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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   -----------

                                   FORM 10-KSB

|X|   Annual Report pursuant to Section 13 or 15(d) of the Securities and
      Exchange Act of 1934 for the Fiscal Year Ended April 30, 2006; OR

|_|   Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 934 for the Transition Period From _________ to _________

                         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
     incorporation or organization)                       Identification No.)

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

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

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of the Company's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.
Yes |_| No |X|

The Company's revenues for its most recent fiscal year: $0

The aggregate market value of the common stock of the Company held by
non-affiliates of the Company on April 30, 2006 was $7,859,252.

The number of shares outstanding of the Company's common stock, as of April 30,
2006, was 42,963,753. Transitional Small Business Disclosure Format. Yes |_| No
|X|

<PAGE>

EXPLANATORY NOTE

This Form 10-KSB is complete and includes the Audited Financial Statements of
the Registrant.

                               VISIONGATEWAY, INC.

                                   FORM 10-KSB
                   FOR THE FINANCIAL YEAR ENDED APRIL 30, 2006
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Part I

<S>          <C>                                                                                                      <C>
Item 1.      Description of Business                                                                                   4
Item 2.      Description of Property                                                                                   8
Item 3.      Legal Proceedings                                                                                         9
Item 4.      Submission of Matters to a Vote of Security Holders                                                       9

Part II

Item 5.      Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity
             Securities                                                                                                9
Item 6.      Management's Discussion and Analysis or Plan of Operation                                                10
Item 7.      Financial Statements                                                                                     17
Item 8.      Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                     17
Item 8A.     Controls and Procedures                                                                                  18

Part III

Item 9.      Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the
             Exchange Act                                                                                             18
Item 10.     Executive Compensation                                                                                   20
Item 11.     Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters           21
Item 12.     Certain Relationships and Related Transactions                                                           22
Item 13.     Exhibits and Reports on Form 8-K                                                                         24
Item 14.     Principal Accounting Fees and Services                                                                   25
</TABLE>


                                     Page 2
<PAGE>

Forward-Looking Statements

Statements made in this Form 10-KSB, 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.


                                     Page 3
<PAGE>

Part I

Item 1 Description of Business

Background

visionGATEWAY, Inc. (the "Company") is a corporation organized in 1970 under the
laws of Nevada, and until March 2004 was known as Chiropractic 21 International,
Inc. ("Chiropractic"). Chiropractic was an inactive public corporation for a
number of years until March 4, 2004 when it acquired visionGATEWAY, Inc.,
("Vision Nv") a corporation organized on September 13, 1999, also under the laws
of Nevada. Upon its acquisition of Vision Nv, all of the operations and business
of the Company consisted of Vision Nv's business which the Company now operates
through Vision Nv.

Vision Nv is the primary holding company for the software business now being
conducted and described below. Vision Nv has two wholly owned subsidiaries,
visionGATEWAY Pty Ltd an Australian corporation organized to distribute and
market the products of Vision Nv and Software Innovisions Pty Ltd, also an
Australian corporation, which was engaged in the development of business
software and the developer of the INTERScepter (TM) Internet Resource Management
("IRM") software described below. These subsidiaries were acquired during the
first half of 2002.

The information given below is presented as the business and operations of the
Company as consolidated with Vision Nv and referred to as visionGATEWAY.

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:

o     Internet Resource Management & Control
o     Secure Mail & Secure Data Sharing
o     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
-     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.


                                     Page 4
<PAGE>

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     Centile - a leading Global Application Feature VoIP software vendor.
            Their key product, the Centile IntraSwitch, enables
            Telecommunication Operators, 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
            communication solutions. The INTERScepter VoIP Module will be
            bundled with Centile's product to provide the first "secure" VoIP
            solution for the market.
      o     Saturn IQ - safe and secure email and document storage services
            available online and from your desktop using software and encryption
            components
      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.


                                     Page 5
<PAGE>

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.

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.


                                     Page 6
<PAGE>

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

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.


                                     Page 7
<PAGE>

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

As of April 30, 2006, the total number of employees of the Company is eight (8)
full-time employees of which seven (7) 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 decreased over the year to April 30, 2006 from the level of the
previous year as the company restructured its business strategies. Over the
remainder of 2006 and early 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.

Item 2 Description of Property

All office space in the Company's offices in the U.S. and Australia is leased.
Each area has the ability for expansion of space required as the Company grows.
The Company closed its Sydney, Australia office mid 2005 and its Los Angeles
office in January 2006.


                                     Page 8
<PAGE>

visionGATEWAY's Australian office is:         The U.S. office is as follows:


Brisbane Office:                              San Diego Office:
Level 1                                       12707 High Bluff Drive
132 Racecourse Road                           Suite 200
Ascot, Queensland 4007                        San Diego, California 92130

Item 3 Legal Proceedings

There are 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 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 4 Submission of Matters to a Vote of Securities Holders

No matters were submitted to a vote of security holders during the year ended
April 30, 2006.

Part II

Item 5 Market for Common Equity, Related Stockholder Matters and Small Business
Issuer Purchases of Equity Securities

The Company's common stock is traded on the OTC Bulletin Board under the symbol
"VGWA." Trading only commenced in 2004 for the combined entity of visionGATEWAY
and Chiropractic 21 and, therefore, has been limited. Much of the stock was
restricted during the first two years after the change to visionGATEWAY. As a
result there is no meaningful history of transactions to date.

Price Range of Common Stock

                                                      High          Low
Fiscal 2006
-----------
First Quarter                                        $  1.45       $0.85
Second Quarter                                          0.85        0.30
Third Quarter                                           0.79        0.21
Fourth Quarter                                          0.60        0.52

Fiscal 2005
-----------
First Quarter                                        $  3.75       $2.75
Second Quarter                                          3.15        1.50
Third Quarter                                           3.00        1.20
Fourth Quarter                                          1.25        1.05


                                     Page 9
<PAGE>

The number of record holders of the Company's common stock as of April 30, 2006
is approximately 2,070 shareholders.

The Company has not declared any cash dividends with respect to its common stock
and does not intend to declare dividends in the foreseeable future. The future
dividend policy of the Company cannot be ascertained with any certainty at this
time. There are no material restrictions limiting, or that are likely to limit,
the Company's ability to pay dividends on its common stock.

On March 4, 2004, pursuant to the provisions of the Reorganization Agreement
entered into between the Company and Vision Nv, the Company issued a total of
36,040,500 shares of its common stock to all of the shareholders of Vision Nv in
exchange for all of the outstanding common stock in Vision Nv, in a transaction
deemed exempt from registration by virtue of Regulation S and Rule 144 of the
Rules and Regulations promulgated under the Securities Act of 1933, as amended,
(the "Act").

The shares were issued as restricted stock, subject to restrictions on further
sale and each share bore a legend to the effect that the shares could not be
further transferred without (i) being registered under the Act and subject to an
effective registration statement; or (ii) a valid opinion of counsel declaring
that the proposed sale is further exempt from the registration provisions of the
Act.

Substantially all of the recipients of the shares issued under the acquisition
agreement between Vision NV and Chiropractic 21 were residents of Australia or
New Zealand.

The Company has no profit sharing, bonus or stock option or bonus plans in
effect as at end April 2006.

Item 6 Management's Discussion and Analysis or 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" on page 1 of this Form 10-KSB.

Plan of Operation

Synopsis of Business Strategy and Status

"Our goal is to become the first company to provide the software needed to build
and operate a Next Generation Network. We start from the idea of Triple Play
(data, voice and media over IP) and expand into areas that we believe will
define the total information experience of the 21st century."

visionGATEWAY is executing on its updated business plan that strengthens its
strategies and creates greater opportunity for revenue and sales growth through
an enhanced corporate and solution package :

>     The Company will gain clients and sales plus new products/services through
      acquisitions - the Company is currently in discussions with a number of
      companies and had completed heads of terms with three of these by end July
      - Centile, Saturn IQ and eBanx;
>     The Company has added additional synergistic products in VoIP, internet
      security and financial services compliance;
>     The Company has expanded market coverage to UK as part of its Global
      Distribution Network - three new distribution arrangements have been
      completed; business development is underway; the commencement of sales
      activities through Centile, plus Avnet Partner Solutions and the Saturn IQ
      acquisition in the UK will have an immediate impact on revenue from late
      2006; revenues targets have been set;
>     The Company has instigated a strategic move into China, and particularly
      the VoIP market there;
>     The Company has released the new single box version of INTERScepter for
      Home and SOHO (Small Office Home Office) markets - in addition it is
      available as a "solution on a chip"; this is the first stage of the
      version 3 Next Generation (NG) for INTERScepter;
>     The Company has a sales focus on key target market segments -
      Telcos/ISP's, Technology, Higher Education, Financial Services (compliance
      focus), SMB, Home/SOHO, Media & Entertainment, Professional Services.


