**UNITED
          STATES**
 **SECURITIES
          AND EXCHANGE COMMISSION**
 **Washington,
          D.C. 20549**
  
 
 **FORM
          10-QSB**
 
 **ý**
                **QUARTERLY
                    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                    ACT OF
                    1934****FOR
                    THE QUARTERLY PERIOD ENDED July 31, 2007****o**
                **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 ý ** No o
 
 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, 2007 there were 56,723,505 shares
          of the registrant’s common stock outstanding.
 
 Transitional
          Small Business Disclosure Format. Yes o. No ý.
 
 Indicate
          by check mark whether the registrant is a shell company (as defined in
          Rule
          12b-2 of the Exchange Act). Yes o No ý
 
  
  
 **VISIONGATEWAY,
          INC.**
 
 **FORM
          10-QSB**
 **FOR
          THE QUARTERLY PERIOD ENDED JULY 31, 2007**
 
 
 
 **INDEX**
 
 PART
                    I. FINANCIAL INFORMATIONItem
                    1.
                Financial
                    StatementsCondensed
                    Consolidated Balance Sheet at July 31, 2007 (unaudited)
                3Condensed
                    Consolidated Statements of Operations(unaudited),
                4Condensed
                    Consolidated Statements of Cash Flows (unaudited)
                5Notes
                    to Condensed Consolidated Financial Statements (unaudited)
                6Item
                    2.
                Management’s
                    Discussion and Analysisor
                    Planof
                    Operations
                9Item
                    3.
                Controls
                    and Procedures
                19PART
                    II. OTHER INFORMATIONItem
                    1.
                Legal
                    Proceedings
                20Item
                    2.
                Unregistered
                    Sales of Equity Securities and Use of Proceeds
                20Item
                    3.
                Defaults
                    Upon Senior Securities
                20Item
                    4.
                Submission
                    of Matters to a Vote of Security Holders
                20Item
                    5.
                Other
                    Information
                20Item
                    6.
                Exhibits
                    and Reports on Form 8-K
                21
 
  
  **PART
          I. FINANCIAL INFORMATION**
 
 **Item
          1.**   **Financial
          Statements**
 **visionGATEWAY, Inc.****Including
                    the accounts of its wholly owned subsidiaries**[A
                    Development Stage Company]**Condensed
                    Consolidated Balance Sheet****July
                    31, 2007****Unaudited**
 **ASSETS**AssetsCurrent
                      AssetsCash
                  
                  $
                  61,776Deposits
                  
                  
                  125,040Provision
                      for R&D Rebate
                  
                  
                  0Loans
                      to third parties
                  
                  
                  88,279Total
                      current assets
                  
                  
                  275,095Equipment
                      & Property (net)
                  
                  
                  9,668Other
                assets - goodwill
                  
                  
                  960,000**Total
                      Assets**
                  
                  **$**
                  **1,244,763**
 **LIABILITIES
                      AND STOCKHOLDERS’ DEFICIT**Liabilities:Current
                      Liabilities:Accounts
                      payable
                  
                  $
                  392,725Deferred
                      Management Salaries & Expenses
                  
                  
                  1,017,510Accrued
                      liabilities
                  
                  
                  468,598Short
                      Term Note Payable
                  
                  
                  496,467Related
                      party payable
                  
                  
                  1,882,099**Total
                      Liabilities**
                  
                  **$**
                  **4,257,399****Stockholders’
                      Deficit:**Preferred
                      Stock - 10,000,000 shares authorized,
                    $.10
                      par value per share, Nil outstanding
                  
                  
                  0Capital
                      Stock - 75,000,000 shares authorized having a
                    par
                      value of $.004 per share; 56,723,505 shares issued
                    and
                      outstanding
                  
                  
                  226,894Additional
                      paid-in capital
                  
                  
                  5.128,255Deficit
                      accumulated during the development stage
                  
                  
                  -8,339,060Accumulated
                      foreign currency translation adjustment
                  
                  
                  -28,725**Total
                      Stockholders’ Deficit**
                  
                  
                  **-3,012,636****Total
                      Liabilities and Stockholders’ Deficit**
                  
                  **$**
                  **1,244,763**
    
  
 **visionGATEWAY,
                    Inc.****Including
                    the accounts of its wholly owned subsidiaries**[A
                    Development Stage Company]**Condensed
                    Consolidated Statements of Operations**For
                    the Three Month Periods Ended July 31, 2007 & 2006, and for thePeriod
                    from Reactivation [November 30, 2001] through July 31,
                    2007
 3
                        mths ended
                      July
                        31
                      2007
                      Unaudited
                    
                    3
                        mths ended
                      July
                        31
                      2006
                      Unaudited
                    
                    Reactivation
                      through
                      July
                        31, 2007
                      UnauditedRevenues
                    
                    $
                    0
                    
                    $
                    1,950
                    
                    $
                    55,356Research
                        & development
                    
                    
                    157,799
                    
                    
                    84,789
                    
                    
                    1,492,902General
                        & administrative expenses
                    
                    
                    455,937
                    
                    
                    558,345
                    
                    
                    6,901,514Operating
                        loss
                    
                    
                    -613,736
                    
                    
                    -641,184
                    
                    
                    -8,339,059Net
                        Loss Before Income Taxes
                    
                    
                    -613,736
                    
                    
                    -641,184
                    
                    
                    -8,339,059Current
                        Year Provision for Income Taxes/Rebates
                    
