================================================================================

                                  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 January 31, 2007

|_|   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          (I.R.S. Employer Identification No.)
     incorporation or organization)


    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 January 31, 2007 there were 43,126,393 shares of the registrant's
common stock outstanding.

      Transitional Small Business Disclosure Format. Yes |_|. No |X|.

 Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No

<PAGE>

                               VISIONGATEWAY, INC.

                                   FORM 10-QSB
                 FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2007



                                      INDEX

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                        PART I. FINANCIAL INFORMATION
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Item 1.  Financial Statements
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
         Condensed Consolidated Balance Sheet at January 31, 2007
         (unaudited)...............                                            3
--------------------------------------------------------------------------------
         Condensed Consolidated Statements of Operations (unaudited),......... 4
-------------------------------------------------------------------------------
         Condensed Consolidated Statements of Cash Flows (unaudited)...........6
-------------------------------------------------------------------------------
         Notes to Condensed Consolidated Financial Statements (unaudited)......7
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Item 2.  Management's Discussion and Analysis or Plan of Operations...........10
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Item 3.  Controls and Procedures..............................................24
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                           PART II. OTHER INFORMATION
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Item 1.  Legal Proceedings....................................................25
--------------------------------------------------------------------------------
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds..........25
--------------------------------------------------------------------------------
Item 3.  Defaults Upon Senior Securities......................................25
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Item 4.  Submission of Matters to a Vote of Security Holders..................25
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Item 5.  Other Information....................................................25
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Item 6.  Exhibits and Reports on Form 8-K.....................................26
--------------------------------------------------------------------------------

<PAGE>

                          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
January 31, 2007
Unaudited

<TABLE>
<CAPTION>
ASSETS
<S>                                                            <C>
Assets
   Current Assets
     Cash                                                      $        17,190
     Deposits                                                          125,040
     Loans to third parties                                             88,279
                                                               ---------------
          Total current assets                                         230,509
      Equipment & Property (net)                                        15,599
                                                               ---------------
Total Assets                                                   $       246,108
                                                               ===============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities:
  Current Liabilities:
  Accounts payable                                             $       344,166
  Deferred Management Salaries & Expenses                            1,154,353
  Accrued liabilities                                                  476,689
  Short Term Note Payable                                              496,467
  Related party payable                                              1,863,190
                                                               ---------------
Total Liabilities                                              $     4,334,865

Stockholders' Deficit:
  Preferred Stock - 10,000,000 shares authorized,
   $.10 par value per share, Nil outstanding                                 0
  Capital Stock - 75,000,000 shares authorized having a
   par value of $.004 per share; 43,126,393 shares issued
   and outstanding                                                     172,506
  Additional paid-in capital                                         2,167,127
  Deficit accumulated during the development stage                  -6,414,196
  Accumulated foreign currency translation adjustment                  -14,194
                                                               ---------------
Total Stockholders' Deficit                                         -4,088,757
                                                               ---------------
Total Liabilities and Stockholders' Deficit                    $       246,108
                                                               ===============
</TABLE>

                                       3
<PAGE>

<TABLE>
<CAPTION>
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 January 31, 2007 & 2006

                                                          3 mths ended      3 mths ended
                                                            January 31        January 31
                                                                  2007              2006
                                                             Unaudited         Unaudited
                                                       ---------------   ---------------
<S>                                                    <C>               <C>
Revenues                                               $             0   $             0

Research & development                                          87,795            45,200
General & administrative expenses                              335,509           109,191
                                                       ---------------   ---------------

Operating loss                                                -423,304          -154,391

                                                       ---------------   ---------------
Net Loss Before Income Taxes                                  -423,304          -154,391

Current Year Provision for Income Taxes                              0                 0
                                                       ---------------   ---------------

Net Loss                                                     -$423,304         -$154,391
                                                       ===============   ===============
Other Comprehensive Income
   Unrealized gain(loss) on foreign
     Currency translation (net of tax)                           1,442            -1,137
                                                       ---------------   ---------------
                                                              -421,862          -155,528
                                                       ===============   ===============
Loss Per Share - basic and diluted                              -$0.01            -$0.01
                                                       ===============   ===============


Weighted Average Shares Outstanding                         43,126,393        42,343,218
                                                       ===============   ===============

