##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



FORM 10-QSB



---



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



FOR THE QUARTERLY PERIOD ENDED July 31, 2004



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
|- | --------------------------------------------------------------------------------------------



Commission file number 0-30499



---



VISIONGATEWAY, INC.

(Exact name of Registrant as specified in its charter)



---



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Nevada                                                         |  | 90-0015691                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                                         |  |           
|-------------------------------------------------------- |  | ----------
|12707 High Bluff Drive, Suite 200, San Diego, California |  | 92130     
|(Address of principal executive offices)                 |  | (Zip Code)



Registrants
telephone number, including area code: (858) 794-1416



---



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 12 months (or for 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 ̈



Securities registered pursuant to Section 12(b) of the Act: None



Securities registered pursuant to Section 12(g) of the Act: None



As of July 31, 2004 there were 40,268,217 shares of the registrants
common stock outstanding.



Transitional Small Business
Disclosure Format.     Yes ̈.    No  x.



---



---

##### Table of Contents

VISIONGATEWAY, INC.



FORM 10-QSB

FOR THE QUARTERLY PERIOD ENDED JULY 31, 2004

INDEX



|                              |  |                                                              |  |        
|----------------------------- |  | ------------------------------------------------------------ |  | -------
|                              |  |                                                              |  | Page No
|PART I.
FINANCIAL INFORMATION |  |                                                             
|Item 1.                       |  | Financial Statements                                         |  |        
|                              |  | Consolidated Balance Sheet at July 31, 2004 (unaudited)      |  | 1      
|                              |  | Consolidated Statements of Operations (unaudited)            |  | 2      
|                              |  | Consolidated Statements of Stockholders Deficit (unaudited) |  | 3      
|                              |  | Consolidated Statements of Cash Flows (unaudited)            |  | 4      
|                              |  | Notes to Consolidated Financial Statements (unaudited)       |  | 5      
|                              |  |                                                             
|Item 2.                       |  | Managements Discussion and Analysis or Plan of Operations   |  | 12     
|Item 3.                       |  | Controls and Procedures                                      |  | 19     
|                              | 
|PART II.
OTHER INFORMATION    |  |                                                             
|                              |  |                                                             
|Item 1.                       |  | Legal Proceedings                                            |  | 19     
|Item 2.                       |  | Unregistered Sales of Equity Securities and Use of Proceeds  |  | 19     
|Item 3.                       |  | Defaults Upon Senior Securities                              |  | 19     
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders          |  | 19     
|Item 5.                       |  | Other Information                                            |  | 19     
|Item 6.                       |  | Exhibits and Reports on Form 8-K                             |  | 20     



---

##### Table of Contents

PART I. FINANCIAL INFORMATION



Item 1. Financial Statements



visionGATEWAY, Inc.

Including the accounts of its wholly owned subsidiaries

[A Development Stage Company]

Consolidated
Balance Sheet

July 31, 2004



|                                                                                                                                      |  |   |            |  
|------------------------------------------------------------------------------------------------------------------------------------- |  | - | ---------- | -
|ASSETS                                                                                                                                |  |   |            |  
|Assets                                                                                                                                |  |   |            |  
|Current Assets                                                                                                                        |  |   |            |  
|Cash                                                                                                                                  |  | $ | 3,405      |  
|Other receivable                                                                                                                      |  |   | 18,532     |  
|                                                                                                                                      |  |   |            |  
|Total current assets                                                                                                                  |  |   | 21,937     |  
|Property (net)                                                                                                                        |  |   | 35,363     |  
|Deposits                                                                                                                              |  |   | 4,261      |  
|                                                                                                                                      |  |   |            |  
|Total Assets                                                                                                                          |  | $ | 61,561     |  
|                                                                                                                                      |  |   |            |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                                 |  |   |            |  
|Liabilities:                                                                                                                          |  |   |            |  
|Current Liabilities:                                                                                                                  |  |   |            |  
|Accounts payable                                                                                                                      |  | $ | 646,809    |  
|Accrued liabilities                                                                                                                   |  |   | 137,220    |  
|Related party payable - Note 6                                                                                                        |  |   | 312,732    |  
|                                                                                                                                      |  |   |            |  
|Total Liabilities                                                                                                                     |  | $ | 1,096,761  |  
|                                                                                                                                      | 
|Stockholders Deficit:                                                                                                                |  |   |            |  
|Preferred Stock  10,000,000 shares authorized, $.10 par value per share, 2,000,000 outstanding                                       |  |   | 200,000    |  
|Capital Stock  75,000,000 shares authorized having a par value of $.004 per share; 40,268,217 shares issued and outstanding - Note
4 |  |   | 161,073    |  
|Additional paid-in capital                                                                                                            |  |   | 801,557    |  
|Deficit accumulated during the development stage                                                                                      |  |   | (2,196,983 | )
|Accumulated foreign currency translation adjustment                                                                                   |  |   | (847       | )
|                                                                                                                                      |  |   |            |  
|Total Stockholders Deficit                                                                                                           |  |   | (1,035,200 | )
|                                                                                                                                      |  |   |            |  
|Total Liabilities and Stockholders Deficit                                                                                           |  | $ | 61,561     |  
|                                                                                                                                      |  |   |            |  



See accompanying notes
to financial statements.



1



---

##### Table of Contents

visionGATEWAY, Inc.

Including the accounts of its wholly owned subsidiaries

[A Development Stage Company]

Consolidated
Statements of Operations



For the Period Ended July 31, 2004 and
Year Ended April 30, 2004, and for the Period from Reactivation [November 30, 2001] through July 31, 2004



|                                                                    |  |                            |            |   |                           |   |            |                                   |  |   |            |  
|------------------------------------------------------------------- |  | -------------------------- | ---------- | - | ------------------------- | - | ---------- | --------------------------------- |  | - | ---------- | -
|                                                                    |  | 3 mths ended July 31, 2004 |            |   | Year Ended April 30, 2004 |   |            | Reactivationthrough July 31, 2004 | 
|Revenues                                                            |  | $                          | 0          |   |                           | $ | 0          |                                   |  | $ | 53,406     |  
|                                                                    |  |                            |           
|Research & development                                              |  |                            | 71,353     |   |                           |   | 187,273    |                                   |  |   | 445,194    |  
|General & administrative expenses                                   |  |                            | 300,332    |   |                           |   | 993,777    |                                   |  |   | 1,805,195  |  
|                                                                    |  |                            |            |   |                           |   |            |                                   |  |   |            |  
|Operating loss                                                      |  |                            | (371,685   | ) |                           |   | (1,181,050 | )                                 |  |   | (2,196,983 | )
|                                                                    |  |                            |            |   |                           |   |            |                                   |  |   |            |  
|Net Loss Before Income Taxes                                        |  |                            | (371,685   | ) |                           |   | (1,181,050 | )                                 |  |   | (2,196,983 | )
|                                                                    |  |                            |           
|Current Year Provision for Income Taxes                             |  |                            | 0          |   |                           |   | 0          |                                   |  |   | 0          |  
|                                                                    |  |                            |            |   |                           |   |            |                                   |  |   |            |  
|Net Loss                                                            |  | $                          | (371,685   | ) |                           | $ | (1,181,050 | )                                 |  | $ | (2,196,983 | )
|                                                                    |  |                            |            |   |                           |   |            |                                   |  |   |            |  
|Other Comprehensive Income                                          |  |                            |            |   |                           |   |            |                                   |  |   |            |  
|Unrealized gain (loss) on foreign Currency translation (net of tax) |  |                            | (0         | ) |                           |   | 40,666     |                                   |  |   | (847       | )
|Total Comprehensive Income (Loss)                                   |  |                            | (371,685   | ) |                           |   | (1,140,384 | )                                 |  |   | (2,197,830 | )
|                                                                    |  |                            |            |   |                           |   |            |                                   |  |   |            |  
|Loss Per Share                                                      |  | $                          | (0.01      | ) |                           | $ | (0.03      | )                                 |  | $ | (0.07      | )
|                                                                    |  |                            |            |   |                           |   |            |                                   |  |   |            |  
|Weighted Average Shares Outstanding                                 |  |                            | 39,868,760 |   |                           |   | 33,051,272 |                                   |  |   | 30,506,357 |  
|                                                                    |  |                            |            |   |                           |   |            |                                   |  |   |            |  