                    
                    0
                    
                    
                    0
                    
                    
                    0Net
                        Loss
                    
                    
                    -$613,736
                    
                    
                    -$641,184
                    
                    
                    -$8,339,059Other
                        Comprehensive IncomeUnrealized
                        gain(loss) on foreignCurrency
                        translation (net of tax)
                    
                    
                    -5,079
                    
                    
                    -4,113
                    
                    
                    -28,725-$618,815
                    
                    
                    -$645,297
                    
                    
                    -8,367,784Loss
                        Per Share - basic and diluted
                    
                    
                    -$0.01
                    
                    
                    -$0.01
                    
                    
                    -$0.22Weighted
                        Average Shares Outstanding
                    
                    
                    53,589,002
                    
                    
                    42,996,296
                    
                    
                    38,141,634
  
  
  
 **visionGATEWAY,
                    Inc.**[A
                    Development Stage Company]**Condensed
                    Consolidated Statements of Cash Flows**For
                    the three months Ended July 31, 2007 & 2006, and for the Period from
                    Reactivation
                  [November
                      30, 2001] through July 31, 2007
 
 3
                      Months
                    Ended
                    July
                      31, 2007
                    Unaudited
                  
                  3
                      Months
                    Ended
                    July
                      31, 2006
                    Unaudited
                  
                  Reactivation
                    through
                    July
                      31, 2007
                    UnauditedCash
                      Flows from Operating ActivitiesNet
                      Loss
                  
                  
                  -$613,736
                  
                  
                  -$641,184
                  
                  
                  -8,339,059Adjustments
                      to reconcile net income to net cash provided by operating
                      activities:Depreciation
                      and amortization
                  
                  
                  3,242
                  
                  
                  2,932
                  
                  
                  64,981Stock
                      issued for services
                  
                  
                  0
                  
                  
                  92,500
                  
                  
                  862,074Stock
                      based compensation
                  
                  
                  123,250
                  
                  
                  123,250
                  
                  
                  762,850Change
                      in current assets
                  
                  
                  0
                  
                  
                  -204,379
                  
                  
                  -213,320Increase
                      in current liabilities
                  
                  
                  86,037
                  
                  
                  189,503
                  
                  
                  2,120,111Net
                      Cash Used for Operating Activities
                  
                  
                  -401,207
                  
                  
                  -437,378
                  
                  
                  -4,742,363Cash
                      Flows from Investing ActivitiesPurchase
                      of property
                  
                  
                  0
                  
                  
                  0
                  
                  
                  -72,680Cash
                      Flows from Financing ActivitiesProceeds
                      from borrowing
                  
                  
                  -185,235
                  
                  
                  438,898
                  
                  
                  2,380,372Additional
                      paid in Capital
                  
                  
                  590,016
                  
                  
                  3
                  
                  
                  2,525,172Net
                      Cash Provided by Financing Activities
                  
                  
                  404,781
                  
                  
                  438,901
                  
                  
                  4,905,544Effect
                      Of Exchange Rate on cash and cash Equivalents
                  
                  
                  -5,078
                  
                  
                  -4,116
                  
                  
                  -28,724Net
                      Increase/(Decrease) in Cash
                  
                  
                  -1,504
                  
                  
                  -2,593
                  
                  
                  61,777Beginning
                      Cash Balance
                  
                  
                  63,281
                  
                  
                  7,941
                  
                  
                  0Ending
                      Cash Balance
                  
                  $
                  61,777
                  
                  $
                  5,348
                  
                  $
                  61,777Supplemental
                      Disclosure of Cash Flow Information:Cash
                      paid during the period for interest
                  
                  
                  26,434
                  
                  
                  2,569
                  
                  
                  650,563Cash
                      paid during the period for income taxes
                  
                  
                  0
                  
                  
                  0
                  
                  
                  0Supplemental
                      Disclosure of Non-Cash Financing Activities:Stock
                      issued to relinquish debt
                  
                  
                  0
                  
                  
                  0
                  
                  
                  1,364,486
  
   
 **visionGATEWAY,
          Inc.**
 [A
          Development Stage Company]
 **Notes
          to Condensed Consolidated Financial Statements (unaudited)**
 **July
          31, 2007**
 
 NOTE
                    1
                ORGANIZATION
                    AND INTERIM FINANCIAL STATEMENTS
 (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)  Interim
          financial statements
 
 The
          accompanying condensed consolidated financial statements are unaudited
          and have
          been prepared in accordance with generally accepted accounting principles
          for
          interim financial information. Accordingly, they do not include all of
          the
          information and footnotes required by accounting principles for complete
          financial statements generally accepted in the United States of America.
          In the
          opinion of management, the accompanying consolidated financial statements
          contain all adjustments, consisting of normal recurring accruals, necessary
          for
          a fair presentation of our financial position as of July 31, 2007 and 2006.
          There has not been any change in the significant accounting policies of
          visionGATEWAY, Inc. for the periods presented. The results of operations
          for the
          three months ended July 31, 2007 are not necessarily indicative of the
          results
          for a full-year period. It is suggested that these unaudited condensed
          consolidated financial statements be read in conjunction with the consolidated
          financial statements and the notes thereto included in the Company’s Annual
          Report on Form 10-KSB for the fiscal year ended April 30, 2007 filed with
          the
          Securities and Exchange Commission (the “SEC”).
 
  (c)  Stock
          based compensation
 
 On
          May 1,
          2006, the Company adopted the fair value recognition provisions of Statement
          of
          Financial Accounting Standards (SFAS) No. 123R, “Share-Based Payment,” using the
          modified prospective method. Consequently, for the three months ended July
          31,
          2007, the Company’s results of operations reflect compensation expense for new
          stock options granted and vested under its stock incentive plans during
          the
          three months ended July 31, 2007 and the unvested portion of previous stock
          option grants which vested during the three months ended July 31, 2007.
          The
          amount recognized in the financial statements related to stock-based
          compensation was $123,250 for the three months ended July 31, 2007.
 