</TABLE>

                                       4
<PAGE>




visionGATEWAY, Inc.
Including the accounts of its wholly owned subsidiaries
 [A Development Stage Company]
Condensed Consolidated Statements of Operations
For the Nine Month Periods Ended January 31, 2007 & 2006, and for the
Period from Reactivation [November 30, 2001] through January 31, 2007
<TABLE>
<CAPTION>
                                                    9 mths ended      9 mths ended      Reactivation
                                                      January 31        January 31           through
                                                            2007              2006   January 31, 2007
                                                       Unaudited         Unaudited         Unaudited
                                                 ---------------   ---------------   ---------------
<S>                                              <C>               <C>               <C>
Revenues                                         $         1,950   $             0   $        55,356

Research & development                                   253,363           172,203         1,197,053
General & administrative expenses                      1,233,866           481,661         5,272,499
                                                 ---------------   ---------------   ---------------

Operating loss                                        -1,485,279          -653,864        -6,414,196

                                                 ---------------   ---------------   ---------------
Net Loss Before Income Taxes                          -1,485,279          -653,864        -6,414,196

Current Year Provision for Income Taxes                        0                 0                 0
                                                 ---------------   ---------------   ---------------

Net Loss                                             -$1,485,279         -$653,864       -$6,414,196
                                                 ===============   ===============   ===============
Other Comprehensive Income
   Unrealized gain(loss) on foreign
     Currency translation (net of tax)                    -5,679               324           -14,194
                                                 ---------------   ---------------   ---------------
                                                      -1,490,958          -653,540        -6,428,390
                                                 ===============   ===============   ===============
Loss Per Share - basic and diluted                        -$0.03            -$0.02            -$0.17
                                                 ===============   ===============   ===============


Weighted Average Shares Outstanding                   43,083,027        42,322,747        37,085,404
                                                 ===============   ===============   ===============

</TABLE>

                                       5
<PAGE>

visionGATEWAY, Inc.
[A Development Stage Company]
Condensed Consolidated Statements of Cash Flows
For the nine months Ended January 31, 2007 & 2006, and for the Period from
Reactivation [November 30, 2001] through January 31, 2007

<TABLE>
<CAPTION>
                                                                 9 Months           9 Months         Reactivation
                                                                   Ended              Ended             through
                                                              January 31, 2007   January 31, 2006   January 31, 2007
                                                                 Unaudited          Unaudited          Unaudited
                                                              ----------------   ----------------   ----------------
<S>                                                           <C>                <C>                <C>

Cash Flows from Operating Activities
Net Loss                                                           -$1,485,279          -$653,864         -6,414,196
Adjustments to reconcile net income to net cash provided by
operating activities:
     Depreciation and amortization                                       9,239              8,019             59,050
     Stock issued for services                                          92,500             26,600            862,074
     Stock based compensation                                          373,750             10,000            512,350
     Change in current assets                                         -213,320              4,261           -213,320
     Increase in current liabilities                                   489,411            293,311          2,216,487
                                                              ----------------   ----------------   ----------------
Net Cash Used for Operating Activities                                 733,699            311,673          2,977,555

Cash Flows from Investing Activities
    Purchase of property                                               -11,104                  0            -72,680

Cash Flows from Financing Activities
    Proceeds from borrowing                                            764,260            319,148          2,361,463
    Additional paid in Capital                                               0                  0            720,156
                                                              ----------------   ----------------   ----------------
Net Cash Provided by Financing Activities                              764,260            319,148          3,081,619


    Effect Of Exchange Rate on cash and cash Equivalents                -5,679                323            -14,194

Net Increase/(Decrease) in Cash                                         13,778              7,798             17,190

Beginning Cash Balance                                                   3,412                143                  0
                                                              ----------------   ----------------   ----------------

Ending Cash Balance                                                     17,190              7,941             17,190
                                                              ================   ================   ================

Supplemental Disclosure of Cash Flow Information:
  Cash paid during the period for interest                               7,269              9,562             32,712
  Cash paid during the period for income taxes                               0                  0                  0

Supplemental Disclosure of Non-Cash Financing Activities:
 Stock issued to relinquish debt                                             0                  0            244,486

</TABLE>

                                       6
<PAGE>


                               visionGATEWAY, Inc.
                          [A Development Stage Company]
        Notes to Condensed Consolidated Financial Statements (unaudited)
                                January 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 January 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 nine months ended
      January  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,
      2006 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 and nine months ended  January 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 and nine months ended  January 31, 2007 and the unvested  portion of
      previous stock option grants which vested during the three and nine months
      ended January 31, 2007. The amount recognized in the financial  statements
      related to  stock-based  compensation  was  $123,250  and $373,750 for the
      three and nine months ended January 31, 2007, respectively.