See accompanying notes
to financial statements.



2



---

##### Table of Contents

visionGATEWAY, Inc.

Including the accounts of its wholly owned subsidiaries

[A Development Stage Company]

Consolidated
Statements of Stockholders Deficit



For the Period Ended
July 31, 2004 and Year Ended April 30, 2004, and for the Period from Reactivation [November 30, 2001] through July 31, 2004



|                                                                                      |  |                 |  |                |         |               |            |              |   |                            |  |   |                     |   |  |                                  |            |   |                           |   |         |   |  |   |            |  
|------------------------------------------------------------------------------------- |  | --------------- |  | -------------- | ------- | ------------- | ---------- | ------------ | - | -------------------------- |  | - | ------------------- | - |  | -------------------------------- | ---------- | - | ------------------------- | - | ------- | - |  | - | ---------- | -
|                                                                                      |  | PreferredShares |  | PreferredStock |         | Common Shares |            | Common Stock |   | Additional Paid-in Capital |  |   | Accumulated Deficit |   |  | Accum. ForeignCurrencyAdjustment |            |   | Net Stockholders Deficit |  
|Balance, November 30, 2001 (date of Reactivation)                                     |  | 0               |  | $              | 0       |               | 20,000,000 |              | $ | 20,000                     |  | $ | (20,000             | ) |  | $                                | 0          |   |                           | $ | 0       |   |  | $ | 0          |  
|Shares issued with acquisition of two subsidiaries                                    |  |                 |  |                |         |               | 2,600,000  |              |   | 2,600                      |  |   | 1,782               |   |  |                                  | (125,208   | ) |                           |   |         |   |  |   | (120,826   | )
|Issued shares for cash and services                                                   |  |                 |  |                |         |               | 5,625,000  |              |   | 5,625                      |  |   | 50,625              |   |  |                                  |            |   |                           |   |         |   |  |   | 56,250     |  
|Net loss for the period ended April 30, 2002                                          |  |                 |  |                |         |               |            |              |   |                            |  |   |                     |   |  |                                  | (223,779   | ) |                           |   | (15,658 | ) |  |   | (239,437   | )
|                                                                                      |  |                 |  |                |         |               |            |              |   |                            |  |   |                     |   |  |                                  |            |   |                           |   |         |   |  |   |            |  
|Balance, April 30, 2002                                                               |  | 0               |  |                | 0       |               | 28,225,000 |              |   | 28,225                     |  |   | 32,407              |   |  |                                  | (348,987   | ) |                           |   | (15,658 | ) |  |   | (304,013   | )
|Shares issued for cash and services                                                   |  |                 |  |                |         |               | 1,000,000  |              |   | 1,000                      |  |   | 79,000              |   |  |                                  |            |   |                           |   |         |   |  |   | 80,000     |  
|Net loss for the year ended April 30, 2003                                            |  |                 |  |                |         |               |            |              |   |                            |  |   |                     |   |  |                                  | (295,261   | ) |                           |   | (25,855 | ) |  |   | (321,116   | )
|                                                                                      |  |                 |  |                |         |               |            |              |   |                            |  |   |                     |   |  |                                  |            |   |                           |   |         |   |  |   |            |  
|Balance, April 30, 2003                                                               |  | 0               |  |                | 0       |               | 29,225,000 |              |   | 29,225                     |  |   | 111,407             |   |  |                                  | (644,248   | ) |                           |   | (41,513 | ) |  |   | (545,129   | )
|Shares issued for cash and services                                                   |  |                 |  |                |         |               | 6,815,500  |              |   | 6,816                      |  |   | 503,184             |   |  |                                  |            |   |                           |   |         |   |  |   | 510,000    |  
|Recapitalization pursuant to merger with Chiropractic 21 International, Inc. 3/4/2004 |  |                 |  |                |         |               | 1,777,717  |              |   | 115,232                    |  |   | (45,141             | ) |  |                                  |            |   |                           |   |         |   |  |   | 70,091     |  
|Issued preferred shares for services at par                                           |  | 2,000,000       |  |                | 200,000 |               |            |              |   |                            |  |   |                     |   |  |                                  |            |   |                           |   |         |   |  |   | 200,000    |  
|Net loss for the year ended April 30, 2004                                            |  |                 |  |                |         |               |            |              |   |                            |  |   |                     |   |  |                                  | (1,181,050 | ) |                           |   | 40,666  |   |  |   | (1,140,384 | )
|                                                                                      |  |                 |  |                |         |               |            |              |   |                            |  |   |                     |   |  |                                  |            |   |                           |   |         |   |  |   |            |  
|Balance, April 30, 2004                                                               |  | 2,000,000       |  | $              | 200,000 |               | 37,818,217 |              | $ | 151,273                    |  | $ | 569,450             |   |  | $                                | (1,825,298 | ) |                           | $ | (847    | ) |  | $ | (905,422   | )
|                                                                                      |  |                 |  |                |         |               |            |              |   |                            |  |   |                     |   |  |                                  |            |   |                           |   |         |   |  |   |            |  
|Shares issued for cash and services                                                   |  |                 |  |                |         |               | 2,450,000  |              |   | 9,800                      |  |   | 232,106             |   |  |                                  |            |   |                           |   |         |   |  |   | 241,906    |  
|Net loss for the qtr ended July 31, 2004                                              |  |                 |  |                |         |               |            |              |   |                            |  |   |                     |   |  |                                  | (371,685   | ) |                           |   | (0      | ) |  |   | (371,685   | )
|                                                                                      |  |                 |  |                |         |               |            |              |   |                            |  |   |                     |   |  |                                  |            |   |                           |   |         |   |  |   |            |  
|Balance, July 31, 2004                                                                |  | 2,000,000       |  | $              | 200,000 |               | 40,268,217 |              | $ | 161,073                    |  | $ | 801,556             |   |  | $                                | (2,196,983 | ) |                           | $ | (847    | ) |  | $ | (1,035,201 | )



See accompanying notes
to financial statements.



