United
  States Securities and Exchange Commission

Washington,
  D.C. 20549

FORM10-QSB/A

Amendment
  No. 1



|x | QUARTERLY
        REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
        ACT OF 1934For the quarterly period ended  September 30,
        2005
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



|o | TRANSITION
        REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
        ACTFor the transition period from ____________ to ____________
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

Commission
  file number:000-33191







VISUALMED
  CLINICAL SOLUTIONS CORP.

(Exact
  name of small business issuer as specified in its charter)





| | NEVADA(State of other jurisdiction ofincorporation
      or organization) |  | 88-0436055(IRS Employer Identification Number) | 
| | ------------------------------------------------------------------------- |  | ---------------------------------------------- | 

1035Laurier
  Street West

Montreal,
  Quebec

Canada
  H2V 2L1

(Address
  of principal executive offices)

(514)
  274-1115

(Issuers
  telephone number)

(Former
  name, former address and former fiscal year, if changed since last report)

|Check
        whether the issuer (1) filed all reports required to be filed by Section
        13 or 15(d) of the Exchange Act during the past 12 months (or for such
        shorter period that the registrant was required to file such reports)
        and (2) has been subject to such filing requirements for the past
        90 days. YesxNoo
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Indicate
        by check mark whether the registrant is a shell company (as defined in
        Rule 12b-2 of the Exchange Act). YesoNox                                                                                                                                                                                                              

APPLICABLE
  ONLY TO CORPORATE ISSUERS

As
  of November 7, 2005, the issuer had 43,719,971 outstanding shares of common
  stock.

_____________________

Transitional
  Small Business Disclosure Format (Check one): YesoNox






**Explanatory
  Note**

This
  Amendment on Form 10-QSB/A (Amendment No. 1) is being filed to amend
  and restate in its entirety Part I, Item 1 and Item 2 of the Quarterly Report
  on Form 10-QSB for the quarterly period ended September 30, 2005 of VisualMed
  Clinical Solutions Corp. as initially filed with the Securities and Exchange
  Commission on November 10, 2005 (the Original 10-QSB). This Amendment
  No. 1 does not otherwise alter the disclosures set forth in the Original 10-QSB,
  and does not reflect events occurring after the filing of the Original 10-QSB.
  This Amendment No. 1 is effective for all purposes as of the date of the filing
  of the Original 10-QSB.



|       | TABLE
        OF CONTENTS                                       
|------ | ----------------------------------------------------------------
|       |                                                                 
|ITEM 1 | FINANCIAL STATEMENTS                                            
|       |                                                                 
|ITEM 2 | MANAGEMENT'S DISCUSSION
      AND ANALYSIS OR PLAN OF OPERATIONS
|       |                                                                 



i

---



|ITEM
        1. | FINANCIAL
        STATEMENTS
|--------------- | ----------------------------

VisualMED Clinical Solutions Corp.
  (A Development Stage Company)

September 30,
2005

|                                                 |      
|------------------------------------------------ | -----
|                                                 | Index
|                                                 |      
|Consolidated Balance
Sheets                      | 1    
|                                                 |      
|Consolidated Statements of
Operations            | 2    
|                                                 |      
|Consolidated Statements of Cash
Flows            | 3    
|                                                 |      
|Consolidated Notes to the
Financial
  Statements | 4    



ii

---



VisualMED
Clinical Solutions Corp.
(A Development Stage Company)Consolidated Balance Sheets
(expressed in U.S. dollars)