      Prior to the first quarter of fiscal year 2007, the Company  accounted for
      its stock-based employee compensation  arrangements in accordance with the
      provisions  and related  interpretations  of Accounting  Principles  Board
      Opinion  No.  25,   "Accounting   for  Stock  Issued  to  Employees."  Had
      compensation cost for stock-based  compensation been determined consistent
      with  SFAS No.  123R,  the net loss and net loss per  share  for the three
      months ended  January 31, 2006 would have been  adjusted to the  following
      pro forma amounts:

                                       7
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------- ------------------------ -------------------------
                                                      Three Months              Nine Months
                                                 Ended January 31, 2006   Ended January 31, 2006
----------------------------------------------- ------------------------ -------------------------
<S>                                                    <C>                      <C>
Net loss, as reported                                  $(154,391)               $(653,864)

Compensation cost under fair value- based               (123,250)                (369,750)
                                                        ---------                ---------
accounting method, net of tax

Net loss, pro forma                                     (277,641)               (1,023,614)

Net loss per common share - Basis and Diluted
         As reported                                     $(0.01)                  $(0.02)
         Pro forma                                       $(0.01)                  $(0.02)
----------------------------------------------- ------------------------ -------------------------
Weighted average shares                                42,343,218               42,322,747
----------------------------------------------- ------------------------ -------------------------

</TABLE>

      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 and nine months ended  January 31, 2006
      using the Black-Scholes option-pricing model:

                                                     2006
                 Expected life (years)                10
                 Interest 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 January 31, 2007 amounting to
      $6,414,196 has minimal assets, and has a net working capital deficiency at
      January 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.

                                       8
<PAGE>

      Fund  raising is  underway  through  Aspen  Capital  Partners  Limited the
      Company's major shareholder in Australia.  A major fund raising is nearing
      completion with investment banking groups in Australia.


NOTE 3 ACQUISITIONS

      As per the  Company's  8K filings  during  prior  periods  the Company has
      signed Heads of Terms agreements in relation to the acquisition of :

      -     eBanx (UK) Limited
      -     Centile Limited
      -     Saturn IQ plc

      As part of the terms of the agreement with eBanx, visionGATEWAY had to pay
      an  initial  deposit of  GBP65,000  (USD125,040)  representing  10% of the
      agreed  purchase  price.  The company is completing due diligence and such
      expenses  have  been  included  in the  accounts.  When due  diligence  is
      completed, the Company will move to completion of a Purchase Agreement.

      As part of the terms of the arrangement with Centile, visionGATEWAY agreed
      to a short  term loan to  Centile of euro  60,000  (USD79,339).  This is a
      short  term  loan  repayable  within  12  months.  Currently  the  Centile
      acquisition is still undergoing due diligence.

      The Saturn IQ acquisition is also  undergoing due diligence and a purchase
      agreement is now expected to be completed before mid April 2007.

NOTE 4 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.

NOTE 5 PRIOR PERIOD ADJUSTMENTS

      During the review of accounts for fiscal year 2006,  the Company  realized
      that the shares  granted  to a  non-executive  Director  for the first and
      second  quarters of fiscal year 2006 had not been  accounted  for in those
      quarters.  However,  they were reflected in the Company's 10KSB filing and
      are now shown separately for the nine months to end January 2006 quarter.

      The company adjusted the appropriate  expense account and "additional paid
      in capital" for the July 2006 and October 2006 quarters accordingly.

      The  amended  Accounts  for the nine  months to  January  31,  2006 are as
      follows :

Account                                        As originally stated    Restated
--------------------------------------------   --------------------   ---------
Directors Expense/General and Administrative            NIL            $ 36,600
Net Loss for nine months                             -$617,264        -$653,864

                                       9
<PAGE>


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.

The company provides an extensible platform of software components to power the
`Next Generation Network' (NGN). These components currently include:

  *       Internet Resource Management & Control
  *       Secure Mail & Secure Data Sharing
  *       Voice over IP

The visionGATEWAY NGN platform allows Carriers and other Service Providers to
offer their enterprise, small-business and residential customers
revenue-generating products from Triple Play and beyond.

visionGATEWAY intends to be the first one-stop shop for software required to
build a Next Generation Network (NGN)* and beyond.

       *An NGN is the natural progression of the Internet from a simple
       file-sharing system to a means of delivering Triple Play (broadband,
       voice and media) applications. No other company yet offers a complete and
       comprehensive set of applications needed to build an NGN and also offers
       a set of value-added NGN applications to enterprise, business and
       residential customers.

