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UNITED STATES
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
For July 20, 2006
VISIONGATEWAY, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-30499 90-0015691
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
12707 High Bluff Drive, Suite 200, San Diego, California 92130
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (858) 794-1416
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(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 (see General Instruction A.2. below):
|_| 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))
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ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS.
On July 5, 2006, visionGATEWAY, Inc. entered into a Heads of Terms with
Saturn IQ plc of the UK relating to the acquisition of the business of Saturn IQ
plc and its innovative super fast encryption and media protection technology by
visionGATEWAY, Inc. The transaction will, for the first time, bring together
management of internet resources, delivery of media, messages and VoIP and
cutting-edge protection technologies in a unique combined offering to the global
IT and Telecom markets. The acquisition adds both revenue-generating customers
and a specialized security component to visionGATEWAY's expanding product suite.
The acquisition is expected to be completed within the next 60 days, after which
time Saturn IQ will become a wholly owned subsidiary of visionGATEWAY. The
acquisition is the next step of a rapid global expansion programme that will see
visionGATEWAY increase its presence in North America, Asia, the UK and Europe.
Saturn IQ is a holding company, incorporating IPROOF LTD, DESPATCHBOX LTD and
SATURN SOFTWARE DEVELOPMENTS LTD. Saturn IQ owns 100% of each of these
companies. The Intellectual Property Rights (IPR) of all subsidiary companies is
held by Saturn IQ plc.
Saturn IQ has an established secure messaging product, IQ Confidential. IQ
Confidential is a closed environment, secure email and file sharing application
where all messages and documents are encrypted at all times. It does not use
standard internet delivery protocols and therefore avoids all of the standard
internet problems - such as multiple copies left on email gateways, spam,
viruses, spoofing and phishing. It is sold as a product or service depending on
customer size and desired application. IQ Confidential has particular
application as a Summit or Event based messaging and collaborative tool. Saturn
has a development programme that will allow it to compete in markets such as
Police, Health, Banking, Government and Military, which require very high
security.
In addition to IQ Confidential, Saturn IQ has developed a totally new modular
concept in protection technology comprising unique integrated encryption,
digital rights management, and digital fingerprint technology. Saturn IQ's super
fast encryption has demonstrated high strength streaming protection above 200
Mb/s on standard PCs and has immediate applications in the music, digital cinema
film, video, and games distribution sectors.
A Press Release will be made today.
FORWARD-LOOKING STATEMENTS
Statements made in this Form 8-K, 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.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of businesses to be acquired.
Financial Statements will be forthcoming when a formal agreement is
executed.
(b) Pro Forma financial information.
None.
(c) Exhibits
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
visionGATEWAY, Inc.
/s/ Michael Emerson
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Michael Emerson
Chief Executive Officer