3



---

##### Table of Contents

visionGATEWAY, Inc.

[A Development Stage Company]

Consolidated Statements of Cash Flows



For the Period Ended July 31, 2004 and Year Ended April 30, 2004, and for the Period from Reactivation [November 30, 2001] through July 31, 2004



|                                                                                  |  |                        |          |   |                          |   |            |                                   |  |   |            |  
|--------------------------------------------------------------------------------- |  | ---------------------- | -------- | - | ------------------------ | - | ---------- | --------------------------------- |  | - | ---------- | -
|                                                                                  |  | Qt Ended July 31, 2004 |          |   | Year EndedApril 30, 2004 |   |            | Reactivationthrough July 31, 2004 | 
|Cash Flows from Operating Activities                                              |  |                        |          |   |                          |   |            |                                   |  |   |            |  
|Net Loss                                                                          |  | $                      | (371,685 | ) |                          | $ | (1,181,050 | )                                 |  | $ | (2,196,983 | )
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                        |          |   |                          |   |            |                                   |  |   |            |  
|Depreciation and amortization                                                     |  |                        | 4,917    |   |                          |   | 4,375      |                                   |  |   | 23,472     |  
|Stock issued for services                                                         |  |                        | 0        |   |                          |   | 200,000    |                                   |  |   | 200,000    |  
|Change in current assets                                                          |  |                        | (0       | ) |                          |   | (178       | )                                 |  |   | (22,793    | )
|Increase in current liabilities                                                   |  |                        | 140,771  |   |                          |   | 339,799    |                                   |  |   | 784,029    |  
|                                                                                  |  |                        |          |   |                          |   |            |                                   |  |   |            |  
|Net Cash Used for Operating Activities                                            |  |                        | (225,997 | ) |                          |   | (637,054   | )                                 |  |   | (1,212,275 | )
|                                                                                  |  |                        |         
|Cash Flows from Investing Activities                                              |  |                        |          |   |                          |   |            |                                   |  |   |            |  
|Purchase of property                                                              |  |                        | (15,929  | ) |                          |   | (19,235    | )                                 |  |   | (58,835    | )
|                                                                                  |  |                        |         
|Cash Flows from Financing Activities                                              |  |                        |          |   |                          |   |            |                                   |  |   |            |  
|Proceeds from borrowing                                                           |  |                        | (0       | ) |                          |   | 115,947    |                                   |  |   | 312,732    |  
|Additional paid in Capital                                                        |  |                        | 241,907  |   |                          |   | 494,165    |                                   |  |   | 962,630    |  
|                                                                                  |  |                        |         
|Effect Of Exchange Rate on cash and cash Equivalents                              |  |                        | (0       | ) |                          |   | 40,666     |                                   |  |   | (847       | )
|                                                                                  |  |                        |         
|Net Increase/(Decrease) in Cash                                                   |  |                        | (19      | ) |                          |   | (5,511     | )                                 |  |   | 3,405      |  
|                                                                                  |  |                        |         
|Beginning Cash Balance                                                            |  |                        | 3,424    |   |                          |   | 8,935      |                                   |  |   | 0          |  
|                                                                                  |  |                        |          |   |                          |   |            |                                   |  |   |            |  
|Ending Cash Balance                                                               |  | $                      | 3,405    |   |                          | $ | 3,424      |                                   |  | $ | 3,405      |  
|                                                                                  |  |                        |          |   |                          |   |            |                                   |  |   |            |  
|Supplemental Disclosure of Cash Flow Information:                                 |  |                        |          |   |                          |   |            |                                   |  |   |            |  
|Cash paid during the year for interest                                            |  |                        | 880      |   |                          |   | 914        |                                   |  |   | 5,513      |  
|Cash paid during the year for income taxes                                        |  |                        | 0        |   |                          |   | 0          |                                   |  |   | 0          |  



See accompanying notes
to financial statements.



4



---

##### Table of Contents

visionGATEWAY, Inc.

[A Development Stage Company]

Notes to Consolidated Financial Statements (unaudited)

July 31, 2004



NOTE 1 ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES



| | (a) | Organization
| | --- | ------------



visionGATEWAY, Inc. (the Company) was organized on September 13, 1999 as Peninsula Web Pages, Inc., under the laws of the State of Nevada. It essentially
became dormant until November 30, 2001, when its name was changed to visionGateway, Inc. and it acquired two companies. The Company is now a holding company for the software business now being organized in these two wholly owned subsidiaries. Both
subsidiaries are Australian corporations; visionGATEWAY Pty Ltd, a distribution and marketing company, and Software Innovisions Pty Ltd, a software development company. The consolidated company is an Enterprise Software Solutions company in the
commercialization stage. It is currently growing its planned principal operations, which is development, distribution, and marketing of business software solutions for Internet Resource Management. The accompanying financial statements include the
accounts of the Company as well as its wholly owned subsidiaries. All intercompany transactions have been eliminated.



On March 4, 2004, the Company combined with Chiropractic 21 International, Inc., an inactive, public, Nevada corporation, for the purpose of
recapitalization. The combination is accounted for as a reverse purchase.



The financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles. The following summarizes the more significant of such policies:



| | (b) | Income Taxes
| | --- | ------------



The Company applies the provisions of Statement of Financial Accounting Standards No. 109 [the Statement], Accounting for Income Taxes. The
Statement requires an asset and liability approach for financial accounting and reporting for income taxes, and the recognition of deferred tax assets and liabilities for the temporary differences between the financial reporting bases and tax bases
of the Companys assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. Prior years consolidated financial statements have not been restated to apply the provisions of the
Statement. The cumulative effect of this change in accounting for income taxes as of July 31, 2004 is $0 due to the valuation allowance established as described in Note 3.



| | (c) | Net Loss Per Common Share
| | --- | -------------------------



Net loss per common share is based on the weighted-average number of shares outstanding for visionGATEWAY shares for the respective periods and since
November 2001. Please note that a previous calculation in the Form 10KSB to end April, 2004 had been based on the average number of Chiropractic 21 International shares, which is deemed to be inappropriate.



5



---

##### Table of Contents

visionGATEWAY, Inc.

