EXHIBIT 31.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
      AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, Richard A. Bailey, certify that:

     1.    I have reviewed this Form 10-KSB/A of Gateway Distributors, Ltd.;

     2.     Based  on  my  knowledge,  this  report  does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with respect to the period covered by this report;

     3.     Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial  condition, results of operations and cash flows of the small business
issuer  as  of,  and  for,  the  periods  present  in  this  report;

     4.     The small business issuer's  other  certifying  officer(s) and I are
responsible  for establishing and maintaining disclosure controls and procedures
(as  defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over  financial  reporting  (as  defined  in  Exchange  Act Rules 13-a-15(f) and
15d-15(f))  for  the  small  business  issuer  and  have:

          (a)     Designed  such  disclosure controls and procedures,  or caused
such disclosure controls and procedures to be designed under our supervision, to
ensure  that  material  information  relating  to  the  small  business  issuer,
including  its  consolidated  subsidiaries, is made known to us by others within
those  entities,  particularly  during  the period in which this report is being
prepared;

          (b)     Designed  such  internal  control over financial reporting, or
caused  such  internal control over financial reporting to be designed under our
supervision,  to  provide  reasonable  assurance  regarding  the  reliability of
financial  reporting  and  the  preparation of financial statements for external
purposes  in  accordance  with  generally  accepted  accounting  principals;

          (c)     Evaluated  the  effectiveness  of  the small business issuer's
disclosure  controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end
of  the  period  covered  by  this  report  based  on  such  evaluation;  and

          (d)     Disclosed  in  this  report  any  change in the small business
issuer's  internal  control  over  financial  reporting that occurred during the
small  business issuer's most recent fiscal quarter (the small business issuer's
fourth  fiscal  quarter  in  the  case  of an annual report) that has materially
affected,  or  is  reasonably  likely  to  materially affect, the small business
issuer's  internal  control  over  financial  reporting;  and

     5.     The small business issuer's  other  certifying officer(s) and I have
disclosed,  based  on  our  most  recent  evaluation  of  internal  control over
financial  reporting,  to  the  small  business  issuer's auditors and the audit
committee  of  the  small  business  issuer's  board  of  directors  (or persons
performing  the  equivalent  functions):

          (a)     All  significant  deficiencies  and  material  weaknesses  in
the  design  or operation of internal control over financial reporting which are
reasonably  likely  to  adversely  affect the small business issuer's ability to
record,  process,  summarize  and  report  financial  information;  and

          (b)     Any  fraud,  whether or not material, that involved management
or  other  employees  who have a significant role in the small business issuer's
internal  control  over  financial  reporting.

     Date:  July 21, 2006.

                                      /s/ Richard A. Bailey
                                      -----------------------
                                      Richard A. Bailey, Chief Financial Officer