UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED January 31, 2006
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
Commission file number 0-30499
VISIONGATEWAY, INC.
(Exact name of Registrant as specified in its charter)
Nevada 90-0015691
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
12707 High Bluff Drive, Suite 200,
San Diego, California 92130
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (858) 794-1416
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes No
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
As of January 31, 2006 there were 42,268,218 shares of the registrant's
common stock outstanding.
Transitional Small Business Disclosure Format. Yes [ ]. No [x].
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
VISIONGATEWAY, INC.
FORM 10-QSB
FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2006
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheet at January 31, 2006
(unaudited) 3
Condensed Consolidated Statements of Operations (unaudited) 4
Condensed Consolidated Statements of Cash Flows (unaudited) 5
Notes to Condensed Consolidated Financial Statements
(unaudited) 6
Item 2. Management's Discussion and Analysis or Plan of Operations 9
Item 3. Controls and Procedures 19
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20
Item 3. Defaults Upon Senior Securities 20
Item 4. Submission of Matters to a Vote of Security Holders 20
Item 5. Other Information 20
Item 6. Exhibits and Reports on Form 8-K 21
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
visionGATEWAY, Inc.
Including the accounts of its wholly owned subsidiaries
[A Development Stage Company]
Condensed Consolidated Balance Sheet
January 31, 2006
Unaudited
ASSETS
Assets
Current Assets
Cash $ 7,941
----------
Total current assets 7,941
Equipment & Property (net) 11,447
Deposits 0
----------
Total Assets $ 19,388
==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities:
Current Liabilities:
Accounts payable $1,066,865
Bank Overdraft 3,474
Accrued liabilities 324,504
Related party payable 1,482,830
----------
Total Liabilities $2,877,673
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;
42,268,218 shares issued and outstanding 169,073
Additional paid-in capital 1,167,136
Deficit accumulated during the development stage (4,177,920)
Accumulated foreign currency translation
adjustment (16,574)
----------
Total Stockholders' Deficit (2,858,285)
----------
Total Liabilities and Stockholders' Deficit $ 19,388
==========
3
visionGATEWAY, Inc.
Including the accounts of its wholly owned subsidiaries
[A Development Stage Company]
Condensed Consolidated Statements of Operations
For the Three Month Periods Ended January 31, 2006 & 2005
3 mths ended 3 mths ended
January 31 January 31
2006 2005
Revenues $ 0 $ 0
Research & development 45,200 79,740
General & administrative expenses 109,191 261,058
----------- ------------
Operating loss (154,391) (340,798)
----------- ------------
Net Loss Before Income Taxes (154,391) (340,798)
Current Year Provision for Income Taxes 0 0
----------- ------------
Net Loss $ (154,391) $ (340,798)
=========== ============
Other Comprehensive Income
Unrealized gain(loss) on foreign
Currency translation (net of tax) (1,137) (7,201)
Total Comprehensive Income (Loss) (155,528) (347,999)
=========== ============
Loss Per Share basic and diluted $ (0.01) $ (0.01)
=========== ============
Weighted Average Shares Outstanding 42,268,218 42,268,218
=========== ============
4
visionGATEWAY, Inc.
Including the accounts of its wholly owned subsidiaries
[A Development Stage Company]
Condensed Consolidated Statements of Operations
For the Nine Month Periods Ended January 31, 2006 & 2005, and for the
Period from Reactivation [November 30, 2001] through January 31, 2006
9 mths ended 9 mths ended Reactivation
January 31 January 31 through
2006 2005 January 31, 2006
Unaudited Unaudited Unaudited
Revenues $ 0 $ 0 $ 53,406
Research & development 172,203 248,681 875,616
General & administrative expenses 445,061 942,005 3,355,710
------------ ----------- -----------
Operating loss (617,264) (1,190,686) (4,177,920)
------------ ----------- -----------
Net Loss Before Income Taxes (617,264) (1,190,686) (4,177,920)
Current Year Provision for Income Taxes 0 0 0
------------ ----------- -----------
Net Loss $ (617,264) $(1,190,686) $(4,177,920)
============ =========== ===========
Other Comprehensive Income
Unrealized gain(loss) on foreign
Currency translation (net of tax) 325 (15,263) (16,574)
Total Comprehensive Income (Loss) $ (616,939) $(1,205,949) $(4,194,494)
============ =========== ===========
Loss Per Share basic and diluted$ (0.01) $ (0.03) $ (0.12)
============ =========== ===========
Weighted Average Shares Outstanding 42,268,218 41,359,704 35,670,647
============ =========== ===========
5
visionGATEWAY, Inc.
