U. S. SECURITIES AND
(Check One): EXCHANGE COMMISSION
|X| Form 10-K and Form 10-KSB WASHINGTON, D.C. 20549
|_| Form 20-F
|_| Form 11-K FORM 12b-25
|_| Form 10-Q and Form 10-QSB
|_| Form N-SAR NOTIFICATION OF LATE FILING
For Period Ended: April 30, 2006
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended: ________________________
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
- --------------------------------------------------------------------------------
Part I - Registrant Information
visionGATEWAY, INC.
Full Name of Registrant
12707 High Bluff Drive, Suite 200
San Diego, California 92130
Address of Principal Executive Office
- --------------------------------------------------------------------------------
Part II - Rules 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be
|X| filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
1
Part III - Narrative
State below in reasonable detail the reason why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and 10-QSB, N-SAR or the transition report portion thereof,
could not be filed within the prescribed time period.
The Company is in the process of finalizing financial information for its
various entities, all having different quarter-end and year-end dates, with both
United States and Australian accountants. In addition, the Company is finalizing
three acquisitions that have been reported under recent Form 8K filings.
Accordingly, the Company will be unable to file its 10K-SB by the required
filing date, without unreasonable effort or expense.
- --------------------------------------------------------------------------------
Part IV-- Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
Michael Emerson (858) 794-1416
Vice President and Chief Executive Officer
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s). |X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof? |_| Yes |X| No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
2
Signature
visionGATEWAY, INC.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: July 28, 2006 By: /s/ Michael Emerson
------------------------------------------
Michael Emerson,
Vice President and Chief Executive Officer
3