                                    Page 10
<PAGE>

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 3rd party products to bring to
            the distribution mix;
      o     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
      o     Development of INTERScepter version 3 to address the Home and SOHO
            markets.
      o     Development of INTERScepter version 3 single box "appliance"
            capability.

Since early 2005, 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 April 2006, with a cutback in activities,
visionGATEWAY has been able to acquire investment and loan funds for working
capital of approximately US$450,000 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.

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.
>     Initial funding requirement has been increased to minimum of US$5 million,
      and up to US$10 million - additional requirement would be due to initial
      needs of proposed acquired companies
>     Additional tranches of funding to total $20m 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.
>     Confirm acquisition targets to point of Letter Of Intent (LOI) or Heads of
      Agreement (HOA) - key criteria for initial acquisition targets are as
      follows :


                                    Page 11
<PAGE>

      |_|   Synergistic to existing visionGATEWAY business model and/or
            product/technology mix - may be product based or in market segment
            that facilitates expansion of existing products, eg hosting
            facilities, security/compliance solutions for Financial Services
            sector;
      |_|   Company based in one of visionGATEWAY's existing distribution
            locations;
      |_|   Company has existing client base in market sectors that would enable
            on-sell of existing VGWA products;
      |_|   Combined annual sales of the two or three acquisition targets would
            be no less than US$5 million within 6 months of acquisition;
      |_|   Company is profitable and capable of generic growth that can be
            enhanced by the acquisition to 20%-30% per annum;
      |_|   Company is probably currently in the market for funds for growth,
            but limited by its current structure and size;
      |_|   Company would preferably be privately owned.

Initial indications are that investment bankers could accelerate the initial
tranche of funding required from their existing sources if the Company can put
these acquisitions in place.

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 would be headquartered in the United States. It would
continue to 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.

      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.


                                    Page 12
<PAGE>

      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. The advantage will involve a suite of products
      that include a Central office Application server, a Hybrid Centrex
      solution, as well as a premise based soft PBX, all coupled with built in
      VoIP security.

      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.

      On April 24, 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.


                                    Page 13
<PAGE>

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
      -     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 :

      o     Whole of network traffic monitoring, analysis and performance
            improvement tools;

      o     Facilities to monitor, control and charge Internet traffic over
            mobile telephony (including PDA's with phones);

      o     Facilities to monitor, control and charge VOIP traffic (an
            INTERScepter (TM) VoIP Control module is now available);

      o     Specialist security and content review modules as "plug-ins"; and

      o     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

In line with this strategy we have just established new joint distributor
arrangements with Saturn IQ and NetIntelligence of UK for their suite of
Internet Security products, as well as Centile of France for their VoIP
Application Server.

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


                                    Page 14
<PAGE>

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.

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>
--------------------------------------------------------------------------------------------------------------------------
   INTERScepter@Home                      Basic hardware device with internal control and statistical information.
--------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>
   INTERScepter@Home Plus                INTERScepter@Home  Plus is an external  application  that  captures data from a
                                         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.

Distribution, Marketing & Sales

      o     Current Situation

INTERScepter is currently installed in 35 sites covering over 5,000 workstations
and 50,000 users. The Company's focus over 2005 and early 2006 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.


                                    Page 15
<PAGE>

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.

            o     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.

            o     Specific Sales Potential Overview - UK

In December 2005, Avnet arranged for a major event at its Bracknell UK
headquarters for 100 of its channel partners to introduce and promote its new
Solution Partners including visionGATEWAY and the INTERScepter product. Avnet is
moving to increase its revenue from solutions and software sales during the next
two financial years in conjunction with its new partners - visionGATEWAY is one
it has selected to help achieve this objective.

In conjunction with this special event specific meetings were arranged with five
key reseller partners for visionGATEWAY, two of whom have completed the channel
partner agreement to sell the visionGATEWAY products in the first half of 2006.
Avnet has also committed to its own new staffing, some of whom are already in
place, to focus specifically on these products and bringing them direct to major
end clients as well as working with their partners to convert their existing
clients. Avnet, in conjunction with visionGATEWAY, has commenced marketing and
lead generation campaigns. These activities will "kick start" the sales for
2006/07 financial year in the UK. The team of APS and VGWA 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. ocf plc, one of the reseller
      partners already signed with visionGATEWAY has a major presence in this
      sector through all variations of its Research organization clients.
>     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.


                                    Page 16
<PAGE>

>     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.

            o     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.

            o     VoIP Market Place - Application Server Software Vendors

At the beginning of February visionGATEWAY announced the
strategic partnership with Centile of UK/France to jointly deliver the first
secure VoIP Solution to the market. The partnership will enable the delivery of
the solution to the market through the integrated bundling of visionGATEWAY's
INTERScepter VoIP Management Module with Centile's IntraSwitch VoIP systems.
Additional vendors are also looking at this option in conjunction with
visionGATEWAY. These strategic partnerships provide visionGATEWAY a greater
global coverage because of the individual strengths of the the companies.

The company recognizes the opportunity to provide a unique addition to its
product capability by this partnership with visionGATEWAY - secure VoIP is key
requirement for all clients in the marketplace, and is not yet offered by any
other individual or combination of vendors.

Item 7 Financial Statements

Consolidated, certified, financial statements for the year ended April 30, 2006
have been attached to this report as pages F-1 to F-16.

Comments on Financials Statements

The year ended April 30, 2006 saw a reduction in overall activities and costs as
the company consolidated its strategies and market position while awaiting the
completion of the new versions of the INTERScepter product, the review of
potential acquisitions, and the sourcing and completion of new funding.

Core salary and wage costs were the main expense item reduced due to the lower
staffing numbers. Office costs were reduced with the closing of the Sydney and
Los Angeles offices during the year. There was a significant one time expense in
April 2006 due to the stock issued for services in relation to the commitment
fees due under the Cornell SEDA facility.

Borrowings from shareholders continued as the main source of funding during the
year.

Item 8 Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure

There were no disagreements between the Company and its auditors.


                                    Page 17
<PAGE>

Item 8A 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 annual report.

Part III

Item 9 Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act The following table sets forth the names,
positions held and ages of the Company's directors and officers as of the date
of this Report:

Name                            Age    Positions with the Company
----                            ---    --------------------------
Andrew Brett Wotton             49     Chairman of the Board of Directors and a
                                       Director
Martin G. Wotton                44     President and a Director
Michael Emerson                 56     Vice President, Chief Executive Officer
                                       and a Director
Alan M. Boyd (1)                55     Director
Trevor W. Tappenden (1)         59     Director

----------
(1) Mr. Tappenden and Mr Boyd are Independent Directors of the Company as
defined by the Nasdaq Marketplace Rules.

Mr Boyd, a resident of the United Kingdom, was newly appointed to the Company on
May 18, 2005.

Each director is appointed until the next annual meeting of shareholders and
until his successor is elected and qualified.

The Company has an informal Code of Ethics in place that applies to the
Company's principal officers. This Code of Ethics has arisen from the background
of the Chief Executive Officer and one of the Directors where they were
previously Partners in one of the top five professional services firms. The
Company is in the process of adopting an appropriate and formal Code of Ethics
to be applied.

The family relationships between the officers and directors named above are as
follows: Andrew Brett Wotton, Chairman of the Board of Directors, and the sole
shareholder and a director of Aspen Capital Partners Limited ("Aspen"), a
principal shareholder, is the brother of Martin G. Wotton who is the President
of the Company and a director of Aspen and the Company. At the present time
there are no committees of the Board of Directors, however, the Board intends to
establish a Compensation Committee, a Nominating Committee and an Audit
Committee within the next quarter. It is expected that Mr. Tappenden will become
the Chairman of the Audit Committee when formed. The Company is also mindful of
its obligations under the Sarbanes-Oxley Act with respect to directors and will
comply as soon as possible.

All of the directors and officers named above are residents of Australia, New
Zealand or the United Kingdom. The Board intends to expand its membership and
will propose for election or appointment, where appropriate, American directors
to the Board. Michael F. Emerson devotes all of his time to the Company's
business affairs based in the U.S. where he relocated during April 2004.