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 Next Generation Network software. They
include:

      -     integrated encryption and digital rights management system

                                       10
<PAGE>

      -     advanced  TV  Application  Manager  for IPTV and  hybrid  digital TV
            solutions

visionGATEWAY is continuing the building of a Global Distribution Network using
its proprietary business model to grow sales through strategic partnerships -
these include the Avnet Partner Solutions distributorships for United Kingdom,
North America, and Australia/New Zealand, as well as joint solution distribution
partnerships with Saturn IQ and NetIntelligence in the UK, Patriot Techcorp in
the USA, and Centile in UK/France.

visionGATEWAY (through its Australian subsidiaries) has been operating for a
total of six years, commencing in 2000. The Company's first product
("INTERScepter(TM)") is an Internet Resource Management & Security solution. It
is an underlying "platform" to manage and control all IP usage. The initial
INTERScepter versions have focused on 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. 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.


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.

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, while maintaining
security and privacy. Based on the Company's preliminary investigations of
market demand for this type of product, it believed that moving forward with the
INTERScepter (TM) project was more than justified.


visionGATEWAY's product innovation for its INTERScepter solution continued with
the release of the Linux platform version in late 2004, and in December 2005
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.

Designed 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. INTERScepter@Home is engineered using the NG
platform that has been developed by the R&D team as the foundation for all
future INTERScepter product variations. It is further facilitated by not only
providing a single system solution, but also providing a "solution on a chip" to
be OEM'd with communications systems manufacturers and communications bandwidth
suppliers, particularly the ISP market. Discussions with systems manufacturers
have commenced in all regions.

New synergistic products from 3rd parties are regularly being evaluated and
existing contracts have been established with the following for distribution in
our regional markets:

      o     Saturn IQ - safe and secure email and document storage services
            available online and from your desktop using software and encryption
            components

                                       11
<PAGE>

      o     NetIntelligence - Internet Security products that provide
            comprehensive protection from the threats that the use of the
            internet and email can bring for both the home and business.
      o     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.
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
2006, as a result of market feedback, the company sought to complete version 3
of the INTERScepter product with a focus on :

      o     Improving technical capabilities by using Linux as the core
            operating system platform
      o     Enhancing scalability by providing a solution for the Home market
      o     Improving installation flexibility by building a single system
            "appliance" version

The first two elements were completed during FY 2006, while the third was
completed early 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.

                                       12
<PAGE>

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 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 (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.

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 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

                                       13
<PAGE>

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 version 3
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 $570,000. 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

                                       14
<PAGE>

As of January 31, 2007, 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.
These numbers have begun increasing since April 30, 2006 after the slowdown last
year as the company restructured its business strategies. During 2007 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 January quarter saw the company continue the execution of its updated
business strategy in anticipation of new funding being finalized by early 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, increased travel relating to the proposed acquisitions, and
expenses associated with the funding and M&A activities that are underway. We
also began increasing staffing levels 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 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

                                       15
<PAGE>

Synopsis of Business Strategy and Status

visionGATEWAY, Inc. (VGWA) 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 :

      >>    The company has released the new "appliance" version of INTERScepter
            for enterprise and SMB markets;
      >>    The company has released the new "solution on a chip" box version of
            INTERScepter for Home and SOHO (Small Office Home Office) markets -
            OEM arrangements are under negotiation;
      >>    The company is gaining clients and sales plus new products/services
            through acquisitions;
      >>    The company has added additional synergistic products in secure mail
            and secure data sharing, internet security, encryption technologies
            and VoIP;
      >>    The company has expanded market coverage to UK and South Africa as
            part of our Global Distribution Network;
      >>    the Saturn IQ acquisition in 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
            (pound)500,000 over the first six months after completion of the
            acquisition;
      >>    The company has commenced our strategic move into China, and
            particularly the VoIP market there.

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:

      |_|   Building distribution and reseller networks and validating product
            acceptance in USA, UK, Australia and New Zealand;
      |_|   Finding and evaluating synergistic 3rd party products to bring to
            the distribution mix;
      |_|   Development of INTERScepter version 2 with significant enhancements
            in functionality and a new underlying platform in Linux for the
            iGateway component of the product; and
      |_|   Development of INTERScepter version 3 to address the Home and SOHO
            markets.
      |_|   Development of INTERScepter version 3 single box "appliance"
            capability.

Since early 2006, 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
to drive sales in global markets with a key focus on the U.S. 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 January 2007, with a cutback in activities,
visionGATEWAY has been able to acquire investment and loan funds for working
capital of approximately US$750,000 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, M&A
and investor efforts in U.S., UK and Australia/New Zealand.