[A Development Stage Company]

Notes to Consolidated Financial Statements

July 31, 2004



NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [continued]



| | (d) | Statement of Cash Flows
| | --- | -----------------------



For purposes of the statements of cash flows, the Company considers cash on deposit in the bank to be cash. The Company had $3,405 cash at July 31, 2004.



| | (e) | Use of Estimates in Preparation of Financial Statements
| | --- | -------------------------------------------------------



The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.



| | (f) | Revenue Recognition
| | --- | -------------------



The Company recognizes revenues in accordance with the Securities and Exchange Commission, Staff Accounting Bulletin (SAB) number 101, Revenue
Recognition in Financial Statements. SAB 101 clarifies application of U. S. generally accepted accounting principles to revenue transactions. Revenue is recognized as products or projects are delivered or services are provided to customers.
Uncollected, earned revenue is recorded in accounts receivable. Billed amounts deemed to be uncollectible are charged to bad debt expense. Revenue collected in advance is recorded as a liability until the earnings process is complete.



| | (g) | Foreign Currency Translation
| | --- | ----------------------------



Foreign currency exchange transactions and translation are accounted for pursuant to Statement of Financial Accounting Standards (SFAS) No. 52, Foreign
Currency Translation. The functional currency of the operating entities is the Australian Dollar. All numbers in these financial statements have been converted to U.S. dollars, unless specifically stated otherwise.



| | (h) | Impairment of Long-Lived Assets
| | --- | -------------------------------



The Company reviews long-lived assets, at least annually, to determine if impairment has occurred and whether the economic benefit of the asset (fair
value for assets to be used and fair value less disposal costs for assets to be disposed of) is expected to be less than the carrying value. Triggering events, which signal further analysis, consist of a significant decrease in the assets
market value, a substantial change in the use of an asset, a significant



6



---

##### Table of Contents

visionGATEWAY, Inc.

[A Development Stage Company]

Notes to Consolidated Financial Statements

July 31, 2004



NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [continued]



physical change in the asset, a significant change in the legal or business
climate that could affect the asset, an accumulation of costs significantly in excess of the amount originally expected to acquire or construct the asset, or a history of losses that imply continued losses associated with assets used to generate
revenue. The Company did not make any such adjustments for the quarter ended July 31, 2004.



| | (i) | Recent Pronouncements
| | --- | ---------------------



In June 2002, SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, was issued. SFAS No. 146 requires recording costs associated
with exit or disposal activities at their fair values when a liability has been incurred. Under previous guidance, certain exit costs were accrued upon managements commitment to an exit plan, which is generally before a liability has been
incurred. The adoption of SFAS No. 146 did not materially impact the Companys consolidated results of operations, financial position, or cash flow.



In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure. SFAS No. 148 amends SFAS No. 123 to
provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent
disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The provisions of SFAS No. 148 are effective for financial
statements for fiscal years and interim periods ending after December 15, 2002. The disclosure provisions of SFAS No. 148 have been adopted by the Company.



SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liability and Equity (SFAS No. 150) was issued in May
2003. SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liability and equity in its statement of financial position. SFAS No. 150 became effective for the Company
for new or modified financial instruments beginning June 1, 2003, and for existing instruments beginning June 28, 2003. The adoption of SFAS No. 150 does not have a material impact on the Companys Consolidated Financial Statements.



In November 2002, the Financial Accounting Standards Board
(FASB) issued Financial Accounting Standards Board Interpretation No. (FIN) 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, which requires
the guarantor to recognize as a liability the fair value of the obligation at the inception of the guarantee. The disclosure requirements in FIN 45 are effective for financial statements of interim or annual periods ending after December 15, 2002.



7



---

##### Table of Contents

NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [continued]



Management believes the Company has no guarantees that are
required to be disclosed in the financial statements. The recognition provisions are to be applied on a prospective basis to guarantees issued after December 31, 2002. The adoption of the recognition provisions of FIN 45 did not have a material
impact on the Companys financial statements.



In January
2003, the FASB issued FIN No. 46, Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin (ARB) No. 51. FIN No. 46, as revised in December 2003, addresses consolidation by business enterprises of
variable interest entities. FIN No. 46 applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. FIN No. 46 applies in the first
year or interim period ending after December 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. The adoption of FIN No. 46 did not have a material impact on the
Companys financial statements.



8



---

##### Table of Contents

|NOTE | 2 LIQUIDITY/GOING CONCERN
|---- | -------------------------



The Company has accumulated losses through July 31, 2004 amounting to $2,196,983, has minimal assets, and has a net working capital deficiency at July 31,
2004.



Management plans include continued development of its
planned principal operations and seeking capital either through a private placement or public offering. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



|NOTE | 3 INCOME TAXES
|---- | --------------



Below is a summary of deferred tax asset calculations on net operating loss carry forward amounts. Loss carry forward amounts expire at various times
through 2024. A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized.



|                           |  |            |           |     |   |          |      |  |    |  
|-------------------------- |  | ---------- | --------- | --- | - | -------- | ---- |  | -- | -
|Description                |  | NOLBalance |           | Tax |   |          | Rate | 
|Federal Income Tax         |  | $          | 1,825,298 |     | $ | 620,601  |      |  | 34 | %
|Valuation allowance        |  |            |           |     |   | (620,601 | )    |  |    |  
|                           |  |            |           |     |   |          |      |  |    |  
|Deferred tax asset 4/30/04 |  |            |           |     | $ | 0        |      |  |    |  



The allowance has
increased $401,557 from $219,044 as of April 30, 2003.



9



---

##### Table of Contents

NOTE 4 ISSUANCE OF STOCK



Effective June 30, 2002, the Company acquired two Australian companies to
further develop its planned principal operations. In connection with this acquisition, the Company issued 2,600,000 shares of common stock for 100% of the shares of the Australian entities. In addition, 5,625,000 shares of common stock were issued
for cash and services at approximately $0.01, based on the cash component.



Over the following months, the Company issued 1,000,000 shares of common stock for services and cash at US $0.08 per share. Through March 3, 2004, an additional 6,815,500 shares of common stock were issued for
approximately $510,000, in cash and services or $0.07 per share for the cash component only.



On March 4, 2004, pursuant to an Agreement and Plan of Reorganization, the Company combined with Chiropractic 21 International, Inc. (Chiropractic), for the purpose of re-capitalizing.



As a result of this combination, the Companys capital structure
changed. The surviving company had authorized 10,000,000 shares of $0.10 par value preferred stock with no preferred shares issued and outstanding. Common stock authorized is 75,000,000, $0.004 par value. In the transaction, the Companys
pre-reorganization 36,040,500 shares of common stock were converted, one for one, into Chiropractic common shares. The pre-reorganization 1,777,717 shares of common stock of Chiropractic were combined to make 37,818,217 common shares after
recapitalization.



On April 2, 2004, the Company issued
2,000,000 shares of preferred stock to a related party (which shares common ownership and management) for services, at par. The Company recorded the transaction at $200,000. The related party has been established to facilitate future investment in
the Company.



The Company has issued additional shares of
common stock in the quarter to July 31, 2004, in the following manner.



|          |  |                             |  |                    
|--------- |  | --------------------------- |  | -------------------
|# Shares  |  | Issued to:                  |  | Issued for:        
|500,000   |  | Company officer/shareholder |  | Management services
|50,000    |  | Individual                  |  | Legal services     
|750,000   |  | Outside Professionals       |  | Services           
|650,000   |  | Investor                    |  | Cash contribution  
|500,000   |  | Creditor                    |  | Loan settlement    
|          |  |                             |  |                    
|2,450,000 |  | Total                       |  |                    



NOTE
5 PROPERTY



Property consists primarily of computer
equipment with the original cost of $58,835. Accumulated depreciation through July 31, 2004, is $23,472. Depreciation expense for the quarter ended July 31, 2004 was $4,917.