  
  
 The
          fair
          value of each option granted is estimated on the date of grant using the
          Black-Scholes option-pricing method. The Company uses historical data to
          estimate the expected price volatility, the expected option life and the
          expected forfeiture rate. The Company has not made any dividend payments
          nor
          does it have plans to pay dividends in the foreseeable future. The following
          assumptions were used to estimate the fair value of options granted during
          the
          three months ended July 31, 2007 using the Black-Scholes option-pricing
          model:
 
 
 **2007**Expected
                    life (years)
                10Interest
                    rate
                3.0%Volatility
                100%Dividend
                    yield
                0%
 
 
 
 
 (d)  Research
          & Development Costs
 
 Expensing
          of Research & Development Costs. Research and Development is expensed as
          incurred.
 
 NOTE
                    2
                LIQUIDITY/GOING
                    CONCERN
 
 The
          Company has accumulated losses through July 31, 2007 amounting to $8,339,060
          has
          minimal assets, and has a net working capital deficiency at July 31, 2007
          raising substantial doubt about the company’s ability to continue as a going
          concern.
 
 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.
 
 Fund
          raising is underway through Aspen Capital Partners Limited the Company’s major
          shareholder in Australia. A major fund raising is nearing completion with
          an
          investment banking groups in Australia.
 
 
 NOTE
          3  ACCOUNTS PAYABLE
 
 Accounts
          payable has previously been presented in our accounts as one number. We
          are now
          showing separately that part of payables that represents amounts owing
          to
          executive management for unpaid salaries and expenses and then the balance
          of
          accounts payable.
 
  
  
 **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 and statements preceded by, followed by or that include the
          words
“may,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,”
“estimates,” “plans,” “intends,” “targets,” or similar expressions, 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.
 
 Forward-looking
          statements involve inherent risks and uncertainties, and may be dependent
          upon
          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
 
 visionGATEWAY
          is a software development & distribution company with R&D group in
          Australia, distribution in USA, Europe, Australia/New Zealand and existing
          customers across three continents. Although total sales during its last
          two
          fiscal years were minimal, the Company considers itself in the commercialization
          stage of its development because of its focus on building its Distribution
          channels and markets for its products. In Fiscal 2008, the Company is actively
          commencing its sales growth.
 
 The
          company provides an extensible platform of software components for Internet
          Resource Management & Security. These components currently
          include:
 
 ·
                Holistic
                    Internet Resource Management &
Control
 ·
                Enhanced
                    security through special modules, including
                    VoIP
 ·
                Secure
                    Mail & Secure Data Sharing
 ·
                Voice
                    over IP
 ·
                IP-based
                    e-Business, m-Commerce & Smart Card
                    Solutions
 
 The
          visionGATEWAY NG-Linux platform allows our Distributors and Partners to
          offer
          their enterprise, small-business and residential customers solutions to
          the
          day-to-day problems they face with internet usage - particularly with personal
          and business security, productivity loss, compliance.
 
 visionGATEWAY’s
          specialist and proprietary technologies provide the framework business
          and
          government customers can use to implement secure IP-based applications
          with
          higher revenues, lower operating and management costs, and faster business
          development cycles.
 
 The
          company has identified a number of products that it wishes to add to its
          product
          offering and that can either be acquired or licensed on a highly cost-effective
          basis. These products will substantially enhance the company’s position as the
          one-stop shop for the management of IP-based applications. They
          include:
 
 ·
                integrated
                    encryption and digital rights management
                    system
 ·
                advanced
                    TV Application Manager for IPTV and hybrid digital TV
                    solutions
  
  
 The
          Company’s business model is to use outsourced sales channels and to offer
          meaningful margins to its channel partners. The value chain in the product
          also
          provides substantial service revenue opportunities to channel partners.
 
 visionGATEWAY
          is continuing the building of a global distribution network to grow sales
          through strategic partnerships - these include:
 
 Ø
                Avnet
                    Partner Solutions distributorships for United Kingdom, North
                    America, and
                    Australia/New Zealand;
 Ø
                Avnet
                    Technology in UK for supply and support of the appliance systems
                    for
                    INTERScepter version 3;
 Ø
                American
                    Portwell Technology, subsidiary of the large listed Taiwanese
                    company
                    Portwell Inc., who is supplying the appliance devices for INTERScepter
                    version 3 for Enterprise, SMB and Home/SOHO
                    clients;
 Ø
                QED
                    Storage, the Managed Services Provider for USA and EMEA with
                    initial sales
                    expected at over $2m for the next 18
                    months.
 
 visionGATEWAY
          has a core software product - “ **INTERScepter** **TM** ”.
          It is
          an enterprise business solution that helps to improve company earnings
          by
          assisting organizations in understanding, managing and exploiting all aspects
          of
          Internet usage and valuable resources, including bandwidth, systems and
          employee
          productivity. INTERScepter puts the control of these business issues and
          costs
          in the hands of business managers not just the IT department. The
          INTERScepter TM solution
          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.
 
 visionGATEWAY’s
          product innovation for its INTERScepter solution continued with the release
          of
          the Linux platform version, and now reaches a significant milestone with
          the
          release of a version for the Home/SOHO markets - **INTERScepter** ***SmartParent*** .
 
  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
          three 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.
 