                                       16
<PAGE>

Early 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. Any
sale of common  shares to Cornell  would be based on a 3% discount to the lowest
daily  volume  weighted  average  price for the five  trading  days  immediately
following the advance notice date. 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 the SEDA  facility  is yet to 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.  The company
is seeking current round financing of up to US$10m to meet the key  requirements
of driving  sales,  particularly  through  the latest  "appliance"  version 3 of
INTERScepter,  through our strategic  partnerships in the USA, UK, Europe, South
Africa, Asia and Australia/New  Zealand, as well as providing additional working
capital for specific revenue related development projects, and to facilitate the
completion of the acquisitions that are currently underway.


Target Acquisitions

The Company believes these  prospective  transactions will add real value to the
Company  in the future and that they  create  the clear  emerging  leader in our
sector. As a combined  company,  the Company 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.

This combination  promises to provide strategic  advantages that are unavailable
to the  individual  companies  on a  standalone  basis.  The  combination  would
directly  benefit  the  Company's  customers  through the  strengthening  of its
customer support organizations and its ability to tailor new products to service
all segments of the Company's rapidly growing market segments.  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 will continue to be headquartered in the United States.  It
will also have a significant R&D presence in Australia, as well as other centers
depending on the acquired  companies - most likely Europe.  The combined company
would also have sales and support offices in USA, Australia, and Europe.

                                       17
<PAGE>

Saturn IQ Acquisition

In  July,  2006,  visionGATEWAY  announced  the  signing  of a Heads of Terms to
acquire Saturn IQ and its innovative  super fast encryption and media protection
technology.  The transaction will, for the first time, bring together management
of internet  resources,  delivery of media,  messages and VoIP and  cutting-edge
protection  technologies  in a unique  combined  offering  to the  global IT and
Telecom markets.  The acquisition adds both  revenue-generating  customers and a
specialized security component to visionGATEWAY's expanding product suite.

The acquisition is expected to be completed  during April 2007, after which time
Saturn IQ will become a wholly owned subsidiary of visionGATEWAY.

The  acquisition  of Saturn IQ provides  VGWA with an  established  secure email
product, IQ Confidential, which has generated revenues in the UK and is creating
significant  interest in the US. The technology will complement  VGWA's existing
offering of internet  resource  management  products  and enhance the  Company's
offering to VoIP customers.

In addition to IQ  Confidential,  Saturn IQ has  developed a totally new modular
concept  in  protection  technology  comprising  unique  integrated  encryption,
digital rights management, and digital fingerprint technology. Saturn IQ's super
fast encryption has demonstrated  high strength  streaming  protection above 200
Mb/s on standard PCs and has immediate applications in the music, digital cinema
film, video, and games distribution sectors.

Digital property  security is a hot topic at the moment,  as the authorities are
filing  more and more legal  charges  against  copyright  pirates,  peer to peer
networks  and users.  Unwarranted,  unauthorised  and swiftly  growing  snooping
activities are alarming email customers and collaborative workers. visionGATEWAY
now has an opportunity  to be suppliers of a critical  element in the protection
of both privacy and copyright on the Internet.

With the  acquisition  of Saturn  IQ,  visionGATEWAY  will  swiftly  expand  all
customer  facing  operations  globally as the Company  combines  sales teams and
distribution  networks.  Following the  acquisition,  the  companies  would also
realize  significant  cost savings by  integrating  their R&D teams  together in
visionGATEWAY's  R&D  Centre  in  Australia.  Saturn  IQ will  also  be  renamed
visionGATEWAY  plc, a UK company,  and become the  Company's  key location  from
which to launch its new sales initiatives into the entire EMEA region.

Focus on VoIP as a Market Driver

In the  first  half  of  2006,  visionGATEWAY  announced  a  number  of  special
initiatives in the VoIP marketplace including an initial distribution  agreement
with one of the most innovative VoIP software  providers in France.  Discussions
are underway to extend  these  arrangements  and product  bundling to other VoIP
software providers in the near future.

These arrangements further strengthens  visionGATEWAY's  position in the growing
VoIP Solutions  marketplace and delivers VoIP Solutions through  visionGATEWAY's
distribution channels in USA, UK, Australia/NZ,  China and elsewhere in Asia. It
also extends the partnership  visionGATEWAY already has to deliver a Secure VoIP
solution  to the market  through  the  integrated  bundling  of  visionGATEWAY's
INTERScepter VoIP Module with VoIP Application Servers.

The VoIP software products enable  Telecommunication  Operators (GSM, Wireless),
Media  Companies  and  Service  Providers  to be at the  forefront  of VoIP  and
multimedia communications, whilst endowing enterprises and residential end users
with top quality IP solutions.

