SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* STERNBERG MANFRED (Last) (First) (Middle) 701 NORTH POST OAK ROAD SUITE 630 (Street) HOUSTON TX 77024 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BLUEGATE CORP [ BGAT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 02/01/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								269,154	D
Common Stock								308,594	I	Corp.
Common Stock								50,000	I	L.P.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant	$0.5	02/01/2005		A		1,000,000		(2)	02/01/2010	Common	1,000,000	(3)	1,000,000	D
Warrant	$2	02/02/2005		A		275,000		06/02/2005	02/01/2010	Common	275,000	(3)	275,000	D
Warrant(1)	$1							06/02/2005	03/31/2008	Common	260,036		260,036	D
Warrant(1)	$1							06/02/2005	03/31/2008	Common	308,594		308,594	I	Corp.
Options(1)	$4.4							06/02/2005	(4)	Common	275,000		275,000	D
Series A Pfd.(1)	(5)							06/02/2005	01/01/2000	Common	215,450		215,450	I	L.P.
Option	(6)							06/02/2005	10/27/2007	Common	93,270		93,270	D
Convertible Notes(1)	$1							06/02/2005	01/01/2010	Common	34,000		34,000	D

Explanation of Responses:

1. These entries are for beneficial ownership disclosure only.

2. Options to acquire 50,000 shares were vested upon grant, and options to acquire an additional 50,000 shares will become vested every month thereafter until all options become vested on September 1, 2006.

3. These warrants were issued in connection with and in consideration of an employment without any additional consideration.

4. Options to acquire 125,000 of these shares expire on January 1, 2009, while options to acquire 150,000 of these shares expire on January 1, 2010.

5. Each share of this preferred stock is convertible into 11,698.75 shares of common stock.

6. This security is an option to acquire shares of Series A Convertible Preferred Stock, which in the aggregate are convertible into 93,270 shares of common stock. This entry is for beneficial ownership disclosure only.

Remarks:

This Form reflects shares issued after February 1, 2005 and reported in a Form 4 filed on April 4, 2005.

	/s/ Manfred Sternberg	06/01/2005
	** Signature of Reporting Person	Date
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