September 26, 2005


Mail Stop 4561

      VIA U.S. MAIL AND FAX (858) 794-1450

Martin G. Wotton
President
visionGATEWAY, Inc.
12707 High Bluff Drive
Suite 200
San Diego, CA  92130

Re:	visionGATEWAY, Inc.
	Form 10-KSB for the year ended April 30, 2005
      Filed September 13, 2005
      File No. 0-30499

Dear Mr. Wotton:

      We have reviewed your filing and have the following
comments.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.














Form 10-KSB

Financial Statements

Consolidated Statement of Operations, page F-2

1. Please clarify for us how you determined the Loss per Share for
the fiscal year ended April 30, 2004.  We would assume that Loss
per
Share would be the net loss, exclusive of any comprehensive income
or
loss per weighted average share outstanding.

Consolidated Statements of Stockholders` Deficit, page F-3

2. Please tell us how you determined that the recapitalization
transactions should be accounted for in 2004 and not retroactively
to
the beginning of the earliest period presented.  Please refer to
paragraph 54 of SFAS 128 and SAB Topic 4C.

Note 1  Organization and Summary of Significant Accounting
Policies,
page F-6

3. Please tell us and disclose in future filings your accounting
policy for how you expense research and development costs.

Note 6  Related Party Receivable, page F-10

4. Please clarify why you are not imputing interest on this
payable
in accordance with APB 21.


*    *    *    *


	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comment, please provide,
in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your amendment that keys your
response to our comments and provides any requested supplemental
information.  Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR.  Please understand that we
may have additional comments after reviewing your responses to our
comments.

      You may contact James Webster, Staff Accountant, at (202)
551-
3446 or me, at (202) 551-3498 if you have questions.

						Sincerely,



Linda Van Doorn
Senior Assistant Chief Accountant
visionGATEWAY, Inc.
September 26, 2005


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