NOTE 6 RELATED PARTY PAYABLE



Shareholders have advanced money to the Company in the amount of $312,732 for the purpose paying operating expenses and
providing working capital. The outstanding balance in unsecured, non- interest bearing and payable on demand.



10



---

##### Table of Contents

NOTE 7 LEASES



The Company has entered into four offices leases, two in Australia and two in the USA.



|                   |  |              |  |                 |         |             |                          
|------------------ |  | ------------ |  | --------------- | ------- | ----------- | -------------------------
|Location           |  | Square Feet  |  | Annual Payments |         | Other terms
|Brisbane           |  | 3,337        |  | $               | 60,480  |             | Through February 2007    
|Sydney             |  | 377          |  |                 | 25,200  |             | Renewable annually (Nov.)
|San Diego, CA      |  | Shared space |  |                 | 2,500   |             | Renewable quarterly      
|Marina del Rey, CA |  | 300          |  |                 | 13,800  |             | Renewable annually (Mar.)
|                   |  |              |  |                 |         |             |                          
|                   |  |              |  | $               | 101,980 |             |                          



Rent expense includes
car parking and other miscellaneous related expenses. For the quarter ended July 31 the expense was $46,053.



NOTE 8 STOCK OPTIONS



On March 1, 2004, options were granted to an individual and to two entities for services rendered to the Company. These options are exercisable at $0.50
over a 10 year period and vest over four years beginning March 1, 2005. On the grant date, the trading price of the stock was $0.33 per share. There were 6,500,000 options granted. On April 2, 2004, an additional 300,000 options were granted with
the same exercise and vesting terms.



Compensation cost for
stock options is measured as the excess, if any, of the estimated fair market value of the Companys stock at the date of grant over the amount the recipient must pay to acquire the stock. Unearned compensation, which is recorded as a separate
component of stockholders equity, as a result of the compensatory stock options is generally amortized to expense over the vesting periods of the underlying stock options. No compensation expense was recorded for these option grants.



11



---

##### Table of Contents

Item 2. Managements Discussion and Analysis of Financial Condition and Plan of Operations



Forward-Looking Statements



Statements made in this Form 10-QSB, particularly in this section, which are not purely historical are forward-looking statements with respect to the
goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and business of the Company, including, without limitation, (i) the Companys ability to raise capital and (ii) statements preceded
by, followed by or that include the words may, could, should, expects, projects, anticipates, believes, estimates, plans,
intends, targets, or similar expressions.



Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond the Companys control) that could cause actual results to differ materially from those set forth in the
forward-looking statements, including the following: general economic or industry conditions, either nationally, internationally or in the communities in which the Company conducts its business, changes in the interest rate environment, legislation
or regulatory requirements, conditions of the securities markets, the Companys ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic,
governmental, regulatory and technical factors affecting the Companys operations, products, services and prices.



Accordingly, results actually received may differ materially from results expected in these statements. Forward-looking statements speak only as of the
date they were made. The Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date such statements were made.



Overview



Description of Business



The Company is an Enterprise Software Solutions company in the commercialization stage. The Company, through its subsidiary corporations, is now engaged
in the development, distribution and marketing of business software solutions with global distribution partners. Although total sales during its last two fiscal years were only approximately $42,000, the Company considers itself in the
commercialization stage of its development rather than as a development stage enterprise, because its product, the INTERSceptersoftware business program, its only product at this time, is ready for sale and distribution. The Company is presently primarily engaged in sales activities to develop markets for its product in
conjunction with its strategic partners. The July quarter has seen an expansion of these activities in the USA and Australia as major distribution arrangements have been finalized.



visionGATEWAY (through its Australian subsidiaries) has been operating for a total of four years, commencing in 2000. The
Companys only product (INTERScepter) is an Internet Resource
Management software tool. This product is an enterprise business solution that helps to improve Company earnings by assisting organizations in understanding, managing and exploiting Internet usage and valuable resources, including bandwidth, systems
and employee productivity. INTERSceptersoftware empowers managers to effectively
control, schedule and utilize costly Internet resources, while placing responsibility on users to self manage and modify their Internet usage behavior.



The Internet is an ever growing global communications and commerce medium. Traditional organizations (both government and corporate) continue to
demonstrate a significant growth in their need for integration of Internet based technologies into their core business and marketing needs. As a result, chief operating and financial officers and managers of business units are faced with two very
compelling issues:



| | 1. | Managing large amounts of information from the Internet while meeting their corporate and government obligations.
| | -- | -----------------------------------------------------------------------------------------------------------------



| | 2. | Measuring and managing the growing non-productive use of the Internet by staff at work, who use the Internet while at work for non-productive, personal purposes.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



The Company recognized a market opportunity for
the development of software solutions to identify and redirect non-productive use of staff employees at work to profitable uses of their time and Internet availability. Based on the Companys preliminary investigations of market demand for this
type of product, it believed that going ahead with the INTERScepterproject was more
than justified.



12



---

##### Table of Contents

The benefit of the Companys product to its customers is based upon improving productivity and
reducing costs through the use of its software tools.



The
three primary industry segments for INTERScepterat present are:



| | 1. | Education. INTERScepterwas originally developed for the education environment to meter and cost control Internet usage by students and staff. It contains tailored functionality around the volume of Internet use, the type of Internet usage and functionality
for improved learning in lecture and classroom activities. INTERSceptercan reduce
Internet cost and bandwidth usage; it can allocate costs to cost centers and allow students to be charged correctly according to their own personal use beyond base level quotas. Through its access policy facilities, it allows teachers to
regain control of the classroom without having to revert to the IT department.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | Government.INTERScepterallows government agencies to record Internet traffic, the type of usage made and allows costs to be allocated against the proper budget. In the Companys opinion, significant benefits can be achieved through implementing
Internet policy by use of the INTERSceptersoftware. It provides the means to self
manage the use of the Internet as well as reducing direct Internet and bandwidth costs.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | Private Enterprise.Businesses have a need to maximize productivity to achieve better performance to stakeholders through a combination in top line performance or bottom line
cost reduction. The product allows for both outcomes and can be focused on a particular business objective or a series of them as required. It benefits the business with a growth agenda or one that is looking to streamline costs.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



At this time the INTERScepterbusiness software program is the Companys only product; however, the Company is involved in
ongoing development of other software solutions for business and other purposes.



The Company has an international presence. Its core software research and development team is based in Brisbane, Australia. The Australia/Asia office for marketing and distribution is close to Sydney, Australia. The
Companys principal office will be located in San Diego, California. The main U.S. Sales and Distribution office has been established in Los Angeles, at Marina del Rey. Sales activities have commenced in Asia through the Companys
Malaysian and Singapore channel partners. Major emphasis is currently being placed on driving the major strategic partnerships that have been put in place in the USA and Australia.