|                                                                                                                                                    |  |                                          |                                 |   |  |            |  
|--------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------- | ------------------------------- | - |  | ---------- | -
|                                                                                                                                                    |  | September
  30,
  2005
  $
  (unaudited) | June 30,
  2005
  $
  (audited)
|Assets                                                                                                                                              |  |                                          |                                 |   |  |            |  
|                                                                                                                                                    |  |                                          |                                 |   |  |            |  
|Current
  Assets                                                                                                                                    |  |                                          |                                 |   |  |            |  
|                                                                                                                                                    |  |                                          |                                 |   |  |            |  
|Cash                                                                                                                                                |  |                                          | 539,843                         |   |  | 348,410    |  
|Advances to related parties (Notes 4 and
6)                                                                                                         |  |                                          | 64,910                          |   |  | 57,265     |  
|Prepaid
        expenses                                                                                                                            |  |                                          | 452,963                         |   |  | 454,777    |  
|Inventory                                                                                                                                           |  |                                          | 73,936                          |   |  |           |  
|Other assets                                                                                                                                        |  |                                          | 31,844                          |   |  | 14,512     |  
|                                                                                                                                                    |  |                                          |                                 |   |  |            |  
|Total
  Current Assets                                                                                                                              |  |                                          | 1,163,496                       |   |  | 874,964    |  
|                                                                                                                                                    |  |                                          |                                 |   |  |            |  
|Property and
  Equipment (Note 3)                                                                                                                   |  |                                          | 45,625                          |   |  | 33,390     |  
|                                                                                                                                                    |  |                                          |                                 |   |  |            |  
|Total Assets                                                                                                                                        |  |                                          | 1,209,121                       |   |  | 908,354    |  
|                                                                                                                                                    |  |                                          |                                 |   |  |            |  
|                                                                                                                                                    |  |                                          |                                 |   |  |            |  
|Liabilities
  and Stockholders Equity (Deficit)                                                                                                    |  |                                          |                                 |   |  |            |  
|                                                                                                                                                    |  |                                          |                                 |   |  |            |  
|Current
  Liabilities                                                                                                                               |  |                                          |                                 |   |  |            |  
|                                                                                                                                                    |  |                                          |                                 |   |  |            |  
|Accounts payable                                                                                                                                    |  |                                          | 93,815                          |   |  | 96,850     |  
|Accrued liabilities                                                                                                                                 |  |                                          | 128,278                         |   |  | 105,350    |  
|Notes payable                                                                                                                                       |  |                                          |                                |   |  | 651,865    |  
|Current portion of capital lease obligation
  (Note 5)                                                                                              |  |                                          | 3,489                           |   |  | 3,244      |  
|Deferred revenue                                                                                                                                    |  |                                          | 114,250                         |   |  | 67,000     |  
|                                                                                                                                                    |  |                                          |                                 |   |  |            |  
|Total
  Current Liabilities                                                                                                                         |  |                                          | 339,832                         |   |  | 924,309    |  
|                                                                                                                                                    |  |                                          |                                 |   |  |            |  
|Capital
  Lease Obligation (Note 5)                                                                                                                 |  |                                          | 5,757                           |   |  | 6,515      |  
|                                                                                                                                                    |  |                                          |                                 |   |  |            |  
|Total
  Liabilities                                                                                                                                 |  |                                          | 345,589                         |   |  | 930,824    |  
|                                                                                                                                                    |  |                                          |                                 |   |  |            |  
|                                                                                                                                                    |  |                                          |                                 |   |  |            |  
|Commitments
  (Notes 1 and 9)                                                                                                                       |  |                                          |                                 |   |  |            |  
|                                                                                                                                                    |  |                                          |                                 |   |  |            |  
|Stockholders
  Equity (Deficit)                                                                                                                    |  |                                          |                                 |   |  |            |  
|Common Stock,
  100,000,000 shares authorized with a par value of $0.00001;
  43,514,187 and 42,381,400 shares issued and outstanding, respectively |  |                                          | 435                             |   |  | 424        |  
|Additional
  Paid-in Capital                                                                                                                        |  |                                          | 8,102,979                       |   |  | 6,687,006  |  
|Accumulated
  Other Comprehensive Loss                                                                                                              |  |                                          | (5,835                          | ) |  | (7,171     | )
|Deficit
  Accumulated During the Development Stage                                                                                                  |  |                                          | (7,234,047                      | ) |  | (6,702,729 | )
|                                                                                                                                                    |  |                                          |                                 |   |  |            |  
|Total
  Stockholders Equity (Deficit)                                                                                                              |  |                                          | 863,532                         |   |  | (22,470    | )
|                                                                                                                                                    |  |                                          |                                 |   |  |            |  
|Total
  Liabilities and Stockholders Equity (Deficit)                                                                                              |  |                                          | 1,209,121                       |   |  | 908,354    |  
|                                                                                                                                                    |  |                                          |                                 |   |  |            |  