The introduction of the Secure VoIP Module in conjunction with  visionGATEWAY is
already creating  significant  interest in the  marketplace.  Until now the VoIP
market has been lacking a VoIP Application  server with inherent  security built
in that can monitor SIP sessions as well as dynamically  control open ports on a
local  network.  The  combination  of the VoIP APP server with the  INTERScepter
security module resolves these issues. This will provide  visionGATEWAY and VoIP
software  vendors a significant  competitive  advantage for  increasing  revenue
potential in this rapidly growing market.

                                       18
<PAGE>

visionGATEWAY   sees  that  Internet  Resource   Management  and  Security,   in
conjunction with applications  such as VoIP, are quickly becoming  recognised as
top priorities of many organizations.  visionGATEWAY's INTERScepter(TM) solution
is designed to alleviate the escalating  problems  associated with VoIP security
in  business,  education  and  government  marketplaces.  This  product  will be
available as an enterprise  business as well as a carrier solution that helps to
protect  internal  company   networks  from  outside   security   threats.   The
INTERScepter(TM)  solution  empowers  IT and  Telecom  managers  to  effectively
control,  schedule and monitor  their VoIP  Application  sessions.  The security
aspects of the INTERScepter solution provide expanded benefits to the management
of VoIP  technologies  within an enterprise as well as at the core of a network.
This product,  in conjunction  with VoIP software  vendors,  will provide a very
cost-effective solution for secure VoIP applications to vertical market segments
through ISP's and Telcos as well as distribution channels.

China VoIP Acquisition

Below is an update on the Company's latest  initiative that involves a strategic
move into the Chinese VoIP market.

During  2006,  VGWA  announced  the  signing of a Heads of Terms with eBanx (UK)
Limited  relating to the acquisition of the business of eBanx by  visionGATEWAY,
Inc. In order to meet its  strategic  growth  opportunities  in the VoIP market,
specifically in China,  visionGATEWAY  is finalising  contractual  agreements to
complete  the  acquisition  of eBanx,  whereby  eBanx will become a wholly owned
subsidiary of visionGATEWAY, Inc.

eBanx  (UK)  Limited  is a  Scottish  company  that was set up over 4 years  ago
specifically to hold a 49% share in Beijing Huaying,  a Chinese company that was
issued the first VoIP  license in Beijing.  Beijing  Huaying now also owns other
VoIP licenses and has the rights to resell China Telecom, China Unicom and China
Netcom  services.  It also  has  the  right  to  develop/acquire  its  own  VoIP
technology  and sell that in the  Beijing  area.  Beijing  Huaying has also been
approved  for  a   China-wide   national   VoIP   license   subject  to  further
capitalization.

China is, of course, the world's biggest telephone and telecoms market with over
400 million  mobile users - more than the USA,  Europe and Australia  combined -
and a rapidly growing  high-speed  fiber-to-the-building  Internet.  This recent
agreement to purchase 49% of Beijing Huaying simultaneously gives VGWA access to
the huge potential of the Chinese telecoms market as well as a base inside China
through  which it can sell and  distribute  existing  and  future  visionGATEWAY
products. Translation of all visionGATEWAY products into Chinese has begun.

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 a single box "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) product provides the underlying Internet Resource
Management platform on which other modules can be added.

INTERScepter@Home and for SOHO markets

                                       19
<PAGE>

      -     Single box solution and "Solution on a Chip" for routers/modems

      -     Home Worker uplink to head office enterprise version

      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;

      |_|   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 (TM) VoIP 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

      >>    Secure VoIP
      >>    iNTERNET TRACKER - INTERScepter plus Billing Solution for Higher
            Education market
      >>    Teleport Vision - Internet based security camera control solution

The technology of INTERScepter enables visionGATEWAY to build and leverage a
number of strategic technology alliances. These can be categorized as follows :

|_|   Core components
      |X|   Linux operating system
      |X|   Database systems - MS, IBM, Oracle, etc
      |X|   Client workstations - MS, Linux/Novell, Apple
      |X|   User Authentication - MS, Novell, etc

|_|   Hardware/Networking
      |X|   Server Appliances - IBM, Intel, HP, Tyan
      |X|   Wi-Fi - various technology and solution providers

|_|   Specialist devices
      |X|   IP based video conferencing
      |X|   IP based Security cameras
      |X|   Voice Over IP (VOIP)

|_|   Specialist software plug-ins
      |X|   Filters
      |X|   Whole of network bandwidth management
      |X|   Spam management
      |X|   E-mail content checking
      |X|   IM content checking

|_|   Telcos and ISP's - differentiate data lines with management tool

New Solutions - INTERScepter@Home - Overview

Designed to be  embedded  onto  ADSL/Cable  Modems and  Wired/Wireless  routers,
INTERScepter@Home  is a version of  INTERScepter  specifically  targeted  to the
home, home office and small business market segments. INTERScepter@Home 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.