[A Development Stage Company]
Condensed Consolidated Statements of Cash Flows
For the nine months Ended January 31, 2006 & 2005, and for the Period from
Reactivation [November 30, 2001] through January 31, 2006
9 mths ended 9 mths ended Reactivation
January 31 January 31 through
2006 2005 January 31, 2006
Unaudited Unaudited Unaudited
Cash Flows from Operating Activities
Net Loss $ (617,264) $(1,190,686) $(4,177,920)
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 8,019 15,246 47,188
Stock issued for services 0 (200,000) 371,000
Change in current assets 4,261 18,532 0
Increase in current liabilities 293,310 474,884 1,639,327
---------- ----------- -----------
Net Cash Used for Operating
Activities (311,674) (882,024) (2,120,405)
Cash Flows from Investing Activities
Purchase of property 0 (15,729) (58,635)
Cash Flows from Financing Activities
Proceeds from borrowing 319,146 709,851 1,482,830
Additional paid in Capital 0 200,000 720,725
---------- ----------- -----------
Net Cash Provided by Financing
Activities 319,146 909,851 2,203,555
Effect Of Exchange Rate on
cash and cash Equivalents 325 (15,263) (16,575)
Net Increase/(Decrease) in Cash 7,797 (3,165) 7,940
Beginning Cash Balance 143 3,424 0
---------- ----------- -----------
Ending Cash Balance $ 7,940 $ 259 $ 7,940
========== =========== ===========
Supplemental Disclosure of Cash
Flow Information:
Cash paid during the period for
interest 9,562 7,687 23,214
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
6
visionGATEWAY, Inc.
[A Development Stage Company]
Notes to Condensed Consolidated Financial Statements (unaudited)
January 31, 2006
NOTE 1 ORGANIZATION AND INTERIM FINANCIAL STATEMENTS
(a) Organization
visionGATEWAY, Inc. (the Company) was organized on September 13,
1999, as Peninsula Web Pages, Inc., under the laws of the State of
Nevada. It essentially became dormant until November 30, 2001,
when its name was changed to visionGATEWAY, Inc. and it acquired
two companies. The Company is now a holding company for the
software business now being organized in these two wholly owned
subsidiaries. Both subsidiaries are Australian corporations;
visionGATEWAY Pty Ltd, a distribution and marketing company, and
Software Innovisions Pty Ltd, a software development company. The
consolidated company is an Enterprise Software Solutions company
in the commercialization stage. It is currently growing its
planned principal operations, which is development, distribution,
and marketing of business software solutions for Internet Resource
Management. The accompanying financial statements include the
accounts of the Company as well as its wholly owned subsidiaries.
All intercompany transactions have been eliminated.
On March 4, 2004, the Company combined with Chiropractic 21
International, Inc., an inactive public Nevada corporation, for
the purpose of recapitalization. The combination is accounted for
as a reverse purchase.
The financial statements of the Company have been prepared in
accordance with U. S. generally accepted accounting principles.
The following summarizes the more significant of such policies:
(b) Interim financial statements
The accompanying condensed consolidated financial statements are
unaudited and have been prepared in accordance with generally
accepted accounting principles for interim financial information.
Accordingly, they do not include all of the information and
footnotes required by accounting principles for complete financial
statements generally accepted in the United States of America. In
the opinion of management, the accompanying consolidated financial
statements contain all adjustments, consisting of normal recurring
accruals, necessary for a fair presentation of our financial
position as of January 31, 2006 and 2005. There has not been any
change in the significant accounting policies of visionGATEWAY,
Inc. for the periods presented. The results of operations for the
nine months ended January 31, 2006 are not necessarily indicative
of the results for a full-year period. It is suggested that these
unaudited condensed consolidated financial statements be read in
conjunction with the consolidated financial statements and the
notes thereto included in the Company's Annual Report on Form 10-
KSB for the fiscal year ended April 30, 2005 filed with the
Securities and Exchange Commission (the "SEC").