Sales and Marketing



INTERScepteris marketed and sold as a business tool, not as a technical product, although it is, in the Companys opinion, technically robust and innovative. The sales proposition is primarily commercial and is targeted at senior
management, not solely the IT department. The Companys business model is to use outsourced sales channels and to offer meaningful margins to its channel partners, which will encourage early and considerable commitment. The value chain in the
product also provides substantial service revenue opportunities to channel partners. The Company offers significant product breadth to meet the holistic requirements in Internet Resource Management.



The Companys strategic decisions, dependent on available capital, are
based on rapidly building on an international scale. Three key sales channels will be utilized: sales acceleration firms, large technology resellers and niche technology firms. Additionally, the Company has set a price point and payment model that
we believe will encourage product trial and adoption. This product distribution business model also facilitates further growth through the introduction of complementary products in the future.



The majority of the Companys revenues will come from product licenses.
As described above, the Companys only product is the INTERSceptersoftware tool.
It is sold through a network of distribution channels consisting of technology resellers and other distribution outlets, which the Company refers to as its channel partners. It provides measurable added value to resellers with only
marginal overheads.



13



---

##### Table of Contents

In the U.S., the Company has worked with a number of partners to assist in the development of
opportunities in all segments. They have also assisted the Company to build a reseller network and twelve key resellers are now in place. In addition the Company has finalized Letters of Intent for two major distribution arrangements and is
currently negotiating with another six potential channel partners.



As a result of these channel partner activities, the Company has end user opportunities that are being pursued across the U.S. with a number of Universities, Educational institutions, Government Departments, and Corporate enterprises.
During the quarter as part of our expansion into the US Education market, trial installations were completed at DeVry University at their Pomona campus and also at private school in Colorado. Negotiations are underway with six other schools and
colleges to establish the product at their sites.



Pricing for
the INTERScepteris currently based around a three year contract License Pack followed
by an ongoing Update Pack. In the three year license contract, pricing is based on the number of workstations accessing the Internet rather than the number of users in an organization.



Channel Partners are contracted to the Company through a Channel Partner Agreement which sets out the terms and conditions
of the arrangement, including responsibilities of the parties, product pricing, volume discounts, and channel partner commissions which vary according the value of product sold in a calendar year.



INTERScepter  The Internet Resource Management
(IRM) Solution



The Internet impacts every aspect of
todays busy organization so it is no surprise that an organization can benefit from deploying INTERScepterto manage Internet resources.



Internet Resource Management (IRM) is the Companys approach to helping organizations maximize their return on investment in Internet services. Unlike simple content filtering solutions, IRM calls for a more holistic
approach to understanding and managing the constellation of Internet resources in any organization.



Most organizations lack a comprehensive understanding of what Internet resources are being used and how, making it all but impossible to ensure they are
being used productively, or to predict or plan for their growth. With IRM, an organization can monitor and report usage, set and enforce policies, and improve productivity.



|Competition | 
|----------- | 



The Company does not believe that it has any direct competition with respect to its INTERSceptersoftware program and it is not aware of any competitor offering the same complete solution with the full elements of the software for sale.



There is, however, substantial indirect competition from products which address issues of immediate concern to clients such
as Internet security and violation of web resources. These products address bad behavior on network usage. Policing activities tend, however, to intimidate users and bad behavior goes underground and re-offending will generally occur.
INTERScepterassists staff to police their own behavior and guides them to do what is
more efficient for the Company.



Competition is also realized
from filtering software. Filters eliminate offending materials from the web but the INTERScepterapproach is one of self management rather than forced elimination.



Other products which provide reporting and presentation of gathered statistics, analytics and performance measurement also offer competition for the Companys product.



There are other competitors in the market as well, however, they mainly
supply the home market for parental control of the Internet. Some other products are hardware based and cover the aspect of INTERScepterthat controls bandwidth usage. In the Companys opinion, no other product has the same total coverage as INTERScepter.



14



---

##### Table of Contents

It must, nevertheless, be considered that competition in the business software industry is intense, with
many companies making entries into the market every day. Most of the competitors in the industry are very large businesses with far greater resources than the Company in terms of capital, size and number of employees. The Companys growth will
depend on many variables not in its control, including the ability to obtain additional funding for its operations and development plus many other unforeseen economic and competitive conditions.



|Sources | and availability of raw materials and the names of principal suppliers
|------- | ----------------------------------------------------------------------



The Company is a producer of software and is not dependent on any one supplier for raw materials for its software products.
The underlying technologies are built on publicly available components that are used in conjunction with other software products.



|Dependence | on one or a few customers
|---------- | -------------------------



The Company has outsourced its sales channels and has established or is in process of making alliances with distribution channels in numerous locations
and, consequently, most of its sales are generated from these various sources. At this time there is no single reseller or group of resellers upon which the Company is dependent. In May 2004, the Company completed its agreement with Avnet Hall-Mark
(since renamed Avnet Partner Solutions) to distribute INTERScepter, pre-installed on IBM hardware, through that companys reseller channels. It is estimated that 50% of the Companys U.S. Sales could come through that source over the next
twelve months. Negotiations are being finalized to extend this arrangement to Australia.



|Patents, | trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including duration
|-------- | --------------------------------------------------------------------------------------------------------



The Company has registered product trade marks, trade names and logos in
Australia and is now in the process of registering these items in the U.S. The Company is dependent on its trademark for INTERScepterto distinguish its software from other products in the market and to create a market identity for its product. Patents are under consideration for version 2 of INTERScepter.



At the present time there are no patents in effect upon which the Company is dependent. There are also no concession agreements, franchises, licenses,
royalty agreements or labor agreements in effect at this time.



Government
approval



The Company is not subject to direct
governmental regulation in the conduct of its business.



|Effect | of existing or probable governmental regulations on the business
|------ | ----------------------------------------------------------------



At the present time, based on the Companys business as now conducted, direct governmental regulation of its business is not anticipated.



The Company is, however, subject to the Sarbanes-Oxley Act in the conduct
of its business as follows:



|Sarbanes- | Oxley Act
|--------- | ---------



On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002. This Act imposes a wide variety of new regulatory requirements on
publicly-held companies and their insiders. Many of these requirements will affect the Company.



The Sarbanes-Oxley Act has required the Company to review its current procedures and policies to determine whether they comply with the Sarbanes-Oxley Act
and the new regulations promulgated thereunder. The Company will continue to monitor its compliance with all future regulations that are adopted under the Sarbanes-Oxley Act and it will take whatever actions are necessary to ensure that it is in
compliance.



This Act may also result in higher operating costs
to comply as well as higher professional fees.



15



---

##### Table of Contents

The estimated amount of capital spent during each of the last two fiscal years on research and development activities,
and the extent to which the cost of such activities are borne directly by its customers



The estimated amount spent on research and development in the last two fiscal years is approximately $375,000. All of these expenses have been borne by the Company.