Background Information of Directors and Officers

Andrew Brett Wotton. Mr. Wotton has been a director of visionGATEWAY since March
of 2002 and is presently Chairman of the Board of Directors of the Company. Mr.
Wotton established Aspen Capital Partners Limited ("Aspen") in August 2001 as a
vehicle to diversify his extensive New Zealand held investments, specifically in
the horticultural industry. Mr. Wotton is a director and sole shareholder of
Aspen. Since 1990, Mr. Wotton has been an officer and a director of Aspen
Horticulture Limited, a New Zealand corporation, involved in the ownership of
kiwifruit orchard properties and contract management services.


                                    Page 18
<PAGE>

Martin G. Wotton. Mr. Wotton has been Chairman of the Board of Directors of
visionGATEWAY since November of 2001 and is currently the President and a
Director of the Company, having been appointed on March 4, 2004. Since August
2001, Mr. Wotton has also been a director and an officer of Aspen Capital
Partners Limited ("Aspen"). Aspen is the Company's principal shareholder as a
result of the exchange of shares which took place on March 4, 2004. Since July
2001, Mr. Wotton has also been Chairman of Software Innovisions Pty Ltd, a new
principal second tier subsidiary of the Company resulting from the Company's
acquisition of Vision Nv. Previously, Mr. Wotton was also Chairman of
VisionGlobal Corporation (from 1998 - present), a Nevada corporation,
("VisionGlobal") which was a development-stage corporation located in the U.S.
and which proposed to engage in the business of providing wireless broadband
Internet services, among other potential services. However, VisionGlobal was not
able to raise sufficient capital to either engage in business or develop its
proposed product and in 2001, VisionGlobal filed for Chapter 7 Bankruptcy
protection under the US Bankruptcy Code. The case is still pending in the U.S.
District Court, Bankruptcy Division, for the Northern District of California in
San Francisco, California, and is not as yet resolved.

Mr. Wotton holds Australian Securities Course Credits (1986-1988); and has been
an Australian Securities Dealer Representative (1986-1996) and acted as a Senior
Equity Derivatives Representative (1992 - 1996).

Michael F. Emerson. Mr. Emerson has acted as Vice President and Chief Executive
Officer of the Company since his appointment on March 4, 2004. He previously has
served as Chief Executive Officer and a Director of visionGATEWAY since March of
2002 and of visionGATEWAY Pty Ltd (Australia) from October 2001 to the present.
His previous business associations include service as a director of Micel Pty
Ltd, Australia, from March 2001 until the present. He was also Vice President
and Business Unit Leader for Cap Gemini Ernst and Young from May 2000 to
February 2001. He was a Partner of and Business Unit Leader of Ernst & Young,
Australia, from November 1989 until May 2000. Mr. Emerson is a graduate of La
Trobe University, Bundoora, Victoria, Australia class of 1974, where he received
the degree of Bachelor of Economics with Honors. He majored in Mathematical
Economics and International Economics.

Trevor W. Tappenden. Mr. Tappenden joined the Board of visionGATEWAY in May
2003. Mr. Tappenden is a Chartered Accountant in Australia. He has been a Senior
Partner in the firm of Ernst & Young, Australia, from 1982 until his retirement
in March of 2003. Mr. Tappenden graduated from the Institute of Chartered
Accountants in 1976 from which he received his qualification as a Chartered
Accountant in Australia. Mr. Tappenden is actively involved as a company
director for a number of corporate, government and education bodies.

Alan M. Boyd. Mr. Boyd was appointed to the Board of the Company on May 18,
2005. He is an experienced technology development specialist with a long record
of success in Europe, America, Australia and Asia, and will assist in driving
the next stage of the Company's Global Growth Strategy which involves the
expansion of its Global Distribution Network for specialist Internet Resource
Management and Security related products while expanding the company's product
line through licensing and acquisitions.

A pioneer of the US personal computer industry in the 1970s, Mr. Boyd became the
first Product Development Manager at Microsoft in 1980 where he reported
directly to Bill Gates. At Microsoft he was responsible for the development of
many ubiquitous software products that have become household names and sold
hundreds of millions of copies. He was also responsible for the formulation and
implementation of Microsoft's successful acquisitions strategy.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act") requires
the Company's directors and executive officers, and persons who own more than
ten percent of a registered class of the Company's equity securities, to file
with the SEC initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Officers, directors and
greater than ten percent stockholders are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms they file.

The Company has not filed any of the required Form 3's.


                                    Page 19
<PAGE>

Item 10 Executive Compensation

The following table sets forth information concerning the total compensation
that we have paid or that has accrued on behalf of our chief executive officer
and other executive officers with annual compensation exceeding $100,000 (the
"Named Executive Officers") during the fiscal years ending April 30, 2006, 2005,
2004, 2003 and 2002.

Summary Compensation Table

<TABLE>
<CAPTION>
                                                                                Long-Term Compensation
                                                  Annual                        Securities Underlying     All Other
                                   Year           Compensation                  Options (#)               Compensation ($)
                                  ------------    -------------------------     ----------------------    ----------------

Name and Principal Position (3)                   Salary ($)      Bonus ($)
-------------------------------                   ----------      ---------
<S>                               <C>             <C>                    <C>          <C>                              <C>
Michael Emerson                   (2) 2006        156,500                -               -                             -
Vice President, Chief Executive   (2) 2005        156,500                -               -                             -
Officer, Director                 (2) 2004        107,424                -            300,000                          -
                                  (2) 2003        79,635                 -               -                             -
                                  (1) (2) 2002    33,040                 -               -                             -
</TABLE>

----------
(1) Mr. Emerson commenced with visionGATEWAY in October 2001. This represents
six months through the end of April 2002.
(2) These amounts have been accrued but not yet paid.
(3) None of the executive officers, except Mr. Emerson, have been paid or have
accrued over $100,000 in the fiscal years 2006, 2005, 2004, 2003 or 2002.

Employment Arrangements

The following information represents compensation paid to or agreed to be paid
by visionGATEWAY or its subsidiaries. There are at present no employment
agreements in effect between the employees of visionGATEWAY and the Company;
although, it is expected that initially the arrangements described here will be
adopted by the Company.

The Company has no profit sharing, bonus or stock option or bonus plans in
effect.

The Company's Named Executive Officers are listed as follows:

Chairman - Andrew Brett Wotton

No compensation has been paid to or accrued for Andrew Brett Wotton. To date Mr.
Wotton has been the owner of Aspen which in turn has a management contract for
the provision of services to visionGATEWAY (the "Management Contract"). He is
also a Director of Aspen and Aspen is the major shareholder of the Company.
Aspen has two contracts with visionGATEWAY in relation to the provision of
services:

      o     The Management Arrangement with a management fee of AUD$100,000
            (approximately USD$75,000) per annum to be paid o quarterly. Less
            than AUD$40,000 has been made pursuant to this contract. Most
            payments have related to payment or reimbursement of relevant
            expenses for travel, technology and communication costs.

      o     Agent agreement in relation to consulting services for sales of
            visionGATEWAY products and payment of commissions. No payments have
            been made pursuant to this agreement to date.

President - Martin Wotton

Martin Wotton has not received any direct compensation from the Company over the
last two years. To date Mr. Wotton has been an employee of Aspen which in turn
has the Management Contract for the provision of his services to visionGATEWAY.
He is also a Director of Aspen and Aspen is the major shareholder of Vision.
Aspen has two contracts with visionGATEWAY in relation to the provision of
services:


                                    Page 20
<PAGE>

      o     The Management Arrangement with a management fee of AUD$100,000
            (approximately USD$75,000) per annum to be paid o quarterly. Less
            than AUD$40,000 have been made pursuant this contract Most payments
            have related to payment or reimbursement of relevant expenses for
            travel, technology and communication costs.

      o     Agent agreement in relation to consulting services for sales of
            visionGATEWAY products and payment of commissions. No payments have
            been made pursuant to this agreement to date.

Chief Executive Officer - Michael Emerson

Michael Emerson has an arrangement with the Company in relation to the provision
of his services as Chief Executive Officer and Director of the Company and its
subsidiaries.

Mr. Emerson will be paid an initial annual salary of $120,000, reviewable
quarterly, plus expenses, and will also receive shares of Company common stock,
benefits and other performance incentives such as profit sharing, when
established by the Company.