(The
accompanying notes are an integral part of these consolidated financial
statements)

1

---



VisualMED
Clinical Solutions Corp.
(A Development Stage Company)Consolidated Statements of Operations
(expressed in U.S. dollars)
(unaudited)

|                                                      |  |                       |  |                      |   |                      |  |  |            |   |  |  |  |            |   | 
|----------------------------------------------------- |  | --------------------- |  | -------------------- | - | -------------------- |  |  | ---------- | - |  |  |  | ---------- | - | 
|                                                      |  | Accumulated
  from    |  |                      |   |                      |  |  |           
|                                                      |  | September
  7, 1999   |  | For the              |   | For the              | 
|                                                      |  | (Date of
  Inception) |  | Three
  Months Ended |   | Three
  Months Ended | 
|                                                      |  | to
  September 30,    |  | September
  30,      |   | September
  30,      | 
|                                                      |  | 2005                  |  | 2005                 |   | 2004                 | 
|                                                      |  | $                     |  | $                    |   | $                    | 
|                                                      |  |                       |  |                      |   |                      |  |  |            |   |  |  |  |            |   | 
|Revenue                                               |  |                       |  |                     |   |                      |  |  |           |   |  |  |  |           |   | 
|                                                      |  |                       |  |                      |   |                      |  |  |            |   |  |  |  |            |   | 
|                                                      |  |                       |  |                      |   |                      |  |  |            |   |  |  |  |            |   | 
|Expenses                                              |  |                       |  |                      |   |                      |  |  |            |   |  |  |  |            |   | 
|Customer service                                      |  |                       |  | 530,463              |   |                      |  |  | 101,453    |   |  |  |  |           |   | 
|Depreciation                                          |  |                       |  | 7,748                |   |                      |  |  | 2,992      |   |  |  |  |           |   | 
|Development costs                                     |  |                       |  | 778,733              |   |                      |  |  | 217,377    |   |  |  |  |           |   | 
|General and administration                            |  |                       |  | 868,012              |   |                      |  |  | 180,719    |   |  |  |  |           |   | 
|Sales and marketing                                   |  |                       |  | 129,811              |   |                      |  |  | 46,200     |   |  |  |  |           |   | 
|                                                      |  |                       |  |                      |   |                      |  |  |            |   |  |  |  |            |   | 
|                                                      |  |                       |  |                      |   |                      |  |  |            |   |  |  |  |            |   | 
|Total
  Expenses                                      |  |                       |  | 2,314,767            |   |                      |  |  | 548,741    |   |  |  |  |           |   | 
|                                                      |  |                       |  |                      |   |                      |  |  |            |   |  |  |  |            |   | 
|                                                     
|Net Loss
  From Operations                            |  |                       |  | (2,314,767           | ) |                      |  |  | (548,741   | ) |  |  |  |            |   | 
|                                                      |  |                       |  |                      |   |                      |  |  |            |   |  |  |  |            |   | 
|Other Income
  (Expenses):                            |  |                       |  |                      |   |                      |  |  |            |   |  |  |  |            |   | 
|Interest expense                                      |  |                       |  | (39,718              | ) |                      |  |  |           |   |  |  |  |           |   | 
|Financing costs (Note 7(g) and (h))                   |  |                       |  | (4,514,285           | ) |                      |  |  |           |   |  |  |  |           |   | 
|Foreign exchange gain                                 |  |                       |  | 24,455               |   |                      |  |  | 17,423     |   |  |  |  |           |   | 
|Gain on forgiveness of debt                           |  |                       |  | 12,689               |   |                      |  |  |           |   |  |  |  |           |   | 
|                                                      |  |                       |  |                      |   |                      |  |  |            |   |  |  |  |            |   | 
|                                                     
|Net Loss
  Before Discontinued Operations             |  |                       |  | (6,831,626           | ) |                      |  |  | (531,318   | ) |  |  |  |           |   | 
|                                                      |  |                       |  |                      |   |                      |  |  |            |   |  |  |  |            |   | 
|Discontinued
  Operations                             |  |                       |  | (402,421             | ) |                      |  |  |           |   |  |  |  | (1,143     | ) | 
|                                                      |  |                       |  |                      |   |                      |  |  |            |   |  |  |  |            |   | 
|                                                     
|Net Loss for
  the Period                             |  |                       |  | (7,234,047           | ) |                      |  |  | (531,318   | ) |  |  |  | (1,143     | ) | 
|                                                      |  |                       |  |                      |   |                      |  |  |            |   |  |  |  |            |   | 
|Other Comprehensive
  Loss                            |  |                       |  |                      |   |                      |  |  |            |   |  |  |  |            |   | 
|Foreign currency translation adjustments              |  |                       |  | (5,835               | ) |                      |  |  | 1,136      |   |  |  |  |           |   | 
|                                                      |  |                       |  |                      |   |                      |  |  |            |   |  |  |  |            |   | 
|                                                     
|Comprehensive
  Loss                                  |  |                       |  | (7,239,882           | ) |                      |  |  | (530,182   | ) |  |  |  | (1,143     | ) | 
|                                                      |  |                       |  |                      |   |                      |  |  |            |   |  |  |  |            |   | 
|                                                      |  |                       |  |                      |   |                      |  |  |            |   |  |  |  |            |   | 
|Net Loss Per
  Share  Basic and Diluted              |  |                       |  |                      |   |                      |  |  | (0.01      | ) |  |  |  |           |   | 
|                                                      |  |                       |  |                      |   |                      |  |  |            |   |  |  |  |            |   | 
|                                                      |  |                       |  |                      |   |                      |  |  |            |   |  |  |  |            |   | 
|Weighted
  Average Shares Outstanding(split-adjusted) |  |                       |  |                      |   |                      |  |  | 42,855,000 |   |  |  |  | 45,466,500 |   | 
|                                                      |  |                       |  |                      |   |                      |  |  |            |   |  |  |  |            |   | 

