SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
              ____________________________________________________
                                 FORM 10-KSB/A
                                AMENDMENT NO. 1
(Mark One)

[X]  ANNUAL  REPORT  PURSUANT  TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13  or 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ________

                         COMMISSION FILE NO. 000-27879

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


                 NEVADA                                  88-0301278
    (State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                  Identification No.)

       2555 E WASHBURN RD, NORTH LAS VEGAS                 89081
    (Address of principal executive offices)            (Zip Code)

     Registrant's telephone number, including area code: (702) 317-2400


Securities registered under Section 12(b) of the Exchange Act: NONE.

Securities registered under Section 12(g) of the Exchange Act: COMMON STOCK, PAR
                                                               VALUE $0.001 PER
                                                                    SHARE.
                                                               (Title of class)


     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  twelve  months  (or  such  shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.  Yes [X]  No [ ]

     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated  by  reference  in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

     Indicate  by  check  mark  whether  the  registrant  is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ]  No [X]

State issuer's revenues for its most recent fiscal year: $769,759.

     State the aggregate market value of the voting and non-voting common equity
held  by  non-affiliates  computed by reference to the price at which the common
equity was last sold, or the average bid sand asked price of such common equity,
as of March 31, 2006: $2,038,189

     Indicate  the  number  of  shares  outstanding  of each of the registrant's
classes of common stock as of March 31, 2006: 6,817,010,636

     Documents incorporated by reference: None.

     Transitional Small Business Disclosure Format (Check One): Yes [ ]  No [X]


<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS


<S>       <C>                                                                 <C>
Item 1.   Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
Item 2.   Description of Property. . . . . . . . . . . . . . . . . . . . . . .  1
Item 3.   Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . .  2
Item 4.   Submission of Matters to a Vote of Security Holders. . . . . . . . .  2
Item 5.   Market for Common Equity and Related Stockholder Matters . . . . . .  2
Item 6.   Management's Discussion and Analysis or Plan of Operation. . . . . .  2
Item 7.   Financial Statements . . . . . . . . . . . . . . . . . . . . . . . .  2
Item 8.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . .  3
Item 8A.  Controls and Procedures. . . . . . . . . . . . . . . . . . . . . . .  3
Item 8B.  Other Information. . . . . . . . . . . . . . . . . . . . . . . . . .  3
Item 9.   Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(A) of the Exchange Act. . . . . . . . . .  3
Item 10.  Executive Compensation . . . . . . . . . . . . . . . . . . . . . . .  3
Item 11.  Security Ownership of Certain Beneficial Owners and Management and
          Related Stockholder Matters. . . . . . . . . . . . . . . . . . . . .  3
Item 12.  Certain Relationships and Related Transactions . . . . . . . . . . .  3
Item 13.  Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
Item 14.  Principal Accountant Fees and Services . . . . . . . . . . . . . . .  5
</TABLE>

                                EXPLANATORY NOTE

     On  April  17,  2006, the Registrant filed with the Securities and Exchange
Commission  the  Annual  Report  on  Form  10-KSB,  for  the annual period ended
December 31, 2005. This Amendment to the Annual Report on Form 10-KSB/A is being
filed  to  amend  the  Report  of Independent Accounting Firm Included in Item 7
Financial  Statements  and  to add an exhibit to Item 13 Exhibits. Subsequent to
the  filing  of  the  Annual  Report on Form 10-KSB, for the annual period ended
December  31,  2005,  the  Registrant's  management  and  Audit Committee, after
consultation  with the Registrant's independent accountants, determined that the
financial statements for the year ended December 31, 2005 should have a revision
to  the  Report  of  Independent Accounting Firm. The submitted form stated that
Lawrence Scharfman & Co., CPA PC ("Scharfman") had audited December 31, 2005 and
2004.  Scharfman  had audited December 31, 2005, but had only reviewed the audit
for  December  31,  2004.  Madsen  &  Associates, CPAs', Inc. ("Madsen") audited
December  31,  2004. The appropriate Reports of Independent Accounting Firms are
submitted  in  Item 7 Financial Statements. In Item 13 an exhibit is to be added
as  number  10.16  Opinion Letter from Dustin DuFault, dated April 11, 2006. The
filing  of  this Form 10-KSB/A is not an admission that the Form 10-KSB, for the
year  ended  December  31,  2005,  when  filed,  knowingly  included  any untrue
statement  of  a  material fact or omitted to state a material fact necessary to
make  the  statements  made  therein  not  misleading.

     Except  as  described  herein,  no  other  changes  have  been  made to the
Registrant's  Annual  Report  on Form 10-KSB. The Registrant has not updated the
disclosures  in  this  Form  10-KSB/A  to speak as of a later date or to reflect
events  which  occurred  at  a  later  date,  except  as  noted.

                                     PART I

ITEM  1.     BUSINESS.

Incorporated by reference of Registrant's report on Form 10-KSB, dated April 17,
2006.

ITEM  2.     DESCRIPTION  OF  PROPERTY.

Incorporated by reference of Registrant's report on Form 10-KSB, dated April 17,
2006.


                                        1
<PAGE>
ITEM  3.     LEGAL  PROCEEDINGS.

Incorporated by reference of Registrant's report on Form 10-KSB, dated April 17,
2006.