To date the main components of Mr. Emerson's remuneration have been:

      o     Salary - base component of AUD$10,000 (approximately USD$7,500) for
            the period when Mr. Emerson is working out o of Australia, and
            USD$10,000 for the period when he is working out of the U.S. or
            other regions outside Australia.

      o     Expenses - all reasonable business expenses covering travel, etc and
            other expenses paid on behalf of the business would be payable by
            the Company based on the submission of monthly expense claims. This
            would include all core expenses (including accommodation and
            provision of a motor vehicle) related to Mr. Emerson, with his
            family, operating from the U.S. or other region outside Australia,
            as well as relocation expenses.

      o     Incentives -

            o     Profit sharing - as and when established by the Company, this
                  contractual arrangement regarding the o services of Mr.
                  Emerson will enable inclusion in the Company/staff profit
                  sharing facility that is expected to be adopted.

            o     Shareholding - as a direct result of the role and performance
                  by Mr. Emerson, plus the hardships endured through delayed
                  payment of remuneration and expenses, the Company agreed in
                  April 2003 to grant 1,000,000 shares of common stock subject
                  to a two year vesting schedule. Of these shares 500,000 vested
                  in April 2004 (and formally issued in May 2004) and 500,000
                  shares will vest in January 2005 (not yet issued).

            o     Options - Mr. Emerson has been granted 300,000 options with an
                  exercise price of $0.50 per share. These options vest over a
                  four year period.

Through MICEL Pty Ltd, a company of which Mr. Emerson is a director and
shareholder, there is an agent agreement in relation to consulting services for
sales of visionGATEWAY products and payment of commissions. No payments have
been made pursuant to this agreement to date.

Item 11 Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters

The following table sets forth certain information as of April 30, 2006
regarding the ownership of the Company's common stock, by: (i) each director and
nominee for director; (ii) each of the executive officers named in the Summary
Compensation Table below; (iii) all executive officers and directors of the
Company as a group; and (iv) all those known by the Company to be beneficial
owners of more than five percent of any class of the Company's voting
securities. Unless otherwise indicated in the table set forth below, each person
or entity named below has an address in care of the Company's principal
executive offices.


                                    Page 21
<PAGE>

<TABLE>
<CAPTION>
                                                                         Beneficial Ownership
                                                                         Common Stock
                                                                                                %
                                                    Position             Shares                 Ownership

Directors and Affiliated Stockholders:
<S>                                                 <C>                  <C>                    <C>
Andrew Brett Wotton (1)(2)                          Chairman of the      24,100,000             56.1%
206 Tablelands Road                                 Board of
Opotiki, New Zealand                                Directors
Martin Wotton (3)                                   President and        0                      0%
79 Markwell Street                                  Director
Hamilton, Queensland 4007
Australia
Michael Emerson                                     Vice President,      2,200,000              5.1%
13950 NW Passage                                    Chief Executive
Marina del Rey, CA  90292                           Officer and
USA                                                 Director
Trevor Tappenden                                    Director             50,000                 0.1%
9 Hawksburn Close
South Yarra, VIC 3141
Australia
Alan Boyd
United Kingdom                                      Director             25,000                 0.1%

5% or Greater Ownership of Voting Securities:
Aspen Capital Partners                              Principal            23,000,000             53.6%
206 Tablelands Road                                 Shareholder
Opotiki, New Zealand
Michael Emerson                                     Vice President,      2,200,000              5.1%
13950 NW Passage                                    Chief Executive
Marina del Rey, CA  90292                           Officer and
USA                                                 Director

All Officers and Directors as a group                                    26,375,000             61.4%
</TABLE>

----------
(1)   All of the shares owned by Aspen Capital Partners Limited, ("Aspen"), a
      New Zealand corporation, (23,000,000 shares) are attributable to Andrew
      Brett Wotton because he is the sole shareholder and a director of Aspen.
      As a result of these holdings and the holdings described in Note 2 below,
      Andrew Brett Wotton and Aspen are deemed to be principal shareholders of
      the Company.

(2)   Includes 350,000 shares individually owned by Andrew Brett Wotton and
      750,000 shares owned by Aspen Horticulture Limited., also a New Zealand
      corporation, of which Andrew Brett Wotton is the sole shareholder. As
      stated above in Note 1, Andrew Brett Wotton may be deemed the beneficial
      holder of the 23,000,000 shares of Aspen. Therefore, the total number of
      shares either owned by Andrew Brett Wotton beneficially directly or
      indirectly held by him is 24,100,000.

(3)   Martin G. Wotton disclaims any beneficial interest in any of the shares
      either owned by or attributable to his brother Andrew Brett Wotton.

Item 12 Certain Relationships and Related Transactions

Aspen Capital Partners Limited, owned by Mr. Andrew Brett Wotton, has two
contracts with visionGATEWAY in relation to the provision of services:

      o     The Management Contract with a management fee of AUD$100,000
            (approximately USD$75,000) per annum to be paid o quarterly. Less
            than AUD$40,000 has been made pursuant to this contract. Most
            payments have related to payment or reimbursement of relevant
            expenses for travel, technology and communication costs.


                                    Page 22
<PAGE>

      o     Agent agreement in relation to consulting services for sales of
            visionGATEWAY products and payment of commissions. No payments have
            been made pursuant to this agreement to date.

Through MICEL Pty Ltd, a company of which Mr. Emerson is a director and
shareholder, there is an agent agreement in relation to consulting services for
sales of visionGATEWAY products and payment of commissions. No payments have
been made pursuant to this agreement to date.

Options:

On 1 March 2004, the options below were granted for services to visionGATEWAY.
They will vest over a four year period with vesting starting 12 months after the
date they were granted.

Options Issued/Exercisable at US$0.50 (exercisable over 10 yrs)


          Michael Emerson                                       300,000
          Aspen Capital Partners Limited                      5,700,000
          Aspen Horticulture Limited                            500,000

On 2 March 2004 an additional 300,000 options were granted to Aspen Capital
Partners Limited with the same vesting and exercising terms and price.

As part of the agreed compensation with Non-executive Directors, options have
been granted as follows :

<TABLE>
<CAPTION>
                                                        Compensation
Director          Date Granted       No. of Options     Expense          Date Appointed as Director
--------          ------------       --------------     -------          --------------------------
<S>               <C>                <C>                <C>              <C>
T. Tappenden      1 Sep 2004         20,000             $59,000          9 May 2003

T. Tappenden      1 Mar 2005         20,000             $59,000

T. Tappenden      1 Sep 2005         20,000             $10,000

T. Tappenden      1 Mar 2006         20,000             $10,600

A. Boyd           18 Nov 2005        50,000             NIL              18 May 2005
</TABLE>

Other Shares:

The Company issued additional shares of common stock in the year to April 30,
2006, in the following manner.

 # Shares  Issued to:                 Issued for:
--------------------------------------------------------------------------------

   25,000  Non-Executive Director     Directors Fees

   50,000  Securities Company         Investor Relations & Fund Raising Services

   25,000  Outside Professionals      Investor Relations & Marketing Services

  507,501  Investment Banking Firm    Commitment fee in relation to SEDA Funding

   17,499  Securities Company         Placement Agent Fee re SEDA Funding

   58,928  Outside Professionals      Investor Relations & Marketing Services

   11,607  Individual                 Investor Relations & Marketing Services
---------
  695,535  Total

Item 13 Exhibit List and Reports of Form 8-K


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.


                                    Page 23
<PAGE>

3.8(2)       Certificate of Amendment to Articles of Incorporation dated
             December 29, 1999.
10.1(3)      Lease, dated February 15, 2004 by and between vision Gateway Pty
             Ltd and Masinello Holdings Pty Ltd.
10.2(3)      Lease Agreement, dated October 25, 2001, by and between
             visionGATEWAY and Executive Centre 133.
10.3(3)      HQ Global Workplaces Virtual Office Program Service Agreement,
             dated December 1, 2003 by and between the visionGATEWAY, Inc. and
             HQ Global Workplaces, Inc.
10.5(3)      Buy/Sell Agreement, dated May 14, 2004, by and between
             visionGATEWAY, Inc. and AVNET, INC.
10.6(3)      Letter Agreement regarding Management Services by and between
             visionGATEWAY, Inc. and Aspen Capital Partners Pty Ltd.
10.7(3)      Letter Agreement regarding Agent and Consulting Arrangements by and
             between visionGATEWAY, Inc. and Aspen Capital Partners Pty Ltd.
10.8(3)      Letter Agreement regarding Employment of Michael Emerson by and
             between visionGATEWAY, Inc., Michael Emerson and MICEL Pty Ltd.
10.9(3)      Letter Agreement regarding Agent and Consulting Arrangements by and
             between visionGATEWAY, Inc. and MICEL Pty Ltd.