(c) 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:
9 mths ending 9 mnths ending
January 31, 2006 January 31, 2005
Net loss, as reported $ (617,264) $ (1,190,686)
Compensation cost under fair
value-based accounting method,
net of tax - -
-------------- --------------
Net loss, pro forma (617,264) (1,190,686)
Net loss per share-basic and diluted:
As reported $ (0.01) $ (0.03)
Pro forma $ (0.01) $ (0.03)
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
0%; risk-free interest rate of 3% and expected lives of 3,650 days.
In December 2004, the FASB issued FASB SFAS No. 123 (revised 2004),
Share-Based Payment, which is a revision of SFAS No. 123, Accounting
for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion
No. 25, Accounting for Stock Issued to Employees, and amends SFAS
No. 95, Statement of Cash Flows. Generally, the approach in SFAS No.
123(R) is similar to the approach described in SFAS No. 123.
However, SFAS No. 123(R) requires all share-based payments to
employees, including grants of employee stock options, to be
recognized in the income statement based on their fair values. Pro
forma disclosure is no longer an alternative. The Company adopted
the new standard and it will be effective for the quarter beginning
February 1, 2006. The Company is currently evaluating to what extent
the entity's equity instruments will be used in the future for
employees services and the transition provisions of this standard;
therefore, the impact to the Company's financial statements of the
adoption of SFAS No. 123R cannot be predicted with certainty.
(d) Research & Development Costs
Expensing of Research & Development Costs. Research and
Development is expensed as incurred.
NOTE 2 LIQUIDITY/GOING CONCERN
The Company has accumulated losses through January 31, 2006
amounting to $4,177,920 has minimal assets, and has a net working
capital deficiency at January 31, 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 Investment Banking Groups in the
USA and through Aspen Capital Partners Limited the Company's major
shareholder in Australia.
8
Item 2. Management's Discussion and Analysis of Financial Condition
and Plan of Operations
Forward-Looking Statements
Statements made in this Form 10-QSB, particularly in this section, which are
not purely historical and statements preceded by, followed by or that include
the words "may," "could," "should," "expects," "projects," "anticipates,"
"believes," "estimates," "plans," "intends," "targets," or similar
expressions, are forward-looking statements with respect to the goals, plan
objectives, intentions, expectations, financial condition, results of
operations, future performance and business of the Company.
Forward-looking statements involve inherent risks and uncertainties, and may
be dependent upon important factors (many of which are beyond the Company's
control) that could cause actual results to differ materially from those set
forth in the forward-looking statements, including the following: general
economic or industry conditions, either nationally, internationally or in the
communities in which the Company conducts its business, changes in the
interest rate environment, legislation or regulatory requirements, conditions
of the securities markets, the Company's ability to raise capital, changes in
accounting principles, policies or guidelines, financial or political
instability, acts of war or terrorism, other economic, governmental,
regulatory and technical factors affecting the Company's operations, products,
services and prices.
Accordingly, results actually received may differ materially from results
expected in these statements. Forward-looking statements speak only as of the
date they were made. The Company does not undertake, and specifically
disclaims, any obligation to update any forward-looking statements to reflect
events or circumstances occurring after the date such statements were made.
Overview
Description of Business
visionGATEWAY is an Enterprise Solutions Development and Distribution
company with a focus on Internet Resource Management and Security. It is
accelerating its growth in key markets USA, UK, Australia, Asia, and
Europe.
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 iProof and NetIntelligence
in the UK, Patriot Techcorp in the USA, and now Centile in UK/France. The
arrangements visionGATEWAY has established with Centile, iProof and
NetIntelligence are the first of a series of worldwide distribution
agreements being facilitated by Alan Boyd, former head of acquisitions at
Microsoft and now a Director of the Company.
The Company's first product, INTERScepter TM, is an Internet Resource
Management solution. This product is 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 solution empowers managers to effectively control, schedule
and utilize costly Internet resources, while placing responsibility on
users to self manage and modify their Internet usage behavior.
visionGATEWAY's product innovation for its INTERScepter solution
continued with the release of the Linux platform version 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.
