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