                                       20
<PAGE>

A number of brand name Wireless Routers have 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.
Access Policies determine what a computer can access. These are based on port
numbers and time based restrictions. Access Policies also include the ability to
allocate a usage quota to the device or individual computers.
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.

Product Variations

<TABLE>
<CAPTION>

<S>                                   <C>
------------------------------------- ------------------------------------------------------------------------------------
   INTERScepter@Home                     Basic hardware device with internal control and statistical information.
------------------------------------- ------------------------------------------------------------------------------------
                                         INTERScepter@Home  Plus is an external  application  that  captures data from a
   INTERScepter@Home Plus                INTERScepter@Home   enabled   device  and  provides  more  detailed  long  term
                                         logging.  The application is installed on a Microsoft  Windows  computer on the
                                         internal network to which extended  logging  information is dumped and reported
                                         on. The Plus  application  is to be sold as an add-on through retail outlets or
                                         by direct download from  visiongateway.net  web site. Suitable for environments
                                         where  the  users  require  more  detailed  logging  information  and  have the
                                         resources and knowledge to install and configure.
------------------------------------- ------------------------------------------------------------------------------------
   INTERScepter@Home ISP                 This  variation   offers  a  "Value  Added  Service"  to  an  Internet  Service
                                         Provider.  As  customers  sign on for an  ADSL/Cable  service they are supplied
                                         with an  INTERScepter@Home  configured  device which is configured to log usage
                                         information  to a central  database  managed  by the ISP.  This  service  maybe
                                         charged by the ISP to the  customer as an  additional  charge.  The customer is
                                         then able to report upon their  internet  usage via a  management  interface on
                                         the ISPs web  site.  This  variation  is an  extension  of the  +Pack  solution
                                         suitable  for  environments  where  the users  require  more  detailed  logging
                                         information  but do not have the resources  and knowledge to manage  internally
                                         as in the Plus model.
------------------------------------- ------------------------------------------------------------------------------------
</TABLE>

Key Points
Using INTERScepter@Home provides the information required to verify ISP usages
charges.
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.
INTERScepter@Home is available on ADSL/Cable modems for new broadband users and
on Wired/Wireless routers for existing broadband users.
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.


New Solutions - INTERScepter v3 Appliance

visionGATEWAY announced the release of the new "Appliance" version of its core
"INTERScepter(TM)" product for Enterprise and Small Medium Business markets in
November.

                                       21
<PAGE>

The company is launching a special sales drive with the latest "appliance"
version 3 of INTERScepter, through our strategic partnerships in the USA, UK,
Europe, South Africa, Asia and Australia/New Zealand. 50 appliances are under
order to meet demand over the next few months. This latest INTERScepter
"appliance" version has already been implemented at visionGATEWAY's long term
clients in Australia. One of these in the Higher Education sector has their IT
systems managed by Unisys who have provided accreditation for the new version.
Other installations are being arranged for new client sites in UK and USA.
visionGATEWAY has made arrangements with hardware vendors and distributors for
the immediate provision of "appliance" servers for the new INTERScepter version
to meet the opportunities in our global sales regions that are starting in
March/April.

INTERScepter Version 3.0 - Key Elements

The third iteration of the INTERScepter product was designed to not only address
specific improvements from the previous release, but the product also provides
greater scalability over a wide range of usage scenarios - from installations
with less than 5 workstations up to large corporate or educational institutions
with tens of thousands of workstations.

The key design achievements for INTERScepter 3.0 are:
      o     INTERScepter  and all  related  products  are to be  distributed  as
            `appliance' solutions;
      o     INTERScepter 3.0 has a scaled down variation that can run on devices
            such as small wireless routers for the @Home product;
      o     All   applications   run  as  an  `all  in  one'  solution  with  no
            dependencies  on third party  software  products.  This  reduces the
            overall cost of the application to clients.  INTERScepter provides a
            built in database server and the web based  management  interface is
            provided by the HTTP server built in to the  application  framework.
            Support for external databases can be provided as additional modules
            supporting the most common  enterprise  level database servers (such
            as DB2,  Microsoft SQL Server and Oracle).  The built in database is
            capable of  providing  historical  storage of a period of years even
            for sites with thousands of workstations;
      o     The networking  model has been  completely  redesigned so that there
            are no longer any external network configuration changes required to
            operate the device -  installation  is as simple as  assigning an IP
            address  to the  management  port and  plugging  the  cables in. The
            device is simply  plugged  in on the  internal  network  side of the
            firewall.  The device  which runs  Version 3.0  includes a redundant
            network  connection  that  can be  immediately  switched  to a `pass
            through'  mode  to  disable  the  operation  of  INTERScepter.  This
            operation happens  automatically in the case of software or hardware
            failure;
      o     Updates to the system are automatic.

