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,  Amendment  No.  3  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  financing  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 reasonable
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 involves management or
other  employees  who  have  a  significant  role in the small business issuer's
internal  control  over  financial  reporting.

     Date:  November  8,  2006.

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