21.1         List of Subsidiaries.
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 furnished to the SEC a report on Form 8-K dated October 21, 2005, re
visionGATEWAY, Inc. entering into a Letter of Intent with MDSnews Group
("MDSnews") of Australia relating to the acquisition of the businesses of
MDSnews Group by visionGATEWAY, Inc. This potential acquisition has not been
progressed.

We furnished to the SEC a report on Form 8-K dated December 22, 2005, related to
a Company release re an update on its activities covering Distribution &
Marketing, Sales, Research & Development and Funding in conjunction with its
initial Revenue forecasts for calendar 2006.

We furnished to the SEC a report on Form 8-K dated April 6, 2006, related to
visionGATEWAY Inc. entering into a Standby Equity Distribution Agreement (the
"SEDA") with Cornell Capital Partners, LP ("Cornell"). Pursuant to the SEDA, the
Company may, at its discretion, periodically sell to Cornell shares of its
common stock, par value $0.004 per share (the "Common Stock") for a total
purchase price of up to Fifteen Million Dollars ($15,000,000). Cornell's
obligation to purchase shares of Common Stock under the SEDA is subject to
certain conditions, including the Company obtaining an effective registration
statement for shares of common stock sold under the SEDA and the amount for each
advance, as designated by the Company in the applicable Advance Notice, not to
exceed Nine Hundred Fifty Thousand Dollars ($950,000). In connection with the
SEDA, Cornell received a commitment fee of Five Hundred Seven Thousand Five
Hundred and One (507,501) shares of Common Stock.

We furnished to the SEC a report on Form 8-K dated April 24, 2006, related to
visionGATEWAY, Inc. entering into a Heads of Terms with eBanx (UK) Limited of
United Kingdom relating to the acquisition of the business of eBanx (UK) Limited
by visionGATEWAY, Inc.


                                    Page 24
<PAGE>

Item 14 Principle Accountant Fees and Services

The Board of Directors has continued to use Mantyla McReynolds LLC as the
Company's independent auditors for the fiscal year ending April 30, 2006.
Mantyla McReynolds LLC has previously audited the Company's financial statements
when operating as Chiropractic 21 International.

Stockholder ratification of the selection of Mantyla McReynolds LLC as the
Company's independent auditors is not required by the Company's Bylaws or
otherwise. The Board of Directors, in its discretion, may direct the appointment
of different independent auditors at any time during the year if they determine
that such a change would be in the best interests of the Company and its
stockholders.

As part of its duties, the Board of Directors considers whether the provision of
services, other than audit services, during the fiscal year ended April 30, 2006
by Mantyla McReynolds LLC, the Company's independent auditor for that period, is
compatible with maintaining the auditor's independence. The following table sets
forth the aggregate fees billed to the Company for the fiscal years ended April
30, 2006 and April 30, 2005 by Mantyla McReynolds LLC:


                                            Fiscal 2006        Fiscal 2005
                                            -----------        -----------
         Audit Fees (1)                     $  13,903          $     7,678
         Audit-Related Fees (2)             $     nil          $     Nil
         Tax Fees (3)                       $     nil          $     nil
         All Other Fees (4)                 $     nil          $     Nil

----------
(1) Audit Fees consist of fees billed for professional services rendered for the
audit of the Company's consolidated annual financial statements and review of
the interim consolidated financial statements included in quarterly reports and
services that are normally provided by Mantyla McReynolds LLC in connection with
statutory and regulatory filings or engagements.

(2) Audit-Related Fees consist of fees billed for assurance and related services
that are reasonably related to the performance of the audit or review of the
Company's consolidated financial statements and are not reported under "Audit
Fees." This category includes fees related to due diligence services pertaining
to potential business acquisitions/disposition; and consultation regarding
accounting or disclosure treatment of transactions or events and/or the actual
or potential impact of final or proposed rules, standard or interpretation by
the SEC, FASB or other regulatory or standard-setting bodies. General assistance
with implementation of the requirements of SEC rules or listing standards
promulgated pursuant to the Sarbanes-Oxley Act of 2002.

(3) Tax Fees consist of fees billed for professional services rendered for tax
compliance, tax advice and tax planning. These services include assistance
regarding federal state and local tax compliance, planning and advice;
international tax compliance, planning and advice; review of federal, state,
local and international income franchising and other tax returns.

(4) All Other Fees consist of fees for products and services other than the
services reported above.


                                    Page 25
<PAGE>

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


Dated September 14, 2006                        visionGATEWAY, Inc.
                                                By: /s/ Michael Emerson
                                                Michael Emerson
                                                Vice President, Chief Executive
                                                Officer and Director

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Martin G. Wotton and Michael Emerson, and each of
them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any and all amendments to this Report on Form
10-KSB, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirement of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

      Signature                     Title                            Date
      ---------                     -----                            ----

/s/ Andrew Brett Wotton     Chairman of the Board of          September 14, 2006
Andrew Brett Wotton         Directors

/s/ Martin G. Wotton        President and Director            September 14, 2006
Martin G. Wotton            (principal financial officer)

/s/ Michael Emerson         Vice President, Chief             September 14, 2006
Michael Emerson             Executive Officer and Director
                            (principal executive officer)

/s/ Trevor Tappenden        Director                          September 14, 2006
Trevor Tappenden

/s/ Alan Boyd               Director                          September 14, 2006
Alan Boyd


                                    Page 26
<PAGE>

             Report of Independent Registered Public Accounting Firm


The Board of Directors and Shareholders
visionGATEWAY, Inc. [a development stage company]


We have audited the accompanying consolidated balance sheet of visionGATEWAY,
Inc. [a development stage company] as of April 30, 2006 and the related
consolidated statements of operations, stockholders' deficit, and cash flows for
the years ended April 30, 2006 and 2005(as restated), and for the period from
Reactivation [November 30, 2001] through April 30, 2006. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of visionGATEWAY,
Inc. [a development stage company] as of April 30, 2006 and the results of
operations and cash flows for the years ended April 30, 2006 and 2005(as
restated), and for the period from Reactivation [November 30, 2001] through
April 30, 2006 in conformity with accounting principles generally accepted in
the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has accumulated losses from operations,
minimal assets, and a net working capital deficiency that raise substantial
doubt about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 2. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.


/s/ Mantyla McReynolds
Mantyla McReynolds
Salt Lake City, Utah
September 7, 2006

<PAGE>

visionGATEWAY, Inc.

Audited Financial Statements at April 30, 2006


                                      F-1
<PAGE>

visionGATEWAY, Inc.
Including the accounts of its wholly owned subsidiaries
 [A Development Stage Company]
Condensed Consolidated Balance Sheet
April 30, 2006

ASSETS

Assets
   Current Assets
     Cash                                                             $    3,412
                                                                      ----------
          Total current assets                                             3,412
      Equipment & Property (net)                                          13,734
      Deposits                                                                 0
                                                                      ----------
Total Assets                                                          $   17,146
                                                                      ==========

LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities:
  Current Liabilities:
  Accounts payable                                                    $1,151,245
  Bank Overdraft                                                           3,556
  Accrued liabilities                                                    330,995
  Related party payable                                                1,595,398
                                                                      ----------
Total Liabilities                                                     $3,081,194

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; 42,963,753 shares issued
   and outstanding                                                       171,855
  Additional paid-in capital                                           1,701,528
  Deficit accumulated during the development stage                    -4,928,917
  Accumulated foreign currency translation adjustment                     -8,514
                                                                      ----------
Total Stockholders' Deficit                                           -3,064,048
                                                                      ----------
Total Liabilities and Stockholders' Deficit                           $   17,146
                                                                      ==========


                                      F-2
<PAGE>

visionGATEWAY, Inc.
Including the accounts of its wholly owned subsidiaries
 [A Development Stage Company]
Condensed Consolidated Statements of Operations
For the Years Ended April 30, 2006 & 2005, and for the Period
from Reactivation [November 30, 2001] through April 30, 2006

<TABLE>
<CAPTION>
                                                                              Reactivation
                                                                                   through
                                                    2006             2005   April 30, 2006
                                                               (Restated)
                                             -----------      -----------   --------------
<S>                                          <C>              <C>              <C>
Revenues                                     $         0      $         0      $    53,406

Research & development                           240,277          329,572          943,690
General & administrative expenses              1,009,984        1,523,786        4,038,633
                                             -----------      -----------      -----------