Costs and effects of compliance with environmental laws (federal state and local)



The Company has not had any significant cost or effect with
respect to compliance with environmental laws, either in the U.S. or in Australia.



Number of employees and number of full time employees



As of July 31, 2004, the total number of employees of the Company is ten (10) full-time employees of which nine (9) were engaged in production and sales activities and one (1) was engaged in administrative operations. The Company also uses
the services of numerous part-time employees or contract service employees in the areas of product development, accounting and sales functions. Over the course of 2004 and early 2005 the Company anticipates that it will be increasing its full-time
work force to 40 as needed to support its proposed growth, dependent on future sales prospects and the availability of capital.



Reports to Security Holders





The Company will voluntarily deliver to all Security holders an annual
report which will contain audited financial statements.



The
Company regularly files reports with the Securities and Exchange Commission (the Commission). These reports include annual reports on Form 10-KSB, quarterly reports on Form 10-QSB and current reports on Form 8-K.



The public may read and copy any materials the Company files with the
Commission at the Commissions Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information about the Public Reference Room of the Commission by calling the Commission at 1 800 SEC 0330. The Commission
also maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically that may be accessed at the Commissions web site address: http://www.sec.gov.



Managements Discussion and Analysis of recent activity and Plan of Operation



The July quarter was focused on growing our presence in the USA with new
staff coming on board in Los Angeles and in Atlanta. The company also completed a number of major contracts that will facilitate its future growth. In Australia version 2 of the product is nearing formal release as beta testing has proceeded well.
Results from clients has exceeded expectations in relation to the improvements and enhancements in functionality and performance.



The following discussion should be reviewed in conjunction with our consolidated financial statements and the related notes and other financial information appearing
elsewhere in this report. In addition to historical information, the following discussion and other parts of this document contain forward-looking information that involves risks and uncertainties. Please refer to the section entitled
Forward-Looking Statements earlier in this Form 10-QSB.



Plan of
Operation





Funding



The
visionGATEWAY business over the last two years has focused on product development and building its market positioning, presence and distribution channels. In recent months, the three key aspects of expenditure have been:



| |  | Building reseller networks and client opportunities through its US base in conjunction with the relocation of the Companys CEO Michael Emerson from Sydney to Los Angeles;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



16



---

##### Table of Contents

| |  | Restructuring its channels in Australia and Asia in conjunction with the addition of a new executive, Michael Bromley, as Vice President Strategic Business Development & COO for
Asia Pacific; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Development of INTERScepter version 2 with significant enhancements in functionality and a new underlying platform in Linux for the iGateway component of the product.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



Since mid-2003, Vision Nv has focused on
arranging major funding that will enable it to take full advantage of the significant platform that has been built through its product development and distribution channels. We anticipate using this funding to drive sales in global markets with a
key focus on the U.S. It also enables the Company to focus on some new product initiatives that are aligned to market needs and sales potential.



In the twelve months ended July 2004, Vision Nv has been able to acquire investment funds for working capital of approximately $800,000 from existing
investors. This has enabled us to pay key creditors, cover the salaries of the development staff in Brisbane, office expenses in Brisbane, Sydney, San Diego and recently Los Angeles, the employment of new sales and marketing staff, pay the fees for
outsourced services, and travel expenses related to the development of sales efforts in U.S., as well as trips to Asia for sales and investment.



The Company continues to obtain bridge financing to meet the key short term requirements of activating the distribution channels and related outsourced
sales force in the U.S., ramping up the U.S. operational presence, and providing additional working capital for specific revenue related development projects. The bridging is to a main round of funding that is anticipated to close within the next
six to twelve months in two tranches, to provide additional working capital for next stage growth in global markets. Any delay in obtaining the larger amounts of funding outlined above does not effect existing day-to-day operations that are funded
by existing investors. Any delay in the receipt of these larger funding tranches would have the effect of delaying the next stage growth strategies that have been planned.



The Company anticipates that sales revenue will commence in last quarter of calendar 2004 in the U.S. and Australian
markets, as the key strategic distribution arrangements, such as those with Avnet Partner Solutions, become operational.



Research & Development



In conjunction with new funding commitments from mid 2003 onwards, the R&D division was revamped and specific R&D plans were incorporated. This
was enhanced with the opening of the Companys new R&D Center in Brisbane during February 2004. The key component of this has been version 2.0 (V2) of INTERScepter. V2 is currently in beta test and should be formally released by late September 2004 once patent filings have been submitted. V2
will provide enhanced sales potential in the Companys growing market place.



Version 2.0 provides a number of major improvements over the current version 1.3. Apart from the change to a Linux operating environment for the INTERScepteriGateway system component, there are a number of other improvements in functionality as listed below.



| |  | Port Management
| | - | ---------------



| |  | Simplified and More Flexible Directory Structure
| | - | ------------------------------------------------



| |  | Intranet Based Management
| | - | -------------------------



| |  | Refreshed Intranet Interfaces
| | - | -----------------------------



| |  | Client Notifications System
| | - | ---------------------------



| |  | Improved Rollback Support
| | - | -------------------------



As a result of global exposure to the Vision Nv Business Model through investor forums and reseller networks, there is significant interest from other
businesses for the Company to consider adding on synergistic product modules and expand the product offering.



The INTERScepterproduct provides the underlying Internet Resource Management platformon which other modules can be added. These will include modules provided by Vision Nv as well as specialist modules from third parties such as :



| |  | Whole of network traffic monitoring and analysis tools;
| | - | -------------------------------------------------------



17



---

##### Table of Contents

| |  | Facilities to monitor, control and charge Internet traffic over mobile telephony (including PDAs with phones);
| | - | ---------------------------------------------------------------------------------------------------------------



| |  | Facilities to monitor, control and charge VOIP traffic (an INTERScepterPlus module to be available in 2004);
| | - | -------------------------------------------------------------------------------------------------------------



| |  | Specialist content review modules as plug-ins; and
| | - | ----------------------------------------------------



| |  | Process improvement tools e.g. video conferencing - a strategic cooperative marketing alliance with a Texas based company is currently being finalized.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------



Business Strategy



The strategy to be adopted for the development of a strong, sustainable
market for these products across key global markets incorporates a number of elements including:



| |  | The continuing development or acquisition of innovative technology products providing business solutions to the market;
| | - | -----------------------------------------------------------------------------------------------------------------------



| |  | The strengthening of a global market presence, a clear corporate and product identity, branding, and wide promotion of the brand(s); and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------



| |  | The growth of distribution channels through resellers and OEMs with strong dedicated sales teams to directly market the products to their own existing and potential clients.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



These proposals and initiatives are integral
components of a co-coordinated marketing strategy designed to exploit the identified key market segments and distribution channels to maximize the potential for the successful and profitable distribution of the products globally.



Distribution and Marketing



Current Sites  INTERScepteris has been installed in 28 sites covering over 5,000 workstations and 45,000 users in three countries  Australia,
U.S. and Malaysia.



