
================================  =============================  =========================  ==========================  ===========
</TABLE>

I        The share of the Company to which this Amendment relates are 30,000,000
         additional shares being registered pursuant to the employee benefit
         plan of the Company as previously filed on December 9, 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 December 26, 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 2003 Benefit plan of
Gateway Distributors, Ltd., as filed by the Company in a Form S-8 filed on
December 9, 2002, file no. 333-101718, which is incorporated herein by
reference. This amendment will increase the number of shares to be included in
the plan from Three Million (3,000,00) to Thirty Three Million (33,000,000). The
amendment to the The 2003 Benefit Plan of Gateway Distributors, Ltd. is being
filed as Exhibit "1" hereto. The additional Thirty Million (30,000,000) 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 December 27, 2002


Gateway Distributors, Ltd

By:


/s/ Richard 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

                                        Director     December 30, 2002
/s/ Richard Bailey
Richard A Bailey

                                        Director     December 30, 2002
/s/ Florian Ternes
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>

                                                                                                         Page
Exhibits              SEC Ref. No.                     Description of Exhibit
1                          4            Resolution to amend the 2003 Amended Stock                        5
                                        Benefit Plan of the Company
2                       5, 23(b)        Opinion and consent of Counsel with respect                       6
                                        to 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 27th day of December,
2002, by written consent effective immediately:


         WHEREAS, the Board has discussed the proposed amendment to the 2003
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
Three Million (3,000,000) to Thirty Three Million (33,000,000); 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 Thirty Million (30,000,000) 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 an amendment to the S-8 filing made by the Company on December
9, 2002;

         THEREFORE BE IT RESOLVED, that the proposed amendment to the 2003
Employee Benefit Plan of Gateway Distributors, LTD, wherein the number of shares
subject to be issued under the plan would be increased from Three Million
(3,000,000) to Thirty Three Million (33,000,000), is hereby adopted by the
Corporation; and

         RESOLVED FURTHER , that the Board hereby authorizes, and approves the
registration of the additional Thirty Million (30,000,000) 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 an amendment to the S-8 filing made by the Company on December 9,
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>



                                 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 27, 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
three million (3,000,000) shares of the Company's common stock, par value $0.001
(the "Shares"). The Company is now registering an additional 30,000,000 shares
to the Benefit Plan. In connection with the Company's filing of the Registration
Statement, you have requested my opinion regarding the validity of the issuance
of all 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 27, 2002, by the Company's
         Board of Directors of the Amendment to 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; 6. Such other documents as I have deemed necessary for the
         purposes of this Opinion.


                                    Page -6-

<PAGE>





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


                                    Page -7-

<PAGE>




         (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 -8-

<PAGE>






                         PERRIN, FORDREE & COMPANY, P.C.
                          901 Wilshire Drive, Suite 400
                              Troy, Michigan 48084
                               Phone 248-362-3600

CONSENT OF INDEPENDENT ACCOUNTANTS


December 30, 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 2003 Benefit Plan of Gateway Distributors, Ltd as filed in the
Form S-8 of Gateway Distributors, Ltd. dated December 30, 2002.




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










                                    Page -9-

<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "gates8adec.txt", "secsgml_size_bytes": 17902}]
{"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": "333-102267", "film-number": "02872471"}, "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 Registered       Proposed Maximum           Proposed Maximum            Amount of
Registered                                                       Offering Price Per         Aggregate Offering          Registration
                                                                 Share(1)                   Price                       Fee
Common Stock, 0.001 par                              30,000,000  $0.013                          $390,000               $75.00
value
================================  =============================  =========================  ==========================  ===========
I        The share of the Company to which this Amendment relates are 30,000,000
         additional shares being registered pursuant to the employee benefit
         plan of the Company as previously filed on December 9, 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 December 26, 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 2003 Benefit plan of
Gateway Distributors, Ltd., as filed by the Company in a Form S-8 filed on
December 9, 2002, file no. 333-101718, which is incorporated herein by
reference. This amendment will increase the number of shares to be included in
the plan from Three Million (3,000,00) to Thirty Three Million (33,000,000). The
amendment to the The 2003 Benefit Plan of Gateway Distributors, Ltd. is being
filed as Exhibit "1" hereto. The additional Thirty Million (30,000,000) 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 December 27, 2002

Gateway Distributors, Ltd

By:

/s/ Richard 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

                                        Director     December 30, 2002
/s/ Richard Bailey
Richard A Bailey

                                        Director     December 30, 2002
/s/ Florian Ternes
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 2003 Amended Stock                        5
                                        Benefit Plan of the Company
2                       5, 23(b)        Opinion and consent of Counsel with respect                       6
                                        to 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 27th day of December,
2002, by written consent effective immediately:

         WHEREAS, the Board has discussed the proposed amendment to the 2003
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
Three Million (3,000,000) to Thirty Three Million (33,000,000); 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 Thirty Million (30,000,000) 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 an amendment to the S-8 filing made by the Company on December
9, 2002;

         THEREFORE BE IT RESOLVED, that the proposed amendment to the 2003
Employee Benefit Plan of Gateway Distributors, LTD, wherein the number of shares
subject to be issued under the plan would be increased from Three Million
(3,000,000) to Thirty Three Million (33,000,000), is hereby adopted by the
Corporation; and

         RESOLVED FURTHER , that the Board hereby authorizes, and approves the
registration of the additional Thirty Million (30,000,000) 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 an amendment to the S-8 filing made by the Company on December 9,
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-
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 27, 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
three million (3,000,000) shares of the Company's common stock, par value $0.001
(the "Shares"). The Company is now registering an additional 30,000,000 shares
to the Benefit Plan. In connection with the Company's filing of the Registration
Statement, you have requested my opinion regarding the validity of the issuance
of all 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 27, 2002, by the Company's
         Board of Directors of the Amendment to 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; 6. Such other documents as I have deemed necessary for the
         purposes of this Opinion.

                                    Page -6-
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 and Amendment; 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
         federal or state origin, or any opinion as to the subsequent
         tradeability of any Shares issued pursuant to the Benefit Plan.

                                    Page -7-
(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 -8-
PERRIN, FORDREE & COMPANY, P.C.
                          901 Wilshire Drive, Suite 400
                              Troy, Michigan 48084
                               Phone 248-362-3600

CONSENT OF INDEPENDENT ACCOUNTANTS

December 30, 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 2003 Benefit Plan of Gateway Distributors, Ltd as filed in the
Form S-8 of Gateway Distributors, Ltd. dated December 30, 2002.

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

                                    Page -9-