visionGATEWAY visionGATEWAY, Inc.
Los Angeles Office
4134 Del Rey Avenue
Marina Del Rey, CA 90292
Distributors of USA
INTERScepter phone - + 1-310-754-3466
empowering internet management fax - + 1-310-754-4010
....Internet Resource Management &
Security Solutions...
www.visiongateway.net
November 1, 2005
Ms. Linda Van Doorn,
Senior Assistant Chief Accountant,
Division of Corporation Finance,
United States Securities and Exchange Commission,
100 F Street N.E.,
Washington, D.C. 20549
Attention: Mr. James Webster
Dear Ms. Van Doorn,
RE: visionGATEWAY, Inc.
Form 10-KSB for the year ended April 30, 2005
Filed September 13, 2005
File No. 0-30499
I refer to our discussions with Mr. James Webster and his fax of October 31,
2005 containing a copy of your letter of September 26, 2005 in relation to a
review of our filing. As mentioned in my fax to Mr. Webster also of October
31, 2005, your original letter had been sent and faxed to our San Diego office
address. Unfortunately it was not passed on to my office here in a timely
fashion - this situation has now been rectified. I apologize for this and
have arranged for this response to be prepared and sent back to you.
We appreciate the review and your assistance to ensure we meet fully with your
requirements. Our responses to your comments have also been reviewed by our
auditors who had reviewed the Form 10-KSB filing.
In relation to your specific review comments we have outlined our responses
below :
1. Consolidated Statement of Operations, page F-2
Calculation of Loss per Share for the fiscal year ended April 30, 2004. It
appears we have inadvertently used the total comprehensive loss as the
numerator in our calculation of earnings per share for the year ended April
30, 2004. The Loss per share should have been $(0.04) rather than $(0.03);
however this result is effected by the change to the average number of shares
as a result of review point 2 below. This calculation method has been
corrected for future filings.
2. Consolidated Statement of Stockholders' Deficit, Page F-3
Basis of accounting for recapitalization transactions. It appears we have
inadvertently recorded the recapitalization as of March 4, 2004 instead of
retroactively to the beginning of the earliest period presented. We have
adjusted this in our records. The effect on earnings per share is minimal as
outlined in the attachment 1.
3. Note 1 Organization and Summary of Significant Accounting
Policies, page F-6
Expensing of Research & Development Costs. Research and Development is
expensed as incurred. We confirm that this statement of accounting policy
will be included in future filings.
4. Note 6 Related Party Receivable, page F-10
Note 6 relates to related party payables. Based on APB 21 paragraph 11, the
note was issued solely for cash and no other right or privilege was exchanged,
therefore the note was recorded at fair market value or the cash received.
In responding to your comments, the company acknowledges 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.
I trust the above adequately explains the queries from your review. If there
is any aspect of this letter that needs clarification, please do not hesitate
to contact me directly on 310-754-3466 or through my e-mail address
emersonmf@visiongateway.net.
Regards,
/s/Michael Emerson
Michael Emerson
Chief Executive Officer
visionGATEWAY
Attachment 1 Adjusted Earnings per share and Weighted Average Share
Calculations
visionGATEWAY, Inc.
Including the accounts of its wholly owned subsidiaries
[A Development Stage Company]
Partial Consolidated Statements of Operations
For the Twelve Month Periods Ended April 30, 2005 & 2004 and
for the Period from Reactivation [November 30, 2001] through April 30, 2005
12 mths Reactivation Year
ended through Ended
April 30, 2005 April 30, 2005 April 30, 2004
Net Loss (1,735,358) (3,560,656) (1,181,050)
Figures after Review and changes
to timing of recapitalization
shares
Loss Per Share ($0.04) ($0.10) ($0.03)
========== ========== ==========
Weighted Average Shares
Outstanding 41,586,832 34,210,399 34,391,846
========== ========== ==========
Figures before Review and changes
to timing of recapitalization
shares
Loss Per Share ($0.04) ($0.11) ($0.04)
========== ========== ==========
Weighted Average Shares
Outstanding - pre review 41,586,831 33,081,327 33,051,272
========== ========== ==========