SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
April 5, 2006
VISIONGATEWAY, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada 0-30499 90-0015691
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
12707 High Bluff Drive, Suite 200, San Diego, California 92130
(Address of principal executive offices) (Zip code)
(858) 794-1416
Registrant's telephone number, including area code:
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into Material Definitive Agreements.
On April 5, 2006, visionGateway, Inc., (the "Company") entered 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). For each share of Common Stock
purchased under the SEDA, Cornell will pay to the Company ninety-seven percent
(97%) of the lowest daily volume weighted average price of the Company's
Common Stock as quoted by Bloomberg, LP, during the five (5) consecutive
Trading Days after the date the Company provides an Advance Notice to Cornell
(as such terms are defined in the SEDA). Cornell will also retain six percent
(6%) of each advance under the SEDA. 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.
Item 3.02. Unregistered Sales of Equity Securities.
On April 5, 2006, in connection with the SEDA, the Company issued to
Cornell a commitment fee of Five Hundred Seven Thousand Five Hundred and One
(507,501) shares of Common Stock.
On April 5, 2006, pursuant to the Placement Agent Agreement, the Company
issued to Newbridge Securities Corporation a placement fee of Seventeen
Thousand Four Hundred Ninety Nine (17,499) shares of Common Stock.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibit No. Description:
Exhibit Description Location
Exhibit 10.1 Standby Equity Distribution Agreement, dated
as of April 5, 2006, by and between
visionGateway, Inc. and Cornell Capital
Partners, LP Provided herewith
Exhibit 10.2 Registration Rights Agreement, dated as of
April 5, 2006, by and between visionGateway,
Inc. and Cornell Capital Partners, LP Provided herewith
Exhibit 10.3 Placement Agent Agreement, dated as of April
5, 2006, by and among visionGateway, Inc.,
Cornell Capital Partners, LP and Newbridge
Securities Corporation, as placement agent Provided herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: April 6, 2006 visionGateway, Inc.
By: /s/ Michael Emerson
Name: Michael Emerson
Title: Chief Executive Officer