 3.
                Maintaining
                    secure and private internet access for staff, while reducing
                    risk and
                    liability relative to internet usage.
 
 visionGATEWAY
          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, while maintaining
          security and privacy.
 
 visionGATEWAY’s
          product innovation for its INTERScepter solution continued with the release
          of
          the Linux platform version in late 2004, and in early 2006 reached a significant
          milestone with the release of a version for the Home/SOHO markets, as well
          as
          providing many other technical and functional innovations that enhance
          saleability.
 
 Initially
          designed as a prototype so it can be embedded onto ADSL/Cable Modems and
          Wired/Wireless routers, INTERScepter@Home is specifically targeted to the
          home,
          home office and small business market segments. Most importantly, it allows
          a
“solution on a chip” to be OEM’d with communications systems manufacturers and
          communications bandwidth suppliers, particularly the ISP market. The focus
          has
          now expanded to provide “ *SmartParent* ”.
 
 New
          synergistic products from 3 rd parties
          are regularly being evaluated and contracts have been established for
          distribution in our regional markets for :
 
 v
                Saturn
                    IQ - provided through an exclusive global licensing agreement
                    - safe and
                    secure email and document storage services available online and
                    from your
                    desktop using software and encryption
                    components;
 v
                Patriot
                    Techcorp -provision
                    of technology solutions to address compliance with the global
                    legislation
                    issues pertaining to Anti-Money Laundering (AML), Anti-Terrorism,
                    the USA
                    PATRIOT Act, Office of Foreign Assets Control (OFAC), the Bank
                    Secrecy Act
                    (BSA), and other related domestic and foreign governmental regulatory
                    requirements. These applications, particularly the new Global
                    Patriot
                    solution, provide unique opportunities in the Financial Services
                    market
                    place for visionGATEWAY and all its
                    solutions.
  
  
 Although
          sales have been minimal to date, the Company has built an international
          presence. Its core software research and development team is based in Brisbane,
          Australia. The Company’s registered office is located in San Diego, California
          and a new branch office in the UK has been established. New sales opportunities
          are also being evaluated in Asia, as well as the United Kingdom. New
          distribution channels are being negotiated in Australia and New Zealand
          through
          various strategic partners as a result of the release of the latest NG
          platform
          for INTERScepter and the ability to sell as an “appliance”.
 
 
 **Sales
          and Marketing**
 
 Sales
          revenue has minimal over the last two years as the Company has built its
          distribution channels and also sought to prove the strength and viability
          of the
          product in various market regions and market segments. Additionally during
          FY
          2007, as a result of market feedback, the company sought to complete version
          3
          of the INTERScepter product with a focus on :
 
 v
                Improving
                    technical capabilities by using Linux as the core operating system
                    platform
 v
                Enhancing
                    scalability by providing a solution for the Home
                    market
 v
                Improving
                    installation flexibility by building a single system “appliance”
                    version
 
 The
          first
          two elements were completed during FY 2006 and FY 2007, while the third
          was
          nearing completion late in FY 2007.
 
 INTERScepter TM 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: strategic distribution partners, 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, such as those that have now been
          put in
          place.
 
 The
          majority of the Company’s revenues will come from product licenses. As described
          above, the Company’s first product is the INTERScepter TM software
          solution. 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.
  Pricing
          for the INTERScepter TM is
          currently based around a License Pack followed by an ongoing Update Pack.
          The
          pricing is based on the number of workstations accessing the Internet rather
          than the number of users in an organization. Special
          pricing and bundling has been put together for the new Home product and
          for the
          specialist VoIP module.
 
 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 TM to
          manage
          Internet resources.
 
 Internet
          Resource Management (IRM) is the Company’s approach to helping organizations to
          understand how they and their employees are making use of internet resources.
          The feedback and controls provided by IRM allow organizations and individuals
          to
          understand what constitutes good and bad behavior. Managers, for the first
          time,
          are provided with the information and the tools to audit and enforce good
          behavior and individuals are provided with the feedback and controls they
          need
          to self-manage their use of expensive internet resources (and company time).
 
 Using
          IRM, an organization can monitor and report usage, set and enforce usage
          policies, improve productivity and efficiency and assign costs or plan
          for
          future growth.
  
  
 
 IRM
          offers a rapid Return on Investment (ROI) by improving how Internet resources
          are managed, utilized, and controlled. Most importantly, the massive time
          wasted
          as employees make private use of the internet at work can be measured,
          made
          highly visible and managed for the first time.
 
 *Competition*
 
 The
          Company does not believe that it has any direct competition with respect
          to its
          INTERScepter TM software
          program and it is not aware of any competitor offering the same complete
          solution with the full elements of the software for sale.
 
 The
          various Internet and network monitoring tools can be classified against
          an
          overall framework. Gaps exist between product capabilities and many products
          are
          clustered around similar functionality.
 
 INTERScepterTM
          is different from other management tools. Its perspective is wider in a
          client
          sense. It sees all the resource categories as being connected while addressing
          a
          particular set of issues relating to Internet usage and policy. INTERScepterTM
also provides a real-time reporting engine so that action can be taken
          to govern
          Internet access more effectively.
 
 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 TM 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 TM 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 just some aspects of the Internet. Some
          other
          products are hardware based and cover the aspect of INTERScepter TM that
          controls bandwidth usage. In the Company’s opinion, no other product has the
          same total coverage as INTERScepter TM .
 
 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.
 
 **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. and Europe.
          The
          Company is dependent on its trademark for INTERScepter TM to
          distinguish its software from other products in the market and to create
          a
          market identity for its product. Patents are under consideration for next
          version of INTERScepter TM .
  