(The
accompanying notes are an integral part of these consolidated financial
statements)

2

---



VisualMED
Clinical Solutions Corp.
(A Development Stage Company)Consolidated Statements of Cash Flows
(expressed in U.S. dollars)
(unaudited)

|                                                                                |  |                       |  |                      |   |                      |  |  |           |   |  |  |  |        |   | 
|------------------------------------------------------------------------------- |  | --------------------- |  | -------------------- | - | -------------------- |  |  | --------- | - |  |  |  | ------ | - | 
|                                                                                |  | Accumulated
  from    |  |                      |   |                      | 
|                                                                                |  | September
  7, 1999   |  | For the              |   | For the              | 
|                                                                                |  | (Date of
  Inception) |  | Three
  Months Ended |   | Three
  Months Ended | 
|                                                                                |  | to
  September 30,    |  | September
  30,      |   | September
  30,      | 
|                                                                                |  | 2005                  |  | 2005                 |   | 2004                 | 
|                                                                                |  | $                     |  | $                    |   | $                    | 
|                                                                               
|Operating Activities                                                            |  |                       |  |                      |   |                      |  |  |           |   |  |  |  |        |   | 
|Net loss                                                                        |  |                       |  | (7,234,047           | ) |                      |  |  | (531,318  | ) |  |  |  | (1,143 | ) | 
|                                                                                |  |                       |  |                      |   |                      |  |  |           |   |  |  |  |        |   | 
|Adjustments to reconcile net loss to net
  cash used in operating activities:   |  |                       |  |                      |   |                      |  |  |           |   |  |  |  |        |   | 
|Amortization                                                                    |  |                       |  | 9,290                |   |                      |  |  | 2,992     |   |  |  |  | 123    |   | 
|Stock-based compensation                                                        |  |                       |  | 4,786,508            |   |                      |  |  |          |   |  |  |  |       |   | 
|Common stock issued for interest                                                |  |                       |  | 32,063               |   |                      |  |  |          |   |  |  |  |       |   | 
|Common stock issued for services                                                |  |                       |  | 81,250               |   |                      |  |  |          |   |  |  |  |       |   | 
|Write off of assets                                                             |  |                       |  | 3,568                |   |                      |  |  |          |   |  |  |  |       |   | 
|Gain on foreign exchange                                                        |  |                       |  | (15,196              | ) |                      |  |  | (15,196   | ) |  |  |  |       |   | 
|Gain on settlement of debt                                                      |  |                       |  | (12,689              | ) |                      |  |  |          |   |  |  |  |       |   | 
|Changes in operating assets and liabilities                                     |  |                       |  |                      |   |                      |  |  |           |   |  |  |  |        |   | 
|(Increase) in prepaid expenses                                                  |  |                       |  | (452,625             | ) |                      |  |  | 2,152     |   |  |  |  |       |   | 
|(Increase) in inventory                                                         |  |                       |  | (73,936              | ) |                      |  |  | (73,936   | ) |  |  |  |       |   | 
|(Increase) in other assets                                                      |  |                       |  | (31,171              | ) |                      |  |  | (16,659   | ) |  |  |  |       |   | 
|Increase in deferred revenue                                                    |  |                       |  | 114,250              |   |                      |  |  | 47,250    |   |  |  |  |       |   | 
|Decrease in due to related party                                                |  |                       |  | 12,822               |   |                      |  |  |          |   |  |  |  | 750    |   | 
|(Increase) in advances and receivables                                          |  |                       |  | (63,249              | ) |                      |  |  | (5,984    | ) |  |  |  |       |   | 
|Increase in accounts payable and accrued
  liabilities                          |  |                       |  | 221,705              |   |                      |  |  | 14,044    |   |  |  |  | 200    |   | 
|                                                                                |  |                       |  |                      |   |                      |  |  |           |   |  |  |  |        |   | 
|                                                                                |  |                       |  |                      |   |                      |  |  |           |   |  |  |  |        |   | 
|Net Used In Operating Activities                                                |  |                       |  | (2,621,457           | ) |                      |  |  | (576,655  | ) |  |  |  | (70    | ) | 
|                                                                                |  |                       |  |                      |   |                      |  |  |           |   |  |  |  |        |   | 
|Investing Activities                                                            |  |                       |  |                      |   |                      |  |  |           |   |  |  |  |        |   | 