9
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. INTERScepter will be bundled with
Centile's product to provide the first fully "secure" VoIP solution
for the market. Details are available in our press release of
February 9, 2006.
o iProof a safe and secure email service 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 the enterprise.
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.
visionGATEWAY has ensured that the implementation of its business
strategy is well prepared and ready for immediate growth.
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.
The benefit of the Company's product to its customers is based upon
improving productivity and reducing costs through the use of its software
tools.
The three primary industry segments for INTERScepter TM at present are:
10
1. Education. INTERScepter TM was originally developed for the
education environment to meter and cost control Internet usage by
students and staff. It contains tailored functionality around the
volume of Internet use, the type of Internet usage and functionality
for improved learning in lecture and classroom activities.
INTERScepter TM can reduce Internet cost and bandwidth usage; it can
allocate costs to cost centers and allow students to be charged
correctly according to their own personal use beyond base level
quotas. Through its access policy facilities, it allows teachers to
"regain control of the classroom" without having to revert to the IT
department.
2. Government. INTERScepter TM allows government agencies to record
Internet traffic, the type of usage made and allows costs to be
allocated against the proper budget. In the Company's opinion,
significant benefits can be achieved through implementing Internet
policy by use of the INTERScepterTM software. It provides the means
to self manage the use of the Internet as well as reducing direct
Internet and bandwidth costs.
3. Private Enterprise. Businesses have a need to maximize
productivity to achieve better performance to stakeholders through a
combination in top line performance or bottom line cost reduction.
The product allows for both outcomes and can be focused on a
particular business objective or a series of them as required. It
benefits the business with a growth agenda or one that is looking to
streamline costs.
The Company has an international presence. Its core software research
and development team is based in Brisbane, Australia in conjunction with the
Australia/Asia office for marketing and distribution. The Company's
registered office is located in San Diego, California. Sales and marketing
activities have commenced in United Kingdom through the Company's new
distribution and channel partners these will begin to show results in the
first half of 2006. Currently, the Company is in the relationship-
building/partnership phase for marketing and sales activities through product
bundling for Western Europe and China, particularly in the area of
telecommunications. Major emphasis is concurrently being placed on driving the
major strategic partnerships and sales channels that have been put in place in
the USA, UK and Australia/New Zealand.
Sales and Marketing
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 and 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 recurring
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 partnerships, large technology resellers and niche
technology firms. Additionally, the Company has set a price point and payment
model that we believe encourages product trial and sale. This product
distribution business model also facilitates further growth through the
introduction of complementary products in the future.
With the introduction of INTERScepter for the Home and SOHO (Small
Office Home Office) markets, there will be opportunities to OEM this product
through communications systems manufacturers as well as Telcos and ISP's.
The majority of the Company's revenues will come from product
licenses. As described above, the Company's first product is the INTERScepter
software tool. 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.
11
In the U.S. and the UK, the Company has worked with a number of partners to
assist in the development of opportunities in all segments. They have also
assisted the Company to build a distribution and reseller network. In addition
the Company has completed major distribution arrangements. One of these is
with Avnet Partner Solutions, a division of the $4.35 billion Avnet Technology
Solutions operating group of Avnet, Inc. (NYSE: AVT). This arrangement now
covers North America, UK and Australia/New Zealand. With the Company's
expansion into Europe, Avnet's Reseller Partners are being solicited in those
areas to distribute a bundled solution. Avnet Partner Solutions has
incentivised its Business Development Managers to sign resellers as channel
partners and help them drive customer sales. As a result of this activity
the Company is currently negotiating with a number of new channel partners
across all regions.
As a result of these channel partner activities, the Company has end user
opportunities that are being pursued across the U.S. and UK with a number of
Universities, Educational institutions, Government Departments, and Corporate
enterprises. Within the corporate sector particular emphasis has been placed
on the Financial Services market segment which has business issues in relation
to compliance and security, which the visionGATEWAY products provide an ideal
solution. With the introduction of the latest version of INTERScepter, new
opportunities will be pursued in the SMB market in conjunction with partners
who specialize in that segment of the market.
Pricing for INTERScepter TM is currently based around a three year contract
License Pack followed by an ongoing Update Pack. In the three year license
contract, 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.
Standard 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 to
manage Internet resources.