  
 
 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.
  **The
          estimated amount of capital spent during each of the last two fiscal years
          on
          research and development activities.**
  The
          estimated amount spent on research and development in the last two fiscal
          years
          is approximately $750,000. 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, 2007, the total number of employees of the Company is twelve (12)
          full-time employees of which eleven (11) 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.
          These numbers have begun increasing since April 30, 2007 after the slowdown
          last
          year as the company restructured its business strategies. During 2007/8
          the
          Company anticipates that it will be increasing its full-time work force
          as
          needed to support its proposed global growth strategy, dependent on future
          sales
          prospects, the availability of capital and the outcome of proposed acquisitions.
 
 **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
          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” at the beginning of Item 2 of this Form
          10-QSB.
 
 The
          July
          quarter saw the company continue the execution of its updated business
          strategy
          in anticipation of new funding being finalized later in 2007. This resulted
          in a
          lift in expenditures compared to previous quarters. Apart from the requirement
          since May 1, 2006 to reflect the compensation expense for the granting
          and
          vesting of existing options ($123,250 for the quarter), much of the additional
          expenditure relates increased marketing with the release of new product
          versions, and expenses associated with the funding and M&A activities that
          are underway. We also began increasing staffing levels, particularly on
          the
          sales side, to prepare for the full launch of version 3 of INTERScepter.
          The
          company is also reviewing its options from a marketing and investor relations
          perspective. From a sales and distribution perspective, the Company focused
          on
          growing our partnerships in the USA and UK with the focus on leveraging
          from its
          existing distribution arrangements as outlined below as well as promoting
          the
          company and product in key market segments. The company has also appointed
          key
          senior managers to help drive these opportunities in the USA, and now in
          the UK
          in conjunction with the setup of a branch office and new staff in the UK.
          A key
          focus from a development perspective has been the completion of the key
          phases
          of INTERScepter Version 3. This has seen the release of the INTERScepter
          Home/SOHO and Enterprise “appliance” versions which are being presented to
          distributors and communications systems manufacturers for OEM opportunities.
          The
          quarter also saw the introduction of new products through third party
          partnerships, focused on internet/email security and compliance, and more
          recently Voice over IP (VoIP).
 
 The
          Directors also noted that, the due diligence was continuing in relation
          to the
          proposed acquisitions. It is considered likely that the first of these
          will be
          completed in the next quarter.
  **Plan
          of Operation**
 
 **Synopsis
          of Business Strategy and Status**
  visionGATEWAY
          is continuing to execute on its updated business plan. The Company’s plan
          combines organic growth and acquisitions creating greater opportunity for
          revenue and sales growth through an enhanced corporate and solution package
          :
 
 ***INTERScepter***
 
 Ø
                The
                    Company has released the new “**appliance**”
                    version of INTERScepter for enterprise and SMB markets. Significant**enhancements
                    to INTERScepter version 3**have
                    been made from both a technical and user interface
                    perspective;
 Ø
                version
                    3 is being implemented at**Moreton
                    TAFE College in Queensland**-
                    long standing client of visionGATEWAY - Unisys who manage their
                    networks
                    is looking to expand the implementation of INTERScepter to other
                    TAFE
                    locations by the end of 2007 for one hundred thousand student
                    users; this
                    would equate to sale value over $800,000 per year when fully
                    operational;
  
  
 Ø
                other
                    installations are arranged for new client sites in Australia,
                    as well as
                    in UK and USA;
 Ø
                **appliance
                    hardware arrangements**have been made for supply of fully specified appliance devices
                    from
                    Portwell of Taiwan and USA through distributors in Australia,
                    USA and UK -
                    Avnet - and their channel partners. Different appliance models
                    are
                    available for Enterprise and SMB level businesses at competitive
                    price
                    points;
 Ø
                shipments
                    of these appliances began July within Australia, as well as to
                    USA and
                    UK;
 Ø
                following
                    on from the “solution on a chip” box version of**INTERScepter
                    for Home**and SOHO (Small Office Home Office) markets, the Company is to
                    begin
                    during its second fiscal quarterCommunity
                    trials of “The***Smart
                    Parent***for the Smart Home” providing full INTERScepter Home/SOHO
                    capability;
 
 ***Global
          Distribution & Sales Network***
 
 Ø
                during
                    the year, the Company gained a**specialist
                    Strategic Advisor**in
                    Tom Kielty of the USA who brings a strong technology background
                    as well as
                    a significant personal network into the Financial Services and
                    Pharmaceutical industries - introductions have already been made
                    to some
                    of the largest global banks, to a number of sales channels, as
                    well to
                    funding sources;
 Ø
                the
                    potential that has evolved from the organizations the Company
                    has already
                    had discussions and live demonstrations with is for***200,000
                    work stations***over the next 12 months;
 Ø
                the
                    Company now has**regional
                    sales management**established for Australia, USA and
                    UK;
 Ø
                the
                    Company has**expanded
                    market coverage to UK and South Africa**as
                    part of our Global Distribution
                    Network;
 Ø
                **an
                    online stealth marketing program**is
                    underway to achieve a rapid uptake and understanding of the benefits
                    INTERScepter v3.0 delivers to the Company’s
                    customers;
 
 ***Partnerships,
          Acquisitions & New Products***
 
 Ø
                the
                    Company intends to gain clients and sales plus new products/services
                    through**acquisitions**;
 Ø
                the
                    Company has added additional**synergistic
                    products**in
                    e-commerce and point of sale payment solutions, secure mail and
                    secure
                    data sharing, internet security, encryption technologies and
                    VoIP;
 Ø
                the
                    exclusive licensing of**Saturn
                    IQ’s**IP
                    and technology from the UK will bring a portfolio of revenue
                    generating
                    clients. It is predicted that the immediate sales opportunities
                    can be
                    converted to revenue of an estimated $1,000,000 over the first
                    nine months
                    of the arrangement being
                    implemented.
 
 visionGATEWAY
          looks to provide, for the companies that it acquires, the ability to obtain
          the
          funding they require more cost effectively, strategic leadership and positioning
          plus enhanced (global) growth potential. VGWA’s objective for the long term is
          to grow a successful global technology company.
 