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

Incorporated by reference of Registrant's report on Form 10-KSB, dated April 17,
2006.

                                     PART II

ITEM  5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Incorporated by reference of Registrant's report on Form 10-KSB, dated April 17,
2006.

ITEM  6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Incorporated by reference of Registrant's report on Form 10-KSB, dated April 17,
2006.

ITEM  7.     FINANCIAL  STATEMENTS.

Incorporated by reference of Registrant's report on Form 10-KSB, dated April 17,
2006, with the exception of the Reports of Independent Accounting Firms included
below.

LAWRENCE SCHARFMAN & CO., CPA PC
CERTIFIED PUBLIC ACCOUNTS
18 E SUNRISE HIGHWAY,#203                     9608 HONEY BELL CIRCLE
FREEPORT, NY11520                             BOYNTON BEACH
FL,33437
TELEPHONE:(516) 771-5900                      TELEPHONE:(561) 733-0296
FACSIMILE:   (516) 771-2598                   FACSIMILE:   (561) 470-0613


                                        2
<PAGE>
Board of Directors & Audit Committee
Gateway Distributors, Ltd., and Subsidiaries
Las Vegas, Nevada

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying consolidated balance sheets of Gateway
Distributors, Ltd. And Subsidiaries as of December 31,2005, and the Related
consolidated statements of operations, stockholders' equity, and cash flows for
the years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial presentation. We believe that our audit
provided a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Gateway
Distributors, Ltd. and Subsidiaries as of December 31,2005, and the results of
its consolidated operations and cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As disclosed in the consolidated
financial statements and notes to the consolidated financial statements, the
Company will need additional working capital for its planned activity and to
service its debt. This raises substantial doubt about the Company's ability to
continue as a going concern. Management's plans regarding these matters are
described in the notes to the consolidated financial statements. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

                    LAWRENCE SCHARFMAN CPA PC
                    APRIL 12,2006


                                        3
<PAGE>
ITEM  8.      CHANGES  IN  AND  DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
              FINANCIAL  DISCLOSURE.

Incorporated by reference of Registrant's report on Form 10-KSB, dated April 17,
2006.

ITEM  8A.     CONTROLS  AND  PROCEDURES.

Incorporated by reference of Registrant's report on Form 10-KSB, dated April 17,
2006.

ITEM  8B.     OTHER  INFORMATION.

Incorporated by reference of Registrant's report on Form 10-KSB, dated April 17,
2006.

                                    PART III

ITEM  9.      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
              COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

Incorporated by reference of Registrant's report on Form 10-KSB, dated April 17,
2006.

ITEM  10.     EXECUTIVE  COMPENSATION.

Incorporated by reference of Registrant's report on Form 10-KSB, dated April 17,
2006.

ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT
              AND RELATED STOCKHOLDER MATTERS.

Incorporated by reference of Registrant's report on Form 10-KSB, dated April 17,
2006.

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

Incorporated by reference of Registrant's report on Form 10-KSB, dated April 17,
2006.


                                        4
<PAGE>
ITEM  13.     EXHIBITS.

Incorporated by reference of Registrant's report on Form 10-KSB, dated April 17,
2006, with the exception of Exhibit 10.16 Opinion Letter from Dustin DuFault,
dated April 11, 2006 , Exhibit 21.1 Subsidiaries of the registrant, and Exhibit
23.1 Consent of Independent Auditors, dated July 21, 2006.

<TABLE>
<CAPTION>
Exhibit
  No.                                        Identification of Exhibit
                                             -------------------------
<S>      <C>
10.16**  Opinion Letter from Dustin DuFault, dated April 11, 2006.
21.1**   Subsidiaries of the registrant.
23.1**   Consent of Independent Auditors, dated July 21, 2006.
31.1**   Certification of Richard A. Bailey, Chief Executive Officer of Gateway Distributors, Ltd., pursuant to 18
         U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002.
31.2**   Certification of Richard A. Bailey, Chief Financial Officer of Gateway Distributors, Ltd., pursuant to 18
         U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002.
32.1**   Certification of Richard A. Bailey, Chief Executive Officer of Gateway Distributors, Ltd., pursuant to 18
         U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002.
32.2**   Certification of Richard A. Bailey, Chief Financial Officer of Gateway Distributors, Ltd., pursuant to 18
         U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002.
</TABLE>

---------------
*     Previously filed
**    Filed herewith


ITEM  14.     PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES.

Incorporated by reference of Registrant's report on Form 10-KSB, dated April 17,
2006.

                                   SIGNATURES

     In  accordance  with  Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this Annual Report to be signed
on  its  behalf  by  the  undersigned,  thereunto  duly  authorized.


Date July 21, 2006
                                    By  /s/  Richard A. Bailey
                                      ------------------------------------------
                                      Richard A. Bailey, Chief Executive Officer
                                      and Chief Financial Officer



     In  accordance  with the Exchange Act, this report has been signed below by
the  following  persons on behalf of the registrant and in the capacities and on
the  dates  indicated.

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

                          Chief Executive Officer, Director
/s/  Richard  A.  Bailey      and Chief Financial Officer
------------------------
    Richard A. Bailey                                         July 21, 2006


                              Secretary and Director
/s/  Florian  R.  Ternes
------------------------
      Florian R. Ternes                                       July 21, 2006


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