Internet Resource Management "(IRM)" is the Company's approach to helping
organizations maximize their return on investment in Internet services. Unlike
simple content filtering solutions, IRM calls for a more holistic approach to
understanding and managing the constellation of Internet resources in any
organization.
Most organizations lack a comprehensive understanding of what Internet
resources are being used and how, making it all but impossible to ensure they
are being used productively, or to predict or plan for their growth. With IRM,
an organization can monitor and report usage, set and enforce policies, and
improve productivity.
Competition
The Company does not believe that it has any direct competition with
respect to its INTERScepter TM software program and it is not aware of any
competitor offering the same complete solution with the full elements of the
software for sale.
There is, however, substantial indirect competition from products which
address issues of immediate concern to clients such as Internet security and
violation of web resources. These products address "bad behavior" on network
usage. Policing activities tend, however, to intimidate users and bad behavior
goes underground and re-offending will generally occur. INTERScepter assists
staff to police their own behavior and guides them to do what is more
efficient for the Company.
12
Competition is also realized from filtering software. Filters eliminate
offending materials from the web but the INTERScepter 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.
The Company has been augmenting its positioning in the market by adding to
the INTERScepter IRM platform with other synergistic products that add further
depth of functionality particularly as it relates to security and compliance.
Sources and availability of raw materials and the names of principal suppliers
The Company is a producer and distributor of software solutions 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. The Company has strategic partnerships with Avnet
Partner Solutions across three countries to distribute INTERScepter,
pre-installed on IBM hardware, through that company's reseller channels. When
the funding currently being sought is in place, these partnerships can be used
to rapidly drive core sales growth.
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. The
Company is dependent on its trademark for INTERScepter to distinguish its
software from other products in the market and to create a market identity for
its product. Patents are under consideration for the next generation 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.
13
Effect of existing or probable governmental regulations on the business
At the present time, based on the Company's business as now conducted,
direct governmental regulation of its business is not anticipated.
The Company is, however, subject to the Sarbanes-Oxley Act in the conduct
of its business as follows:
Sarbanes-Oxley Act
On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of
2002. This Act imposes a wide variety of new regulatory requirements on
publicly-held companies and their insiders. Many of these requirements will
affect the Company.
The Sarbanes-Oxley Act has required the Company to review its current
procedures and policies to determine whether they comply with the
Sarbanes-Oxley Act and the new regulations promulgated thereunder. The Company
will continue to monitor its compliance with all future regulations that are
adopted under the Sarbanes-Oxley Act and it will take whatever actions are
necessary to ensure that it is in compliance.
This Act may also result in higher operating costs to comply as well as
higher professional fees.
The estimated amount of capital spent during each of the last two fiscal years
on research and development activities, and the extent to which the cost of
such activities are borne directly by its customers
The estimated amount spent on research and development in the last two
fiscal years was over $550,000. Research and Development expenditure is
currently running at an annual rate of just under $250,000 based on the
January quarter. 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 January 31, 2006, the total number of employees of the Company is
less than ten full-time employees as operations were scaled back until the
current funding being finalized is in place. The Company also uses the
services of part-time employees or contract service employees in the areas of
product development, accounting and sales functions as required. Over the
course of calendar 2006 the Company anticipates that it will be increasing its
full-time work force to 20 as needed to support its proposed growth, however
this is dependent on future sales prospects as well as the availability and
timing of new capital funding.
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.
14
Management's Discussion and Analysis of recent activity and Plan of Operation
The following discussion should be reviewed in conjunction with our
consolidated financial statements and the related notes and other financial
information appearing elsewhere in this report. In addition to historical
information, the following discussion and other parts of this document contain
forward-looking information that involves risks and uncertainties. Please
refer to the section entitled "Forward-Looking Statements" at the beginning of
Item 2 of this Form 10-QSB.
The January quarter was one of consolidation in anticipation of new funding
being finalized by end March 2006. This resulted in a cut back in
expenditures compared to previous quarters. The Company focused on growing
our partnerships in the USA and UK with the focus on leveraging from the new
distribution arrangements with Avnet as outlined above as well as promoting
the company and product in key market segments, particularly higher education,
Financial Services and SMB's. A key focus from a development perspective
has been the completion of the first phase of INTERScepter Version 3. This
has seen the release on the INTERScepter Home/SOHO version which is being
presented to distributors and communications systems manufacturers for OEM
opportunities. The quarter also saw the introduction of new products through
third party partnerships, focused on internet security and compliance, and
more recently Voice over IP (VoIP).