Operating loss                                -1,250,261       -1,853,358       -4,928,917

                                             -----------      -----------      -----------
Net Loss Before Income Taxes                  -1,250,261       -1,853,358       -4,928,917

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

Net Loss                                     -$1,250,261      -$1,853,358      -$4,928,917
                                             ===========      ===========      ===========
Other Comprehensive Income
   Unrealized gain(loss) on foreign
     Currency translation (net of tax)             8,384          -16,052           -8,514
Total Comprehensive Income (Loss)             -1,241,877       -1,869,410       -4,937,431
                                             ===========      ===========      ===========
Loss Per Share - basic and diluted                -$0.03           -$0.04           -$0.14
                                             ===========      ===========      ===========

Weighted Average Shares Outstanding           42,370,800       41,359,704       36,058,516
                                             ===========      ===========      ===========
</TABLE>


                                      F-3
<PAGE>

visionGATEWAY, Inc.
 [A Development Stage Company]
Condensed Consolidated Statements of Cash Flows
For the Years Ended April 30, 2006 & 2005, and for the Period from
Reactivation [November 30, 2001] through April 30, 2006

<TABLE>
<CAPTION>
                                                                                                                      Reactivation
                                                                                                                           through
                                                                                    April 30, 2006  April 30, 2005  April 30, 2006
                                                                                                      (Restated)
                                                                                    --------------  --------------  --------------
<S>                                                                                     <C>             <C>             <C>
Cash Flows from Operating Activities
Net Loss                                                                               -$1,250,261     -$1,853,358     -$4,928,917
Adjustments to reconcile net income to net cash provided by operating activities:
     Depreciation and amortization                                                          10,642          20,614          49,811
     Stock issued for services                                                             398,574         171,000         769,574
     Stock based compensation                                                               20,600         118,000         138,000
     Change in current assets                                                                4,261          18,532               0
     Increase in current liabilities                                                       381,060         702,761       1,727,076
                                                                                        ----------      ----------      ----------
Net Cash Used for Operating Activities                                                    -435,124        -822,451      -2,243,856

Cash Flows from Investing Activities
    Purchase of property                                                                    -2,941         -15,729         -61,576

Cash Flows from Financing Activities
    Proceeds from borrowing                                                                432,950         850,950       1,597,203
    Additional paid in Capital                                                                   0               0         720,153
                                                                                        ----------      ----------      ----------
Net Cash Provided by Financing Activities                                                  432,950         850,950       2,317,356

    Effect Of Exchange Rate on cash and cash Equivalents                                     8,384         -16,051          -8,512

Net Increase/(Decrease) in Cash                                                              3,269          -3,281           3,412

Beginning Cash Balance                                                                         143           3,424               0
                                                                                        ----------      ----------      ----------

Ending Cash Balance                                                                     $    3,412      $      143      $    3,412
                                                                                        ==========      ==========      ==========

Supplemental Disclosure of Cash Flow Information:
  Cash paid during the period for interest                                                  11,791           7,687          25,443
  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>


                                      F-4
<PAGE>

visionGATEWAY, Inc.
Including the accounts of its wholly owned subsidiaries
 [A Development Stage Company]
Consolidated Statements of Stockholders' Deficit
For the Period Ended April 30, 2006 and for the Period from Reactivation
[November 30, 2001] through April 30, 2006

<TABLE>
<CAPTION>

                                                                                                              Additional
                                                          Preferred     Preferred       Common       Common      Paid-in
                                                             Shares         Stock       Shares        Stock      Capital
                                                        -----------   -----------   ----------   ----------   ----------
<S>                                                     <C>           <C>           <C>          <C>          <C>
Balance, November 30, 2001
(date of Reactivation)                                            0   $         0   20,000,000   $   20,000     -$20,000

Recapitalization pursuant to merger with Chiropractic
  21 International, Inc. 3/4/2004                                                    1,777,718      115,232      -45,141

Shares issued with acquisition of two subsidiaries                                   2,600,000        2,600        1,782

Issued shares for cash and services                                                  5,625,000        5,625       50,625

Net loss for the period ended April 30, 2002
                                                        -----------   -----------   ----------   ----------   ----------
Balance, April 30, 2002                                           0             0   30,002,718      143,457      -12,734

Shares issued for cash and services                                                  1,000,000        1,000       79,000

Net loss for the year ended April 30, 2003
                                                        -----------   -----------   ----------   ----------   ----------
Balance, April 30, 2003                                           0             0   31,002,718      144,457       66,266

Shares issued for cash and services                                                  6,815,500        6,816      503,184

Issued preferred shares for services at par               2,000,000       200,000

Net loss for the year ended April 30, 2004
                                                        -----------   -----------   ----------   ----------   ----------
Balance, April 30, 2004                                   2,000,000   $   200,000   37,818,218   $  151,273   $  569,450
                                                        ===========   ===========   ==========   ==========   ==========

Preferred shares converted to common shares at par       -2,000,000      -200,000    2,000,000        8,000      192,000

Shares issued for cash and services                                                  2,450,000        9,800      405,686

Stock based compensation                                                                                         118,000

Net loss for the year ended April 30, 2005
                                                        -----------   -----------   ----------   ----------   ----------
Balance, April 30, 2005                                           0   $         0   42,268,218   $  169,073   $1,285,136
                                                        ===========   ===========   ==========   ==========   ==========

Shares issued for cash and services                                                    695,535        2,782      395,792

Stock based compensation                                                                                          20,600

Net loss for the year ended April 30, 2006
                                                        -----------   -----------   ----------   ----------   ----------
Balance, April 30, 2006                                           0             0   42,963,753      171,855    1,701,528
                                                        ===========   ===========   ==========   ==========   ==========
<CAPTION>
                                                                           Accum.
                                                                          Foreign            Net
                                                        Accumulated      Currency  Stockholders'
                                                            Deficit    Adjustment        Deficit
                                                        -----------   -----------     ----------
<S>                                                     <C>           <C>             <C>
Balance, November 30, 2001
(date of Reactivation)                                  $         0   $         0     $        0

Recapitalization pursuant to merger with Chiropractic
  21 International, Inc. 3/4/2004                                                         70,091

Shares issued with acquisition of two subsidiaries         -125,208                     -120,826

Issued shares for cash and services                                                       56,250

Net loss for the period ended April 30, 2002               -223,779       -15,658       -239,437
                                                        -----------   -----------     ----------
Balance, April 30, 2002                                    -348,987       -15,658       -233,922

Shares issued for cash and services                                                       80,000

Net loss for the year ended April 30, 2003                 -295,261       -25,855       -321,116
                                                        -----------   -----------     ----------
Balance, April 30, 2003                                    -644,248       -41,513       -475,038

Shares issued for cash and services                                                      510,000

Issued preferred shares for services at par                                              200,000

Net loss for the year ended April 30, 2004               -1,181,050        40,666     -1,140,384
                                                        -----------   -----------     ----------
Balance, April 30, 2004                                 -$1,825,298         -$847      -$905,422
                                                        ===========   ===========     ==========

Preferred shares converted to common shares at par                                             0

Shares issued for cash and services                                                      415,486

Stock based compensation                                                                 118,000

Net loss for the year ended April 30, 2005               -1,853,358       -16,051     -1,869,410
                                                        -----------   -----------     ----------
Balance, April 30, 2005                                 -$3,678,656      -$16,898     -$2,241,346
                                                        ===========   ===========     ==========

Shares issued for cash and services                                                      398,574

Stock based compensation                                                                  20,600

Net loss for the year ended April 30, 2006               -1,250,261         8,384     -1,241,877
                                                        -----------   -----------     ----------
Balance, April 30, 2006                                  -4,928,917        -8,514     -3,064,048
                                                        ===========   ===========     ==========
</TABLE>


                                      F-5
<PAGE>

                               visionGATEWAY, Inc.
                          [A Development Stage Company]
         Notes to Condensed Consolidated Financial Statements (audited)
                                 April 30, 2006

NOTE 1    ORGANIZATION AND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          (a)          Organization

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

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

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

          (b)          Income Taxes

          The Company applies the provisions of Statement of
          Financial Accounting Standards No. 109 [the Statement],
          Accounting for Income Taxes. The Statement requires an
          asset and liability approach for financial accounting and
          reporting for income taxes, and the recognition of
          deferred tax assets and liabilities for the temporary
          differences between the financial reporting basis and tax
          basis of the Company's assets and liabilities at enacted
          tax rates expected to be in effect when such amounts are
          realized or settled. Prior years' consolidated financial
          statements have not been restated to apply the provisions
          of the Statement. The cumulative effect of this change in
          accounting for income taxes as of April 30, 2006 is $0
          due to the valuation allowance established as described
          in Note 3.