|Purchase of property and equipment                                              |  |                       |  | (41,097              | ) |                      |  |  | (13,110   | ) |  |  |  |       |   | 
|                                                                                |  |                       |  |                      |   |                      |  |  |           |   |  |  |  |        |   | 
|Net Cash Used In Investing Activities                                           |  |                       |  | (41,097              | ) |                      |  |  | (13,110   | ) |  |  |  |       |   | 
|                                                                                |  |                       |  |                      |   |                      |  |  |           |   |  |  |  |        |   | 
|                                                                                |  |                       |  |                      |   |                      |  |  |           |   |  |  |  |        |   | 
|Financing Activities                                                            |  |                       |  |                      |   |                      |  |  |           |   |  |  |  |        |   | 
|Proceeds from the sale of common stock                                          |  |                       |  | 356,245              |   |                      |  |  | 250,025   |   |  |  |  |       |   | 
|Proceeds from notes payable                                                     |  |                       |  | 2,850,306            |   |                      |  |  | 529,290   |   |  |  |  |       |   | 
|                                                                                |  |                       |  |                      |   |                      |  |  |           |   |  |  |  |        |   | 
|                                                                                |  |                       |  |                      |   |                      |  |  |           |   |  |  |  |        |   | 
|Net Cash Provided By Financing Activities                                       |  |                       |  | 3,206,551            |   |                      |  |  | 779,315   |   |  |  |  |       |   | 
|                                                                                |  |                       |  |                      |   |                      |  |  |           |   |  |  |  |        |   | 
|Effect of Exchange Rate Changes on Cash                                         |  |                       |  | (4,154               | ) |                      |  |  | 1,883     |   |  |  |  |       |   | 
|                                                                                |  |                       |  |                      |   |                      |  |  |           |   |  |  |  |        |   | 
|Increase (Decrease) in Cash                                                     |  |                       |  | 539,843              |   |                      |  |  | 191,433   |   |  |  |  | (70    | ) | 
|Cash  Beginning of Period                                                      |  |                       |  |                     |   |                      |  |  | 348,410   |   |  |  |  | 692    |   | 
|                                                                                |  |                       |  |                      |   |                      |  |  |           |   |  |  |  |        |   | 
|Cash  End of Period                                                            |  |                       |  | 539,843              |   |                      |  |  | 539,843   |   |  |  |  | 622    |   | 
|                                                                                |  |                       |  |                      |   |                      |  |  |           |   |  |  |  |        |   | 
|                                                                                |  |                       |  |                      |   |                      |  |  |           |   |  |  |  |        |   | 
|Non-Cash Financing Activities                                                   |  |                       |  |                      |   |                      |  |  |           |   |  |  |  |        |   | 
|Common stock issued in settlement of
  advances                                 |  |                       |  | 133                  |   |                      |  |  |          |   |  |  |  |       |   | 
|Common stock issued for mining claims                                           |  |                       |  | 2,644                |   |                      |  |  |          |   |  |  |  |       |   | 
|Common stock issued for services                                                |  |                       |  | 372,223              |   |                      |  |  |          |   |  |  |  |       |   | 
|Common stock issued for settlement of notes
  payable and accrued interest, net |  |                       |  | 2,853,884            |   |                      |  |  | 1,165,959 |   |  |  |  |       |   | 
|Common stock issued for property &
  equipment                                  |  |                       |  | 4,000                |   |                      |  |  |          |   |  |  |  |       |   | 
|Warrants issued for financing services                                          |  |                       |  | 662,440              |   |                      |  |  |          |   |  |  |  |       |   | 
|Capital lease obligation recognized for
  assets under capital lease            |  |                       |  | 10,520               |   |                      |  |  |          |   |  |  |  |       |   | 
|                                                                                |  |                       |  |                      |   |                      |  |  |           |   |  |  |  |        |   | 
|Supplemental Disclosures                                                        |  |                       |  |                      |   |                      |  |  |           |   |  |  |  |        |   | 
|Interest paid                                                                   |  |                       |  |                     |   |                      |  |  |          |   |  |  |  |       |   | 
|Income taxes paid                                                               |  |                       |  |                     |   |                      |  |  |          |   |  |  |  |       |   | 
|                                                                                |  |                       |  |                      |   |                      |  |  |           |   |  |  |  |        |   | 