Plan of Operation
Funding
The visionGATEWAY business over the last two years has focused on product
development and building its market positioning, presence and global
distribution channels. In the last twelve months, the key aspects of
expenditure have been:
* Building reseller networks and client opportunities through its US
base and through the key distribution arrangements such as with
Avnet;
* Restructuring the channels in Australia, New Zealand and Asia;
* Opening new channels in the UK through Avnet and our new board
member, Alan Boyd;
* Finding and evaluating synergistic 3rd party products to bring to
the distribution mix;
* Development of INTERScepter version 2 with significant enhancements
in functionality and a new underlying platform in Linux for the
iGateway component of the product; and
* Development of INTERScepter version 3 to address the Home and SOHO
markets.
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 January 2006, visionGATEWAY has been able to
acquire investment and loan funds for working capital of approximately
US$700,000 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 sales and investor efforts in U.S., UK
and Australia/New Zealand.
The Company is nearing completion of funding for working capital to meet the
key short term requirements of activating the distribution channels and
related outsourced sales force in the U.S., ramping up the U.S. operational
presence, commencing New Zealand and UK distribution, and providing additional
working capital for specific revenue related development projects. This first
tranche of
15
funding is to be linked to a main round of funding that is anticipated to
close within the next three months, to provide additional working capital for
next stage growth in global markets and potential acquisition of synergistic
companies. Any delay in obtaining the larger amounts of funding outlined above
does not effect existing day-to-day operations that are funded by existing
investors. Any delay in the receipt of these larger funding tranches would
have the effect of delaying the next stage growth strategies that have been
planned. These fund raising activities are currently underway in conjunction
with US based investment banking firms and Australian investor groups.
The Company anticipates that sales revenue will commence in the first half
of calendar 2006 in the U.S., Australia/New Zealand and UK markets, once key
strategic distribution arrangements, such as those with Avnet Partner
Solutions, become fully operational and initial funding is in place.
Research & Development
Over the last eighteen months, the R&D division was revamped and specific
R&D plans incorporated. This was enhanced with the opening of the Company's
new R&D Center in Brisbane during February 2004. The first component of this
has been version 2.0 ("V2") of INTERScepter . V2 is now used by all clients
and resellers in Australia, USA and UK. V2 provides enhanced sales potential
in the Company's growing market place.
As a result of global exposure to the Company's 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. These will include
modules provided by the Company as well as specialist modules from third
parties such as:
* Whole of network traffic monitoring and analysis tools;
* Facilities to monitor, control and charge Internet traffic over
wi-fi networks as well as mobile telephony (including PDA's with
phones);
* Facilities to monitor, control and charge VOIP traffic;
* Specialist content review modules as "plug-ins"; and
* Process improvement tools e.g. video conferencing - a strategic
cooperative marketing alliance with a Texas based company is
currently being finalized.
The second key component of Development is INTERScepter version 3. This
version will not only address the Home and SOHO markets, but also provide
database independence and significant technological advantages. We have now
formally announced our new INTERScepter Home product that provides full
internet control and management to the home/small business user. This has
resulted in real interest from communications manufacturers. We have the
solution loaded on a chip inside a Cable/DSL Router. We have begun to
arrange appointments to introduce this solution around telecommunication
manufacturers as well as Telcos and ISP's on 3 continents.
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.
INTERScepter can also be integrated into Bundled Solutions
* iNTERNET TRACKER INTERScepter plus Billing Solution for Higher
Education market
* Teleport Vision - Internet based security camera control
solution
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In line with this strategy we have just established new joint distributor
arrangements with iProof and NetIntelligence of UK for their suite of Internet
Security products; and Centile for their VoIP Intra Switch.