          (c)         Net Loss Per Common Share

          In accordance with SFAS No. 128, Earnings Per Share, basic
          loss per common share is computed using the weighted average
          number of common shares outstanding. Diluted earnings per
          share is computed using weighted average number of common
          shares plus dilutive common share equivalents outstanding
          during the period using the treasury stock method. At
          December 31, 2005 the Company had 6,930,000 common stock
          equivalents outstanding that are not included in the diluted
          loss per share because there affect is anti-dilutive.

          (d)          Stock based compensation

          SFAS No. 123, Accounting for Stock-Based Compensation
          allows companies to choose whether to account for
          employee stock-based compensation on a fair-value
          method, or to account for such compensation under the
          intrinsic value method prescribed in Accounting
          Principles Board Opinion No. 25, Accounting for Stock
          Issued to Employees (APB 25). The Company has chosen to
          account for stock-based compensation using APB 25. If
          the compensation cost for the Company's compensation
          plan had been determined consistent with SFAS No. 123
          the Company's net income and net income per common share
          would have changed to the pro forma amounts indicated
          below:


                                      F-6
<PAGE>

<TABLE>
<CAPTION>
                                                     12 mths ending        12 mths ending
                                                     April 30, 2006        April 30, 2005
                                                     --------------        --------------
<S>                                                   <C>                   <C>
           Net loss, as reported                      $  (1,250,261)        $  (1,853,358)

           Stock-based compensation expense
           included in net income                            20,600               118,000

           Compensation cost under fair value-based
              accounting method, net of tax                (502,640)             (589,250)
                                                      -------------         -------------

           Net loss, pro forma                           (1,732,301)           (2,324,608)

           Net loss per share-basic and diluted:

               As reported                            $       (0.03)        $       (0.04)

               Pro forma                              $       (0.04)        $       (0.06)
</TABLE>

           The fair value of each option grant is estimated on the
           date of grant using the Black-Scholes option-pricing
           model with the following assumptions: dividend yield of
           0%; expected volatility of 100%; risk-free interest rate
           of 3% and expected lives of 3,650 days.

          (e)          Research & Development Costs

          Expensing of Research & Development Costs.  Research and Development
          is expensed as incurred.

          (f)          Statement of Cash Flows

          For purposes of the statements of cash flows, the Company
          considers cash on deposit in the bank to be cash. The
          Company had $3,412 cash at April 30, 2006.

          (g) Use of Estimates in Preparation of Financial Statements

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

          (h)          Revenue Recognition

          The Company recognizes revenues in accordance with the
          Securities and Exchange Commission, Staff Accounting
          Bulletin (SAB) number 104, "Revenue Recognition." SAB 104
          clarifies application of U. S. generally accepted
          accounting principles to revenue transactions. Revenue is
          recognized as products or projects are delivered or
          services are provided to customers. Uncollected, earned
          revenue is recorded in accounts receivable. Billed
          amounts deemed to be uncollectible are charged to bad
          debt expense. Revenue collected in advance is recorded as
          a liability until the earnings process is complete.

          (i)          Foreign Currency Translation

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


                                      F-7
<PAGE>

          (j)          Impairment of Long-Lived Assets

          The Company reviews long-lived assets, at least annually,
          to determine if impairment has occurred and whether the
          economic benefit of the asset (fair value for assets to
          be used and fair value less disposal costs for assets to
          be disposed of) is expected to be less than the carrying
          value. Triggering events, which signal further analysis,
          consist of a significant decrease in the asset's market
          value, a substantial change in the use of an asset, a
          significant physical change in the asset, a significant
          change in the legal or business climate that could affect
          the asset, an accumulation of costs significantly in
          excess of the amount originally expected to acquire or
          construct the asset, or a history of losses that imply
          continued losses associated with assets used to generate
          revenue. The Company did not make any such adjustments
          for the quarter ended April 30, 2006.

          (k)          Recent Pronouncements

          Recently Issued Financial Accounting Standards-- In December
          2004, the FASB issued SFAS #123(R), "Share-Based Payments."
          SFAS #123(R) amends SFAS #123, "Accounting for Stock-Based
          Compensation," and APB #25, "Accounting for Stock Issued to
          Employees." SFAS #123(R) requires that the cost of
          share-based payment transactions (including those with
          employees and non-employees) be recognized in the financial
          statements at fair value. On April 14, 2005, the SEC issued
          a rule allowing small business issuers to delay
          implementation of this statement until the beginning of
          their first fiscal year after December 15, 2005 rather than
          at the interim period. The Company will implement this
          pronouncement effective May 1, 2006.

          In December 2004, the FASB issued SFAS #153, "Exchanges of
          Non-monetary Assets - An Amendment of APB Opinion #29." The
          guidance in APB #29, "Accounting for Non-monetary
          Transactions," is based on the principle that exchanges of
          non-monetary assets should be measured based on the fair
          value of the assets exchanged. The guidance, however,
          included certain exceptions to that principle. SFAS #153
          amends APB #29 to eliminate the exception for non-monetary
          exchanges of similar productive assets and replaces it with
          a general exception for exchanges of non-monetary assets
          that do not have commercial substance. The provisions of
          SFAS #153 are effective for non-monetary asset exchanges
          occurring in fiscal periods beginning after June 15, 2005.
          Early application is permitted and companies must apply the
          standard prospectively. The adoption of the standard is not
          expected to have a material effect on the company's results
          of operations of financial position.

          In May 2005, the FASB issued SFAS #154, "Accounting Changes
          and Error Corrections," which replaces APB Opinion #20,
          "Accounting Changes," and supersedes FASB #3, "Reporting
          Accounting Changes in Interim Financial Statements - an
          amendment of APB #28." SFAS #154 requires retrospective
          application to prior periods' financial statements of
          changes in accounting principle, unless it is impractical to
          determine either the period-specific effects or the
          cumulative effect of the change. When it is impracticable to
          determine the period-specific effects of an accounting
          change on one or more individual prior periods presented,
          SFAS #154 requires that the new accounting principle be
          applied to the balances of assets and liabilities as of the
          beginning of the earliest period for which retrospective
          application is practicable and that a corresponding
          adjustment be made to the opening balance of retained
          earnings for that period rather than being reported in an
          income statement. When it is impracticable to determine the
          cumulative effect of applying a change in accounting
          principle to all prior periods, SFAS #154 requires that the
          new accounting principle be applied as if it were adopted
          prospectively from the earliest date practicable. SFAS #154
          shall be effective for accounting changes and corrections of
          errors made in fiscal years beginning after December 15,
          2005. The adoption of this standard is not expected to have
          material effect on the Company's results of operations or
          financial position.


                                      F-8
<PAGE>

          In February 2006, the FASB issued SFAS #155, "Accounting for
          Certain Hybrid Financial Instruments, an amendment of FASB
          Statements #133 and #140." This statement permits fair value
          re-measurement for any hybrid financial instrument that
          contains an embedded derivative that otherwise would require
          bifurcation. It establishes a requirement to evaluate
          interests in securitized financial assets to identify
          interests that are freestanding derivatives or that are
          hybrid financial instruments that contain an embedded
          derivative requiring bifurcation. This statement is
          effective for all financial instruments acquired or issued
          after the beginning of an entity's first fiscal year that
          begins after September 15, 2006. The adoption of this
          standard is not expected to have material effect on the
          Company's results of operations or financial position.

          In March 2006, the FASB released statement #156, "Accounting
          for Servicing of Financial Assets, an amendment of FASB
          #140." SFAS #156 requires that all separately recognized
          servicing assets and liabilities in accordance with SFAS
          #140 be initially measured as fair value, if practicable.
          Furthermore, this standard permits, but does not require,
          fair value measurement for separately recognized servicing
          assets and liabilities in subsequent reporting periods. This
          statement is effective after the beginning of an entity's
          first fiscal year that begins after September 15, 2006. The
          adoption of this standard is not expected to have a material
          effect on the Company's results of operations of financial
          position.

NOTE 2    LIQUIDITY/GOING CONCERN

          The Company has accumulated losses through April 30, 2006
          amounting to $4,928,917 has minimal assets, and has a net
          working capital deficiency at April 30, 2006 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 organization and is expected to be announced
          late September 2006.