 The
          funding options the Company is progressing facilitate these objectives,
          and the
          strategic partnerships the Company has and is putting in place provide
          the
          capability to accelerate market access and sales growth.
  **Funding**
 
 The
          visionGATEWAY business over the last two years has focused on product
          development and building its market positioning, presence and global
          distribution channels. In the last twelve months, the key aspects of expenditure
          have been:
 
 o
                Building
                    distribution and reseller networks and validating product acceptance
                    in
                    USA, UK, Australia and New Zealand;o
                Finding
                    and evaluating synergistic 3rdparty products to bring to the distribution mix;o
                Development
                    of INTERScepter version 3 with significant enhancements in functionality
                    and a new underlying platform in Linux for the iGateway component
                    of the
                    product; ando
                Development
                    of INTERScepter version to address the Home and SOHO markets.o
                Development
                    of INTERScepter “appliance” capability.
  During
          all of fiscal 2007, the Company has focused on arranging major funding
          that will
          enable it to take full advantage of the platform that has been built through
          its
          product development and global distribution channels. This funding will
          be used
          during fiscal 2008 to drive sales in global markets with a key focus on
          the
          U.S., Australia and UK. 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 April 2007, with a reduced level of activities,
          visionGATEWAY has been able to acquire investment and loan funds for working
          capital of approximately US$1,103,000 from existing and new investors.
          This has
          enabled us to pay key operational expenses in Australia and USA, as well
          as
          travel and marketing expenses related to the development of distribution
          and
          investor efforts in U.S., UK and Australia/New Zealand.
  
  
 
 In
          April
          2006 visionGATEWAY announced that it had entered into a Standby
          Equity Distribution Agreement with
          Cornell Capital Partners, LP (“Cornell”). Under the agreement, Cornell would
          provide up to $15 million of funding that can be accessed at the Company’s
          discretion over a 24-month period by issuing common stock of the Company,
          pursuant to the conditions and limitations thereunder. Proceeds received
          by the
          Company would enable it to execute on its established sales growth
          strategy.
 
 Any
          sale
          of common stock under the agreement would occur pursuant to an effective
          registration statement, which the Company would establish prior to selling
          any
          shares of common stock that it may sell under the agreement. This registration
          statement is yet to be filed and t he
          SEDA
          facility is yet t o
          be
          activated.
 
 While
          this funding structure provides flexibility to access additional equity
          capital
          at selected times when additional capital or liquidity is desirable to
          drive our
          growth, it needs to be done at a time that is appropriate taking into account
          all business and market factors. The Company believes the timing and market
          factors have not yet been appropriate to access this facility.
 
 The
          Company has consequently revised its funding strategy moving forward. The
          key
          elements of the suggested funding strategy as outlined below are clearly
          aligned
          to the updated Corporate Strategy outlined in this report.
 
 Ø
                Initial
                    funding requirement has been increased to US$10 million - additional
                    requirement would be due to growth requirements in existing markets
                    with
                    the new and enhanced products(particularly the*SmartParent*),
                    and the initial needs of proposed acquired
                    companies.
 Ø
                Additional
                    tranches of funding to total $20m in 2008 to be accelerated after
                    initial
                    acquisitions are completed to facilitate additional growth in
                    new markets
                    (particularly China, Japan and Korea), a move to a main board
                    listing, and
                    additional acquisitions.
 
 **Target
          Acquisitions**
 
 The
          Company believes these prospective transactions will add real value to
          the
          business in the future and that they create the clear emerging leader in
          our
          sector. As a combined Company, the business would have a broad product
          line and
          technology portfolio, enabling it to provide unparalleled products and
          support
          for its customers. In addition, the Company believes it will have an increased
          ability to address complementary high-growth markets.
 
 As
          the
          Company’s markets continue their rapid growth, it expects that these markets
          will become more attractive to larger players. The combined forces of the
          companies VGWA bring together increase its abilities to face these competitive
          challenges by creating a more efficient and financially stronger company,
          and by
          increasing the value the Company brings to its customers.
 
 Furthermore,
          by expanding the Company’s engineering capacity and broadening its technology
          portfolio, it will be able to accelerate the development of products for
          complementary markets. The Company’s competitive position is further enhanced by
          increasing its combined financial strength, and by expanding its management
          expertise and experience.
 
 The
          Company has identified significant synergies among the targeted companies,
          such
          that the acquisition is accretive to the Company’s earnings commencing in the
          first full quarter of combined operations, excluding one-time costs associated
          with the transaction(s). The Company is committed to achieving the synergies
          it
          has identified while enhancing its competitive position and momentum in
          the
          marketplace.
 
 The
          combined company would continue to have a significant management and R&D
          presence in Australia, as well as other centers depending on the acquired
          companies - most likely Europe. The combined company would also develop
          sales
          and support offices in all major regions as sales expand.
 
 **Research
          & Development**
 
 The
          key
          focus of Research & Development over the last twelve months has been the
          development of INTERScepter version 3. This version not only addresses
          the Home
          and SOHO markets, but also provides an “appliance” approach, database
          independence and significant technological advantages.
 
