EXHIBIT 31.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, Richard A. Bailey, certify that:

     1.  I  have  reviewed  this annual report on Form 10-KSB/A No. 2 of Gateway
Distributors,  Ltd.;

     2.  Based  on  my knowledge, this annual 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 annual
report;

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

     4.  The  registrant's  other  certifying officers and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

               (a)  designed  such  disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  annual  report  is  being  prepared;

               (b)  evaluated  the  effectiveness of the registrant's disclosure
controls  and procedures as of a date within 90 days prior to the filing date of
this  annual  report  (the  "Evaluation  Date");

               (c)  presented  in  this  annual report our conclusions about the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;  and

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

     5.  The  registrant's other certifying officers and I have disclosed, based
on  our  most  recent  evaluation,  to  the  registrant's auditors and the audit
committee  of  the  registrant's  board  of directors (or persons performing the
equivalent  functions):

               (a)  all  significant  deficiencies in the design or operation of
internal  controls  which  could  adversely  affect  the registrant's ability to
record,  process,  summarize,  and report financial data and have identified for
the  registrant's  auditors  any  material  weaknesses in internal controls; and

               (b)  any fraud, whether or not material, that involves management
or  other  employees  who  have  a significant role in the registrant's internal
controls;  and

Dated: November 1, 2006.

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