                                      F-9
<PAGE>

NOTE 3    INCOME TAXES

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

          Description               NOL Balance      Tax            Rate
          -----------------------   ---------------  -------------  ------

           Federal Income Tax       $4,928,917         1,675,832    34%

           Valuation allowance                       (1, 675,832)
                                                      ----------
                Deferred tax asset 4/30/06            $        0

          The allowance has increased $465,209 from $1,210,623 as
          of April 30, 2005.

NOTE 4    ISSUANCE OF STOCK

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

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

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

          As a result of this combination, the Company's capital
          structure changed. The surviving company had authorized
          10,000,000 shares of $0.10 par value preferred stock with
          no preferred shares issued and outstanding. Common stock
          authorized is 75,000,000, $0.004 par value. In the
          transaction, the Company's pre-reorganization 36,040,500
          shares of common stock were converted, one for one, into
          Chiropractic common shares. The pre-reorganization
          1,777,718 shares of common stock of Chiropractic were
          combined to make 37,818,218 common shares after
          recapitalization.

          On April 2, 2004, the Company issued 2,000,000 shares of
          preferred stock to a related party (which shares common
          ownership and management) for services, at par. The
          Company recorded the transaction at $200,000. The related
          party has been established to facilitate future
          investment in the Company. During the year ended April
          30, 2005 the Company converted the preferred shares into
          common shares.

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


                                      F-10
<PAGE>

<TABLE>
<CAPTION>
           # Shares    Issued to:                     Issued for:
          ---------    ---------------------------    ----------------------------------------
<S>                    <C>                            <C>
            500,000    Company officer/shareholder    Management services as per 2003 contract
             50,000    Individual                     Legal services
            750,000    Outside Professionals          Services
            650,000    Investor                       Cash contribution
            500,000    Creditor/Lender                Loan settlement
          ---------
          2,450,000    Total
</TABLE>

          The Company issued additional shares of common stock in
          the quarter to July 31, 2005, in the following manner.

<TABLE>
<CAPTION>
           # Shares    Issued to:                     Issued for:
          ---------    ---------------------------    ----------------------------------------
<S>                    <C>                            <C>
             25,000    Non-Executive Director         Directors Fees
</TABLE>

          The Company issued additional shares of common stock in
          the quarter to October 31, 2005, in the following manner.

<TABLE>
<CAPTION>
           # Shares    Issued to:                     Issued for:
          ---------    ---------------------------    ----------------------------------------
<S>                    <C>                            <C>
             50,000    Securities Company             Investor Relations & Fund Raising Services
</TABLE>

          The Company issued additional shares of common stock in
          the quarter to April 30, 2006, in the following manner.

<TABLE>
<CAPTION>
           # Shares    Issued to:                     Issued for:
          ---------    ---------------------------    ----------------------------------------
<S>                    <C>                            <C>
             25,000    Outside Professionals          Investor Relations & Marketing Services
            507,501    Investment Banking Firm        Commitment fee in relation to SEDA Funding
             17,499    Securities Company             Placement Agent Fee re SEDA Funding
             58,928    Outside Professionals          Investor Relations & Marketing Services
             11,607    Individual                     Investor Relations & Marketing Services
          ---------
            620,535    Total
</TABLE>

NOTE 5    PROPERTY

          Property consists primarily of computer equipment with
          the original cost of $64,742. Accumulated depreciation
          through April 30, 2006, is $51,008. Depreciation expense
          for the year ended April 30, 2006 and 2005 was $10,642 and
          $20,614, respectively.

NOTE 6    RELATED PARTY PAYABLE

          Shareholders have advanced money to the Company in the
          amount of $1,595,398 for the purpose paying operating
          expenses and providing working capital. The outstanding
          balance is unsecured, non- interest bearing and payable
          on demand.


                                      F-11
<PAGE>

NOTE 7    LEASES

          The Company has two remaining offices leases, one in
          Australia and one in the USA. The Sydney office was
          closed mid-2005 and the Marina del Rey office was closed
          in January 2006.

<TABLE>
<CAPTION>
          Location         Square Feet     Annual Payments    Other terms
          -------------    -----------     ---------------    -----------
<S>                        <C>             <C>                <C>
          Brisbane                3,337    $        60,480    Through February 2007
          San Diego, CA    Shared space              2,500    Renewable quarterly
                                           $        62,980
</TABLE>

          Rent expense includes car parking and various other
          miscellaneous related office expenses. For the year
          ended April 30, 2006 the expense was $106,285.

          Table of minimum lease payments for the next five years
          ending April 30 :

              2007     2008     2009     2010    2011
              ----     ----     ----     ----    ----
           $50,400       --       --       --      --

NOTE 8    STOCK OPTIONS

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

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

          As part of the agreed compensation with Non-executive
          Directors, options have been granted as follows :

<TABLE>
<CAPTION>
                                                            Mkt Price
                         Date          No. of    Exercise   on Grant     Compensation  Date Appointed
          Director       Granted       Options   Price      Date         Expense       as Director
          --------       -------       -------   --------   ---------    -------       -----------
<S>                      <C>           <C>       <C>        <C>          <C>           <C>
          T. Tappenden   1 Sep 2004    20,000    $0.05      $3.00        $59,000       9 May 2003
          T. Tappenden   1 Mar 2005    20,000    $0.05      $3.00        $59,000
          T. Tappenden   1 Sep 2005    20,000    $0.05      $0.55        $10,000
          T. Tappenden   1 Mar 2006    20,000    $0.05      $0.58        $10,600
          A. Boyd        18 Nov 2005   50,000    $0.50      $0.25        NIL           18 May 2005
</TABLE>


                                      F-12
<PAGE>

          Changes in stock options for the year ended April 30,
          2006 and 2005 is as follows:

                                                                   Weighted
                                                                    Average
                                                                   Exercise
          2006:                                           Shares      Price
                                                       ---------   --------

           Granted                                        90,000      $0.16

           Exercised                                           0       0.00

           Forfeited/expired                                   0       0.00

           Outstanding @ 4/30/06                       6,930,000       0.50

           Exercisable                                 3,380,000       0.49


                                                                   Weighted
                                                                    Average
                                                                   Exercise
          2005:                                           Shares      Price
                                                       ---------   --------

          Granted                                         40,000      $0.05

          Exercised                                            0       0.00

          Forfeited/expired                                    0       0.00

          Outstanding @ 4/30/05                        6,840,000       0.50

          Exercisable                                  1,665,000       0.49


                                      F-13
<PAGE>

NOTE 9    PRIOR PERIOD ADJUSTMENTS

          During the review of accounts for fiscal year 2006, the
          Company realized that the options granted to a
          non-executive Director for the fiscal year 2005 and
          shown above in Note 8 had not been accounted for.

          The company has adjusted the appropriate expense account
          and "additional paid in capital" for fiscal 2005 accordingly.

          The amended Accounts as at April 30, 2005 are as follows:

          ----------------------------------------------------------------------
          Account                                As originally          Restated
                                                 stated
          ----------------------------------------------------------------------
          Directors Expense/General and
          Administrative                         NIL                  $  118,000
          ----------------------------------------------------------------------
          Net Loss for Year                      -$1,735,358         -$1,853,358
          ----------------------------------------------------------------------

          ----------------------------------------------------------------------
          Accumulated Deficit                    -$3,560,656         -$3,678,656
          ----------------------------------------------------------------------
          Additional Paid-In Capital              $1,083,024          $1,201,024
          ----------------------------------------------------------------------

NOTE 10   FINANCING

          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.

NOTE 11   SUBSEQUENT EVENTS

          On April 24, 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., subject to completion of due diligence.


                                      F-14
<PAGE>

          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.

          During May 2006 visionGATEWAY completed a short term loan
          agreement with a group of Australian investors to loan the
          company up to AUD$650,000 to specifically facilitate the
          commencement of the acquisitions of eBanx and Centile and to
          assist with aspects of working capital. Access to the
          initial drawdowns of these funds began to be available
          during June 2006.


          visionGATEWAY also announced during June and July intentions
          to acquire Centile of UK and France, and Saturn IQ of UK.
          These discussions are still proceeding.

          The Company issued additional shares of common stock
          subsequent to April 30, 2006 in the following manner and
          totaling :


          # Shares     Issued to:                  Issued for:
          ----------------------------------------------------------------------
          162,640      Outside Professionals       Investor Relations &
                                                   Marketing Services


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