Significant New Sales Initiatives are
underway in U.S. and Australia.



With new investor funding
flowing and the listing event completed, the Companys focus is to drive sales. In the U.S., the new team members (and outsourced sales force) are active with sales opportunities across the U.S. with Michael Emerson driving the team from the
Companys base in Los Angeles. The Company has also commenced a recruitment campaign for new Business Development and Pre-Sales Technical staff across the U.S. to support the strategic partnerships that have been and are being completed.



The Company is also launching a series of Webinars across the
U.S. over the next six months in conjunction with Avnet Partner Solutions. The first will be in September, to which hundreds of local educational institutions from various regions will be invited. The September event will be a visionGATEWAY
sponsored Webinar focusing on The Escalating Problems of Internet Usage in Education as a means of educating the market on the issues associated with Internet Resource Management. Feedback so far has been very positive. The Webinar
approach will also be used to introduce major new distribution deals that are currently being finalized, and to bring new channel partners into the program. This approach will enable access to a greater audience than would be possible with seminars
in any specific location. The Company will also be enhancing its visibility in the market place by participating in selected major conferences for decision makers from all major market sectors.



The Company now has twelve channel partners in the U.S. and are in
negotiations with six other major companies. They are providing a good spread over Education, Government and Corporate markets. Some of these new signings include specialist consulting and technology security firms.



Michael Bromley is driving the Australasia region from Sydney where new
Australian opportunities are also opening up.



18



---

##### Table of Contents

Initiatives with new channels have resulted in a number of government departments and corporates agreeing
to establish trials of INTERScepter. A lot of the new interest also relates to the
additional functionality that is available under V2.



While the
distribution agreement is fully operational with Avnet Partner Solutions for North America, contracts are being finalized with their Australian operation for a similar and linked agreement. The key component of the arrangement is to take
INTERScepteron board in an appliance model variation where INTERScepterwill be linked to IBM brand servers and taken to Avnets resellers major
clients.



Private Schools in Queensland The
Company has had a recent surge in interest in INTERScepterfrom a number of private
schools in the Brisbane area as a result of the performance at the Companys existing client, St. Peters Lutheran College Indooropilly. The Company was referred by a technical service provider, Etherworks, who has now become a channel
partner to service these clients and to sell to the many others in this segment.



Item 3. Controls and Procedures



Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is
defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). Based on this evaluation, our principal executive officer and our principal financial officer concluded that our
disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.



Part IIOTHER INFORMATION



Item 1. Legal Proceedings



None.



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



None.



Item 3. Defaults Upon Senior Securities



None.



Item 4. Submission of Matters to a Vote of Security Holders



None.



Item 5. Other Information



None.



19



---

##### Table of Contents

Item 6. Exhibits and Reports on Form 8-K



| | (a) | Exhibits
| | --- | --------



|       |  |                                                                                                                                        
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------
|2.1(1) |  | Agreement and Plan of Reorganization, dated February 27, 2004, by and among Chiropractic, Vision Nv, and the stockholders of Vision Nv.
|2.2(1) |  | Addendum to the Agreement and Plan of Reorganization, dated February 27, 2004.                                                         
|3.1(2) |  | Articles of Incorporation                                                                                                              
|3.2(2) |  | Bylaws of Chiropractic 21 International, Inc.                                                                                          
|3.3(2) |  | Certificate of Amendment to Articles of Incorporation dated September 23, 1970.                                                        
|3.4(2) |  | Certificate of Amendment to Articles of Incorporation dated October 29, 1970.                                                          
|3.5(2) |  | Certificate of Amendment to Articles of Incorporation dated October 6, 1972.                                                           



|         |  |                                                                                                                                                                                                                                                 
|-------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.6(2)   |  | Certificate of Amendment to Articles of Incorporation dated November 4, 1980.                                                                                                                                                                   
|3.7(2)   |  | Certificate of Amendment to Articles of Incorporation dated July 15, 1983.                                                                                                                                                                      
|3.8(2)   |  | Certificate of Amendment to Articles of Incorporation dated December 29, 1999.                                                                                                                                                                  
|10.1(3)  |  | Lease, dated February 15, 2004 by and between vision Gateway Pty Ltd and Masinello Holdings Pty Ltd.                                                                                                                                            
|10.2(3)  |  | Lease Agreement, dated October 25, 2001, by and between visionGATEWAY and Executive Centre 133.                                                                                                                                                 
|10.3(3)  |  | HQ Global Workplaces Virtual Office Program Service Agreement, dated December 1, 2003 by and between the visionGATEWAY, Inc. and HQ Global Workplaces, Inc.                                                                                     
|10.4(3)  |  | Sublease, dated March 1, 2004, by and between Guidance Solutions, Inc. and visionGATEWAY, Inc.                                                                                                                                                  
|10.5(3)  |  | Buy/Sell Agreement, dated May 14, 2004, by and between visionGATEWAY, Inc. and AVNET, INC.                                                                                                                                                      
|10.6(3)  |  | Letter Agreement regarding Management Services by and between visionGATEWAY, Inc. and Aspen Capital Partners Pty Ltd.                                                                                                                           
|10.7(3)  |  | Letter Agreement regarding Agent and Consulting Arrangements by and between visionGATEWAY, Inc. and Aspen Capital Partners Pty Ltd.                                                                                                             
|10.8(3)  |  | Letter Agreement regarding Employment of Michael Emerson by and between visionGATEWAY, Inc., Michael Emerson and MICEL Pty Ltd.                                                                                                                 
|10.9(3)  |  | Letter Agreement regarding Agent and Consulting Arrangements by and between visionGATEWAY, Inc. and MICEL Pty Ltd.                                                                                                                              
|10.10(3) |  | Employment Agreement, September 23, 2003, by and between visionGATEWAY, Inc. and Michael Bromley.                                                                                                                                               
|31.1     |  | Certification by Michael Emerson, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                      
|31.2     |  | Certification by Martin G. Wotton, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                     
|32.1     |  | Certification by Michael Emerson, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code, promulgated pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002. 
|32.2     |  | Certification by Martin G. Wotton, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code, promulgated pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.

---

|(1) | Incorporated by reference to 8-K12G3 filed with the Securities and Exchange Commission on April 7, 2004.
|--- | --------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to 10-SB filed with the Securities and Exchange Commission on April 28, 2000.
|--- | -------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to 10-KSB filed with the Securities and Exchange Commission on August 19, 2004.
|--- | ---------------------------------------------------------------------------------------------------------



| | (b) | Reports on Form 8-K
| | --- | -------------------



We furnished to the SEC a report on Form 8-K dated May 26, 2004, containing our May 26, 2004 Press Release related to our agreement with Avnet Hall-Marks ESP Program.



20



---

##### Table of Contents

SIGNATURE



Pursuant to the requirements of the Securities Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



VISIONGATEWAY, INC.By:

/s/ Michael F. EmersonMichael F. Emerson Chief Executive
Officer


Date: September 20, 2004



21