The technology of INTERScepter enables visionGATEWAY to build and leverage a
number of strategic technology alliances. These can be categorized as
follows :
o Core components
* Linux operating system
* Database systems - MS, IBM, Oracle, etc
* Client workstations MS, Linux/Novell, Apple
* Terminal Services MS, Citrix
* User Authentication MS, Novell, etc
o Hardware/Networking
* Servers IBM, Intel, HP
* Wi-Fi various technology and solution providers
o Specialist devices
* IP based video conferencing
* IP based Security cameras
* Voice Over IP (VOIP)
o Specialist software plug-ins
* Filters
* Whole of network bandwidth management
* Spam management
* E-mail content checking
* IM content checking
o Telcos and ISP's differentiate data lines with management tool
Business Strategy
The strategy to be adopted for the development of a strong, sustainable
market for these products across key global markets incorporates a number of
elements including:
* The continuing development or acquisition of innovative technology
products providing business solutions to the market;
* The strengthening of a global market presence, a clear corporate and
product identity, branding, and wide promotion of the brand(s); and
* The growth of distribution channels through resellers and OEM's with
strong dedicated sales teams to directly market the products to
their own existing and potential clients.
These proposals and initiatives are integral components of a co-coordinated
marketing strategy designed to exploit the identified key market segments and
distribution channels to maximize the potential for the successful and
profitable distribution of the products globally.
The "visionGATEWAY Global Distribution Network" (VGDN) is a key component of
our corporate strategy. We will be able to utilize our US market listing to
facilitate the funding that will be necessary to grow the VGDN to the extent
and potential we believe is appropriate. As part of the evaluation as to how
we implement this strategy, we have been determining the most appropriate
corporate structures that will easily complement the strategy.
17
Alan Boyd, a VGWA Director, has a long experience in product acquisition,
which he headed at Microsoft for many years, and he envisions that a Global
Distribution Network can be built to feed off products that we can jointly
source. Similarly, products from other geographic regions including those
developed by visionGATEWAY can also be fed into the network.
From his perspective, visionGATEWAY can be an integral part of this network
since VGWA is keen to have its own developed products introduced into many
markets, and we are equally keen to populate our own distribution channels
with licensed or sourced products. We believe that if we were to continue the
development of the VGDN in conjunction with Alan Boyd, leveraging his
reputation to head the product sourcing then we believe a number of things
would happen including:
* enhanced interest from other distributors to join the network;
* product developers have a proven distribution channel;
* investors have an attractive and diverse investment opportunity.
visionGATEWAY is ideally placed to become the central company in the network
'franchise' with its existing distribution into three major markets, an OTCBB
listing and currently in fundraising mode.
Our external advisors believe our sector is poised for substantial growth.
They further say that it's a good time to be an emerging provider that
secures, controls and optimizes internal business networks. There is a
recognized and growing demand for non-obtrusive, wire-speed solutions for
compliance, internal network protection, and application optimization. They
say that our solution tool appears to be particularly suited to highly
regulated, compliance-driven industries that have high bars for end-user
control, security and policy-based solutions.
Distribution and Marketing
Current Sites INTERScepter is has been installed in 35 sites covering
over 5,000 workstations and 50,000 users in Australia, New Zealand, U.S.A., UK
and Malaysia.
Significant New Distribution and Business Development initiatives are
underway in U.S., UK and Australia/New Zealand, in conjunction with our
strategic partnerships and as new investor funding begins to flow. In
conjunction with this funding the Company would commence a recruitment
campaign for new Business Development and Pre-Sales Technical staff across the
regions to support the strategic partnerships that have been and are being
completed.
The Company has also been promoting itself in the marketplace, initially
with a focus on Higher Education, to leverage from its origins and also from
its partnerships. More recently this has been augmented by a focus on the
financial services sector, telecommunications (particularly ISP's) and SMB's
in conjunction with the enhanced suite of products we have brought in to meet
immediate business needs. The latest version of INTERScepter for the
Home/SOHO markets will enable us to further utilize and build strategic
partnerships to tackle these markets.
The Company now has established a number of channel partners in the U.S. and
UK, however they are not yet very active, as we await funding to staff up to
drive sales from these partnerships. They provide a good spread over
Education, Government and Corporate markets.
Activities in the Australasia region have been enhanced with the completion of
the distribution agreement for that region with VAD of New Zealand.
The key component of the Avnet arrangement is to take INTERScepter on
board in an "appliance" model variation where INTERScepter 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. There has also been an arrangement established with IBM to
provide our R&D Center with equipment to facilitate the porting of the
INTERScepter solution to the IBM OpenPower series of servers. This will be
completed by mid 2006.