(The accompanying notes are an integral part of these consolidated
financial statements)

3

---



VisualMED Clinical Solutions Corp.(A Development Stage Company)
Notes to the Consolidated Financial Statements 
(expressed in U.S. dollars)
(unaudited)

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Development
  Stage Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The
  Company was incorporated in the State of Nevada on September 7, 1999. The
  Company changed its name to VisualMed Clinical Solutions Corporation on
  November 30, 2004. In September 1999 the Company purchased three mineral
  claims representing forty-four units, situated in the Greenwood Mining
  Division in the Province of British Columbia, Canada. The Companys principal
  business plan was to acquire, explore and develop mineral properties and to
  ultimately seek earnings by exploiting the mineral claims. Pursuant to an
  Agreement dated September 23, 2004 (the Agreement), which closed on October
  13, 2004, the Company agreed to issue 31,866,000 split-adjusted restricted
  shares of common stock to Visual Healthcare Corporation (VHCC) in exchange
  for certain assets of VHCC consisting of property and equipment and a suite
  of clinical software modules (the modules) that are the key components of a
  Clinical Information System for healthcare facilities. VHCC is a Nevada
  corporation, based in Montreal, Canada, involved in developing software
  solutions targeting clinical medicine and related areas of the healthcare
  market. The Company will have the right to exploit, commercialize, install,
  support and upgrade the modules purchased. The rights to exploit,
  commercialize, install, support and upgrade are worldwide, except for that
  part of the U.S. market, as well as the Chinese and the Japanese language
  markets, into which VHCC has entered into similar agreements with other
  non-related companies. As a result of the transaction, VHCC controlled 80% of
  the Company.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The
  Companys new business plan involves the distribution of medical software,
  therefore the Company, pursuant to the Agreement discussed above, decided to
  discontinue its mineral exploration efforts. These mineral interests will be
  allowed to lapse. The Company is primarily involved in activities related to
  the distribution of medical software and is considered to be a development
  stage company. Planned principal activities have not yet begun. At September
  30, 2005, the Company had working capital of $823,664 and has incurred losses
  of $7,234,047 since inception. The ability of the Company to emerge from the
  development stage with respect to any planned principal business activity is
  dependent upon its successful efforts to raise additional equity financing
  and then attain profitable operations. Management has plans to seek
  additional capital through equity and/or debt offerings. There is no
  guarantee that the Company will be able to complete any of the above
  objectives. These consolidated financial statements do not include any
  adjustments to the recoverability and classification of recorded asset
  amounts and classification of liabilities that may be necessary should the
  Company be unable to continue as a going concern. These factors raise
  substantial doubt regarding the Companys ability to continue as a going
  concern.                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company will not be
  able to meet its funding commitments under the Agreement without acquiring
  substantial additional funding in the near future. The Company currently does
  not have sufficient financing arrangements in place to meet its funding
  obligations to VHCC and there is no assurance that the Company will be able
  to acquire the required financing on acceptable terms or at all. The Company
  expects to fund itself by the issue of short-term debt or the sale of common
  shares. Refer to Note 7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2. | Summary
  of Significant Accounting Principles                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|a) | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | These
  consolidated financials statements and related notes are presented in
  accordance with accounting principles generally accepted in the United
  States, and are expressed in US dollars. The Company has not produced any
  revenues from its principal business and is a development stage company as
  defined by Statement of Financial Accounting Standard (SFAS) No. 7 Accounting
  and Reporting by Development Stage Enterprises. These financial
  statements include the accounts of the Company and its wholly-owned
  subsidiary, VisualMed Clinical Systems Marketing Inc., a company incorporated
  and based in Quebec, Canada. All intercompany transactions and balances have