In addition to the changes in the platform that INTERScepter runs on there are a
number of improvements made to the application itself. These are:
      o     The management  interface provides finer grained security and a more
            intuitive  interface.  This  allows  delegation  of  authority  from
            section managers down to line managers ensuring that each person can
            only  access  the  data  they  need to  access  without  endangering
            privacy.
      o     INTERScepter 3.0 provides a protocol analyser  framework that allows
            additional  information in the contents of the protocol (for example
            VoIP SIP) to be extracted and used as a basis of filtering or in the
            contents of  reports.  The most  obvious  use for this is  providing
            caller ID functionality for VOIP traffic.  In addition to seeing how
            much data was transferred during a call the VOIP protocol,  analyser
            also shows both the called and calling  party,  the  duration of the
            call  and  the  VOIP  provider  used to  facilitate  the  call.  The
            INTERScepter  VoIP Module is also  available  separately  and can be
            integrated with VoIP Application servers.
      o     The INTERScepter  application exports functionality through a secure
            remote  procedure  call  interface  that  can be  invoked  from  any
            commonly  used  programming   language.  As  well  as  allowing  the
            development of in house integration modules this also simplifies the
            process of  building  adaptors  to allow  INTERScepter  to work with
            existing complementary applications already in the marketplace (such
            as financial applications and content filters).

Distribution, Marketing & Sales

      *     Current Situation

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<PAGE>

INTERScepter is currently installed in 35 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.

In addition the  arrangements  to add new 3rd 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:

      o     industry  specialization  -  the  Company  will  bring  in  industry
            specialists  to  drive  sales  and  market   opportunities  for  its
            solutions in specific target sectors
      o     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.

            *     Avnet Partner Solutions and visionGATEWAY

VGWA appointed Avnet Partner Solutions 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) will be 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.

            *     Specific Sales Potential Overview - UK

The team of APS and VGWA has reviewed the potential opportunities,  both against
market potential and against the performance of channel partners. It is believed
that some of the best initial market focus is in the following sectors :

>>    Higher Education - a traditional  market for INTERScepter with significant
      benefits.  It should be noted that while the  opportunities in this sector
      are large, there is often long lead times.
>>    Financial Services - this sector has major needs to resolve issues related
      to compliance and productivity that involve internet usage.
>>    Technology - employees  in this  industry  segment are very high  internet
      users and productivity is adversely affected as a result. This industry is
      also moving towards  establishing a larger  percentage of home workers who
      need to be monitored and controlled to ensure performance levels are being
      met.
>>    SMB - the small  business  market sector is in need of business  solutions
      that can have an immediate impact on improving their bottom line. They are
      usually low on internal  technical  resources to  establish  these type of
      solutions and as a result provide a significant opportunity to channels.
>>    Local  Government  -  productivity  and risk  management  are key  issues,
      however sales lead times can be lengthy.

In conjunction with APS,  visionGATEWAY  has agreed targets for these particular
initial partners to achieve over the next 18 months.  These initial targets have
been validated  against a 30 million work station potential market and represent
less  than 1% of that  market.  In  addition,  APS  sees a  large  potential  to
incorporate the new  INTERScepter  Home/SOHO  product for the "Home Worker" as a
key  part  of the  solution  for  corporates  in  the  UK,  particularly  in the
Technology sector.

                                       23
<PAGE>

            *     OEM Business Opportunity

visionGATEWAY has also been introduced to other distributors who are responsible
for systems  and  component  sales,  and who  establish  OEM  arrangements  with
technology  manufacturers  for the  distributors  to sell  through  its  channel
partners in the UK and Australia, as well as through large technology retailers.
The objective here is to establish an OEM arrangement for the INTERScepter  Home
product on  appropriate  communications  equipment  with the large  vendors they
already have  relationships  with.  They will also  facilitate the  preparation,
servicing  and sale of a "single  box  appliance"  version  of the  INTERScepter
solution  for the SMB market.  These  discussions  are  continuing.  As they are
finalized,  at that  time some  estimates  of future  sales  potential  of these
product variations will be made.


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.

                                       24
<PAGE>

                           Part II--OTHER INFORMATION


Item 1. Legal Proceedings

At January 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.

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<PAGE>


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 no reports on Form 8-K during the quarter ended
January 31, 2007.

                                       26
<PAGE>




                                    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: March 22, 2007


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