 As
          a
          result of global exposure to the visionGATEWAY 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 TM V3
          product provides the underlying Internet Resource Management *platform* on
          which
          other modules can be added. These include modules provided by visionGATEWAY
          as
          well as specialist modules from third parties such as :
  
  
 
 **·**
                ࿠
                Whole
                    of network traffic monitoring, analysis and performance improvement
                    tools;
 
 **·**
                ࿠
                Internet
                    Protection and Security tools;
 
 **·**
                ࿠
                Secure
                    Mail & Secure Data Sharing (IQ Confidential);
 
 **·**
                ࿠
                Integrated
                    encryption and digital rights management system;
 
 **·**
                ࿠
                IP-based
                    e-Business, M-Commerce and smart card solutions (SmartCity);
 
 **·**
                
                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 INTERScepterTMVoIP
                    Control module is now available);
 
 **·**
                ࿠
                Specialist
                    security and content review modules as “plug-ins”; and
 
 **·**
                ࿠
                Process
                    improvement tools e.g. video conferencing.
 
 INTERScepter
          can also be integrated into Bundled Solutions
 
 Ø  Secure
          VoIP - enable new telephony to be secure from threats !
 Ø  IP-based
          Digital e-Business & m-Commerce - secure / track / measure
 Ø  iNTERNET
          TRACKER - INTERScepter plus Billing Solution for Higher Education
          market
 Ø  Internet
          based security camera control solution - important for additional physical
          security at key government and corporate locations
 
 The
          technology of INTERScepter enables visionGATEWAY to build and leverage a number
          of strategic technology alliances. These can be categorized as follows
          :
 □
                Core
                    components
 §
                Linux
                    operating system
 §
                Database
                    systems - MS, IBM, Oracle, etc
 §
                Client
                    workstations - MS, Linux/Novell,
                    Apple
 §
                User
                    Authentication - MS, Novell, etc
 □
                Hardware/Networking
 §
                Server
                    Appliances - IBM, Intel, HP, Tyan
 §
                Wi-Fi
                    - various technology and solution
                    providers
 □
                Specialist
                    devices
 §
                IP
                    based video conferencing
 §
                IP
                    based Security cameras
 §
                Voice
                    Over IP (VOIP)
 □
                Specialist
                    software plug-ins
 §
                Filters
 §
                Whole
                    of network bandwidth management
 §
                Spam
                    management
 §
                E-mail
                    content checking
 §
                IM
                    content checking
 □
                Telcos
                    and ISP’s - differentiate data lines with management
                    tool
 
  **New
          Solutions - INTERScepter@Home - Prototype Overview**
  Initially
          designed as a prototype to be embedded onto ADSL/Cable Modems and Wired/Wireless
          routers, INTERScepter@Home, now also known as *SmartParent,* is a
          version of INTERScepter specifically targeted to the home, home office
          and small
          business market segments. INTERScepter@Home / *SmartParent* has been
          engineered using the NG platform that has been developed by the R&D team as
          the foundation for all future INTERScepter product variations.
 
 A
          number
          of brand name Wireless Routers had been used as a “proof of concept” with the
          initial version of INTERScepter@Home installed. This work complements the
          ongoing work using software-based emulators and ensures the product functions
          on
          physical hardware.
  
  
 
 ***Features
          / Functionality***
 
 The
          aim
          of INTERScepter@Home is to provide control and basic usage statistics for
          all
          computers that access the Internet via the INTERScepter@Home hardware device.
          INTERScepter@Home manages connected computers with “Access Policies” that are
          assigned and usage statistics that are recorded.
 
 Management
          of @Home is browser based via a very simple and intuitive interface. @Home
          is
          very simple to configure and requires very little on-going
          management.
 
 ***Key
          Points***
 
 Ø
                Using
                    INTERScepter@Home provides the information required to verify
                    ISP usages
                    charges.
 Ø
                INTERScepter@Home
                    on a wireless router / gateway protects unsecured wireless networks
                    by not
                    allowing new computers to access the internet. It will also identify
                    foreign computers using the unsecured wireless
                    network.
 Ø
                INTERScepter@Home
                    is available on ADSL/Cable modems for new broadband users and
                    on
                    Wired/Wireless routers for existing broadband
                    users.
 Ø
                INTERScepter@Home
                    is based on the NG/Linux platform and supports a wide variety
                    of platforms
                    including (but not limited to) PowerPC, ARM, MIPS and Intel
                    CPU’s.
 
  **iSmartParent
          - “The SmartParent for the Smart Home”**
  
 visionGATEWAY’s
          product innovation for its INTERScepter solution continued with the release
          of
          the Linux platform version, and now reaches a significant milestone with
          the
          release of a version for the Home/SOHO markets - **INTERScepter** ***SmartParent*** .
 
 The
          next
          generation home will be increasingly dependant on Internet-based technologies.
          From MySpace and YouTube to television and radio and alarm systems, nearly
          every
          aspect of the home is being networked and redefined in the Internet age.
          But
          with these positive advances and conveniences, there are serious issues
          to
          consider, especially when children are involved.
 
 visionGATEWAY
          is on the cutting-edge of this trend with products and solutions originally
          developed for government agencies and major corporate clients that allow
          parents
          to have virtual control and monitoring capabilities over every aspect of
          the
          next generation home to ensure total security for personal information
          as well
          as powerful tools to ensure that each child is 100 percent safe from predators
          and unauthorized communications.
 