18
Item 3. Controls and Procedures
Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we
conducted an evaluation of our disclosure controls and procedures, as such
term is defined under Rule 13a-15(e) promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, our
principal executive officer and our principal financial officer concluded that
our disclosure controls and procedures were effective as of the end of the
period covered by this quarterly report.
19
Part II OTHER INFORMATION
Item 1. Legal Proceedings
At January 31, 2006 there were no material legal proceedings pending against
the Company and to the knowledge of management, no federal, state or local
governmental agency is presently contemplating any such proceedings against
the Company or any of its affiliates.
No director, executive officer or affiliates of the Company or any owner of
five percent (5%) or more of the Company's common stock is an adverse party to
any action against the Company or its affiliates or otherwise has a material
interest adverse to the Company or any of its affiliates.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
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Item 6. Exhibits and Reports on Form 8-K
(a). Exhibits
2.1(1) Agreement and Plan of Reorganization, dated February 27, 2004, by
and among Chiropractic, Vision Nv, and the stockholders of Vision
Nv.
2.2(1) Addendum to the Agreement and Plan of Reorganization, dated February
27, 2004.
3.1(2) Articles of Incorporation
3.2(2) Bylaws of Chiropractic 21 International, Inc.
3.3(2) Certificate of Amendment to Articles of Incorporation dated
September 23, 1970.
3.4(2) Certificate of Amendment to Articles of Incorporation dated October
29, 1970.
3.5(2) Certificate of Amendment to Articles of Incorporation dated October
6, 1972.
3.6(2) Certificate of Amendment to Articles of Incorporation dated November
4, 1980.
3.7(2) Certificate of Amendment to Articles of Incorporation dated July 15,
1983.
3.8(2) Certificate of Amendment to Articles of Incorporation dated December
29, 1999.
10.1(3) Lease, dated February 15, 2004 by and between vision Gateway Pty Ltd
and Masinello Holdings Pty Ltd.
10.2(3) HQ Global Workplaces Virtual Office Program Service Agreement, dated
December 1, 2003 by and between the visionGATEWAY, Inc. and HQ
Global Workplaces, Inc.
10.4(3) Buy/Sell Agreement, dated May 14, 2004, by and between
visionGATEWAY, Inc. and AVNET, INC.
10.5(3) Letter Agreement regarding Management Services by and between
visionGATEWAY, Inc. and Aspen Capital Partners Pty Ltd.
10.6(3) Letter Agreement regarding Agent and Consulting Arrangements by and
between visionGATEWAY, Inc. and Aspen Capital Partners Pty Ltd.
10.7(3) Letter Agreement regarding Employment of Michael Emerson by and
between visionGATEWAY, Inc., Michael Emerson and MICEL Pty Ltd.
10.8(3) Letter Agreement regarding Agent and Consulting Arrangements by and
between visionGATEWAY, Inc. and MICEL Pty Ltd.
24.1 Power of Attorney (see signature page)
31.1 Certification by Michael Emerson, required by Rule 13a-14(a) or Rule
15d-14(a) of the Exchange Act, promulgated pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
31.2 Certification by Martin G. Wotton, required by Rule 13a-14(a) or
Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification by Michael Emerson, required by Rule 13a-14(b) or Rule
15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of
Title 18 of the United States Code, promulgated pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification by Martin G. Wotton, required by Rule 13a-14(b) or
Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of
Title 18 of the United States Code, promulgated pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
(1) Incorporated by reference to 8-K12G3 filed with the Securities and
Exchange Commission on April 7, 2004.
(2) Incorporated by reference to 10-SB filed with the Securities and Exchange
Commission on April 28, 2000.
(3) Incorporated by reference to 10-KSB filed with the Securities and Exchange
Commission on August 19, 2004.
(b) Reports on Form 8-K
We have furnished to the SEC one report on Form 8-K during the quarter ended
January 31, 2006.
December 22, 2005 Update on Activities and Initial Forecasts for 2006.
21
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
VISIONGATEWAY, INC.
By:/s/Michael F. Emerson
Michael F. Emerson
Chief Executive Officer
Date: March 22, 2006
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