  been eliminated. The Companys fiscal year-end is June 30.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|b) | Use
  of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The
  preparation of financial statements in conformity with U.S. generally
  accepted accounting principles requires management to make estimates and
  assumptions that affect the reported amounts of assets and liabilities and
  disclosure of contingent assets and liabilities at the date of the financial
  statements and the reported amounts of revenues and expenses during the
  reporting period. Actual results could differ from those estimates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

4

---



VisualMED Clinical Solutions
Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements 
(expressed in U.S. dollars)
(unaudited)

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Summary
  of Significant Accounting Principles (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|c) | Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The
  Company considers all highly liquid instruments with a maturity of three
  months or less at the time of issuance to be cash equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|d) | Property
  and Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Property
  and equipment is stated at cost, less accumulated amortization, and consists
  of office furniture, computer hardware and software, leasehold improvements
  and assets under capital lease. Amortization of office furniture is computed
  using the straight-line method over five years. Amortization of computer
  hardware and software is computed using the straight-line method over three
  years. Amortization of leasehold improvements is computed on a straight-line
  method over five years. Amortization of assets under capital lease is
  computed using the straight-line method over the term of the lease.                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|e) | Long-Lived Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In
  accordance with SFAS No. 144, Accounting
  for the Impairment or Disposal of Long-Lived Assets, the carrying
  value of intangible assets and other long-lived assets is reviewed on a
  regular basis for the existence of facts or circumstances that may suggest
  impairment. The Company recognizes impairment when the sum of the expected
  undiscounted future cash flows is less than the carrying amount of the asset.
  Impairment losses, if any, are measured as the excess of the carrying amount
  of the asset over its estimated fair value.                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|f) | Foreign Currency
  Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The
  Companys functional and reporting currency is the United States dollar. The
  functional currency of the Companys subsidiary is the Canadian dollar. The
  financial statements of the subsidiary are translated to United States
  dollars in accordance with SFAS No. 52 Foreign
  Currency Translation using period-end rates of exchange for
  assets and liabilities, and average rates of exchange for the period for
  revenues and expenses. Translation gains (losses) are recorded in accumulated
  other comprehensive income (loss) as a component of stockholders equity.
  Foreign currency transaction gains and losses are included in current
  operations.                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|g) | Development Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Costs
  related to the enhancement of existing medical software modules are expensed
  as incurred until technological feasibility in the form of a working model
  has been established. The time period between the establishment of
  technological feasibility and completion of product development is expected
  to be short, therefore the Company has not capitalized any product
  development costs during the period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|h) | Basic and Diluted Net
  Income (Loss) Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The
  Company computes net income (loss) per share in accordance with SFAS No. 128,
  Earnings per Share which
  requires presentation of both basic and diluted earnings per share (EPS) on
  the face of the income statement. Basic EPS is computed by dividing net
  income (loss) available to common shareholders (numerator) by the weighted
  average number of shares outstanding (denominator) during the period. Diluted
  EPS gives effect to all dilutive potential common shares outstanding during
  the period including stock options, using the treasury stock method, and
  convertible preferred stock, using the if-converted method. In computing
  diluted EPS, the average stock price for the period is used in determining
  the number of shares assumed to be purchased from the exercise of stock
  options or warrants. Diluted EPS excludes all dilutive potential shares if
  their effect is anti dilutive.

