SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        SCHEDULE 13D Amendment Number 2

                    Under the Securities Exchange Act of 1934

                              Bluegate Corporation
                                (Name of Issuer)

                         Common Stock, par value $0.001
                         (Title of Class of Securities)

                                  09623A-10-5
                                 (CUSIP Number)

           Manfred Sternberg 701 N. Post Oak Rd., Suite 600, Houston,
                          Texas 77024, (713) 686-1100
            (Name, Address, and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                  July 18, 2007
            (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.     [ ]

NOTE:  Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240,13d-7(b) for other
parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).



CUSIP No. 09623A-10-5                                                Page 2 of 6

This schedule is being filed to reflect the current name of registrant, the
current CUSIP of the registrant, and to reflect a reverse stock split.

(1)  Name of Reporting Person and IRS Identification No. of Above Person:

                                Manfred Sternberg

(2)  Check the Appropriate Box if a Member of a Group (See Instructions).

                                                                       (a)   [ ]
                                                                       (b)   [ ]

(3)  SEC Use Only

(4)  Source of Funds (See Instructions)

                                       PF

(5)  Check if Disclosure of Legal Proceedings
     is Required Pursuant to Items 2(d) or 2(e).                             [ ]

(6)  Citizenship or Place of Organization

                            United States of America

Number     (7) Sole Voting Power
of                                  6,668,275
Shares
Bene-
ficially   (8) Shared Voting Power
Owned                                 -0-
by
Each
Report-    (9) Sole Dispositive Power
ing                                 6,668,275
Person
With:
          (10) Shared Dispositive Power
                                      -0-

(11) Aggregate Amount Owned by Each Reporting Person
                                    6,668,275

(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
     (See Instructions)
                                                                             [ ]



CUSIP No. 09623A-10-5                                                Page 3 of 6

(13) Percent of Class Represented by Amount in Row (11)
                                      34%

(14) Type of Reporting Person
                                       IN



CUSIP No. 09623A-10-5                                                Page 4 of 6

ITEM 1     Security and Issuer

     This Schedule 13D is being filed with respect to shares of common stock,
par value $0.001 per share, of Bluegate Corporation, whose address is 701 N.
Post Oak Rd., Suite 600, Houston, Texas 77024.

ITEM 2.     Identity and Background

     (a)  Manfred Sternberg.

     (b)  Business address: 701 N. Post Oak Rd., Suite 600, Houston, Texas
          77024.

     (c)  Director, Bluegate Corporation, 701 N. Post Oak Rd., Suite 600,
          Houston, Texas 77024.

     (d)  Mr. Sternberg has not, during the last five years, been convicted in a
          criminal proceeding (excluding minor traffic violations or similar
          misdemeanors).

     (e)  Mr. Sternberg has not, during the last five years, been a party to a
          civil proceeding of a judicial or administrative body of competent
          jurisdiction and as a result of such proceeding was or is subject to a
          judgment, decree or final order enjoining future violations of, or
          prohibiting or mandating activities subject to, federal or state
          securities laws or finding any violation with respect to such laws.

     (f)  Mr. Sternberg is a citizen of the United States of America.


ITEM 3.     Source and Amount of Funds or Other Consideration

     In July 2007, Mr. Sternberg used $200,000 of his own funds to purchase
shares of common stock owned directly 400,000 shares of common stock at a
purchase price of $0.50 per share and for the purchase of 1,000,000 warrants to
purchase common stock at an exercise price of $0.17 per share expiring in July
2012.



CUSIP No. 09623A-10-5                                                Page 5 of 6

ITEM 4.     Purpose of Transaction

(a)     Mr. Sternberg may, from time to time, acquire additional securities of
the registrant for investment purposes.  In connection with Mr. Sternberg's
position as an executive officer and director of the registrant, he could
receive as compensation, stock and options to acquire shares of common stock.

(b)     Mr. Sternberg has no present plans or proposals for an extraordinary
corporate transaction involving the registrant.

(c)     Mr. Sternberg has no present plans or proposals involving the sale or
transfer of a material amount of assets of the registrant or any of its
subsidiaries.

(d)     Mr. Sternberg has no present plans or proposals involving any change in
the present board of directors or management of registrant, nor any
plans or proposals to change the number or term of directors or to fill any
existing
vacancies on the board.

(e)     Mr. Sternberg has no present plans or proposals for a material change in
the present capitalization or dividend policy of the registrant.

(f)     Mr. Sternberg has no present plans or proposals for a material change in
the registrant's business or corporate structure.

(g)     Mr. Sternberg has no present plans or proposals for changes in the
registrant's charter or bylaws, or instruments corresponding thereto or other
actions that
may impede the acquisition of control of the registrant by any person.

(h)     Mr. Sternberg has no present plans or proposals for causing a class of
securities of the registrant to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a
registered national securities association.

(i)     Mr. Sternberg has no present plans or proposals for a class of
securities of the registrant becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act.

(j)     Mr. Sternberg has no present plans or proposals for any actions similar
to those enumerated above.



CUSIP No. 09623A-10-5                                                Page 6 of 6

ITEM 5.     Interest in Securities of the Issuer

(a)  Mr. Sternberg is the beneficial owner of 812,786 shares of common stock
     owned directly, 683,589 shares of common stock owned indirectly, 5,171,900
     options and warrants.

(b)  Mr. Sternberg has sole voting and dispositive power for all of the shares
     of common stock.

(c)  Mr. Sternberg has not made any transactions in common stock during the past
     sixty days, other than as described herein.

(d)  Other than Mr. Sternberg, no other person has the right to receive or the
     power to direct the receipt of dividends from, or the proceeds from the
     sale of, Mr. Sternberg's holdings.

(e)  Not applicable.

ITEM 6.     Contract, Agreements, Understandings or Relationships with Respect
            to Securities of the Issuer

     None.

ITEM 7.     Material to be Filed as Exhibits

     None.

                                    SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.


Date                                    (signed) ________________________
July 18, 2007                           /s/     Manfred Sternberg
                                                Manfred Sternberg