 **Distribution,
          Marketing & Sales**
  v
                **Current
                    Situation**
  INTERScepter
          is currently installed in sites covering over 5,000 workstations and 50,000
          users. The Company’s focus over 2006 and early 2007 has been to continue to
          prove the market potential of the product (particularly in the USA and
          UK),
          consolidate case studies of the business value of the product, and to continue
          building the distribution and support channels while awaiting the completion
          of
          the new version 3 full “appliance” model.
 
 In
          addition the arrangements to add new 3 rd party
          products have provided new opportunities for cross-selling of products
          into
          specific target market segments.
 
 In
          conjunction with new funding the Company will begin scaling up its resources
          to
          meet the demands of the distribution solutions and channels.  The approach
          is twofold :
  ·
                industry
                    specialization - the Company will bring in industry specialists
                    to drive
                    sales and market opportunities for its solutions in specific
                    target
                    sectors
 ·
                solution
                    specialization - the Company will bring on board sales/technical
                    specialists for each of its solutions to work with the
                    industry specialists and the channels in their sales and ongoing
                    support
                    of the client base.
 
 The
          new
          funding and resources will facilitate these objectives, and provide the
          capability to accelerate market access and sales growth. Regional
          managers have now been put in place for Australia, USA and UK.
  v
                **Avnet
                    Partner Solutions and
                    visionGATEWAY**
  VGWA
          appointed Avnet Partner Solutions (“APS”) as a distributor. The key component of
          the Avnet Partner Solutions arrangement is to take INTERScepter TM on
          board
          in an “appliance” model variation where INTERScepter TM is
          linked
          to IBM brand servers and taken to Avnet’s resellers’ major clients. Through this
          link with IBM there are opportunities to leverage that company’s resources and
          client base. IBM has also provided specialist hardware to visionGATEWAY’s
          R&D team to facilitate the porting of the INTERScepter solution to these
          systems.
  
  
 
 The
          initial program was targeted at North American customers; but has since
          been
          expanded to Australia/New Zealand, and then to the UK . The
          partnership with APS provides INTERScepter on IBM hardware as a preconfigured
          appliance model for sales through their many reseller partner
          channels.
 
 Avnet
          in
          UK is now also providing distribution and support of the new appliances,
          from
          other vendors, used for the initial rollout of INTERScepter version
          3.
  v
                **Australian
                    Market Place - early v3
                    implementations**
  INTERScepter
          v3 is being installed at Moreton TAFE with continued customer load testing
          being
          completed. The product has also successfully integrated with the TAFE’s student
          database systems. Completion of client side testing is underway to enable
          roll
          out of INTERScepter across the whole of Moreton TAFE and other soon to
          be merged
          Queensland based TAFEs.
 
 Expanding
          TAFE opportunities with Unisys in QLD and NSW. Unisys’ project managers and
          visionGATEWAY met in February in order to complete the robust testing evaluation
          and student database integration that is applicable across all Queensland
          based
          TAFEs. VGWA is also developing a closer relationship with Unisys’ Brisbane
          office to gain an entry to Unisys’ NSW customer base and to replicate the
          INTERScepter implementation across NSW based TAFEs.
  v
                **United
                    Kingdom Opportunities**
  In
          the
          United Kingdom pilot installations have been arranged with four local government
          councils as an entrée to that whole market sector.
 
 Avnet
          Partner Solutions in UK also have aligned five of their major partner accounts
          who have pilot customers ready to move forward. Of major interest is one
          company
          that is part of the largest global technology supplier of South Africa.
          They are
          ready to take the new INTERScepter version 3 appliance to their massive
          client
          base.
 
 **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**





At
      July
      31, 2007 there were no material legal proceedings pending against the Company
      and to the knowledge of management, no federal, state or local governmental
      agency is presently contemplating any such proceedings against the Company
      or
      any of its affiliates.





No
      director, executive officer or affiliates of the Company or any owner of five
      percent (5%) or more of the Company’s common stock is an adverse party to any
      action against the Company or its affiliates or otherwise has a material
      interest adverse to the Company or any of its affiliates.





**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.**








**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)**
            
            **HQ
                Global Workplaces Virtual Office Program Service Agreement, dated
                December
                1, 2003 by and between the visionGATEWAY, Inc. and HQ Global Workplaces,
                Inc.****10.3(3)**
            
            **Buy/Sell
                Agreement, dated May 14, 2004, by and between visionGATEWAY, Inc.
                and
                AVNET, INC.****10.4(3)**
            
            **Letter
                Agreement regarding Management Services by and between visionGATEWAY,
                Inc.
                and Aspen Capital Partners Pty Ltd.****10.5(3)**
            
            **Letter
                Agreement regarding Agent and Consulting Arrangements by and between
                visionGATEWAY, Inc. and Aspen Capital Partners Pty
                Ltd.****10.6(3)**
            
            **Letter
                Agreement regarding Employment of Michael Emerson by and between
                visionGATEWAY, Inc., Michael Emerson and MICEL Pty
                Ltd.****10.7(3)**
            
            **Letter
                Agreement regarding Agent and Consulting Arrangements by and between
                visionGATEWAY, Inc. and MICEL Pty Ltd.****24.1**
            
            **Power
                of Attorney (see signature page)****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
      have furnished to the SEC three reports on Form 8-K during the quarter ended
      July 31, 2007.** **Two of these (one in May and one in July) related to the change in accountants,
      and the third (in May) related to the acquisition of Lagmore Limited of
      UK.**








**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. Emerson**Michael
                F. Emerson**
              **Chief
                Executive Officer**Date:September
                19,2007