5

---



VisualMED Clinical Solutions
Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements 
(expressed in U.S. dollars)
(unaudited)

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Summary of
  Significant Accounting Principles (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|i) | Financial
  Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The carrying
  value of cash, accounts payable, advances to related parties, and notes
  payable approximate fair value due to the relatively short maturity of these
  instruments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|j) | Inventory                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Inventory
  consists of computer hardware and software acquired for specific revenue
  contracts and is recorded at the lower of cost or market value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|k) | Revenue
  Recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company
  has not earned any revenues from inception to September 30, 2005. The Company
  will recognize any revenue related to sales of medical software in accordance
  with Statement of Position No. 97-2, Software
  Revenue Recognition (SOP 97-2), as amended by Statement of
  Position No. 98-9, Software Revenue
  Recognition with Respect to Certain Arrangements. Pursuant to SOP
  97-2 and Staff Accounting Bulletin No. 104 Revenue Recognition,
  revenue will only be recognized when the price is fixed or determinable,
  persuasive evidence of an arrangement exists, the service is performed, and
  collectibility is reasonably assured. Any allowance for doubtful accounts
  will be based on the Companys detailed assessment of the collectibility of
  specific customer accounts. Any significant customer accounts that are not
  expected to be collected are excluded from revenues. The Company also follows
  the guidance in Emerging Issues Task Force (EITF) Issue No. 00-21 Revenue
  Arrangements with Multiple Deliverables relating to the
  separability of deliverables included in an arrangement into different units
  of accounting and the allocation of an arrangements consideration to those
  units of accounting. It does not address when revenue should be recognized
  for the units of accounting. The Company received deposits of $114,250 on
  contracts entered into to provide product and services, which has been
  recorded as deferred revenue at September 30, 2005. Incremental direct costs
  related to contract acquisition and origination, which result in deferred
  revenue, are expensed as incurred.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|l) | Comprehensive
  Loss                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | SFAS No.
  130, Reporting Comprehensive Income,
  establishes standards for the reporting and display of comprehensive loss and
  its components in the financial statements. As at September 30, 2005, the
  Companys only component of comprehensive loss was foreign currency
  translation adjustments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|m) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Potential
  benefits of income tax losses are not recognized in the accounts until
  realization is more likely than not. The Company has adopted SFAS No. 109 Accounting
  for Income Taxes as of its inception. Pursuant to SFAS No. 109
  the Company is required to compute tax asset benefits for net operating
  losses carried forward. Potential benefit of net operating losses have not
  been recognized in these financial statements because the Company cannot be
  assured it is more likely than not it will utilize the net operating losses
  carried forward in future years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

6

---



VisualMED
Clinical Solutions Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements 
(expressed in U.S. dollars)
(unaudited)

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Summary of
  Significant Accounting Principles (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|n) | Recent
  Accounting Pronouncements(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | In May 2005,
  the Financial Accounting Standards Board (FASB) issued SFAS No. 154, Accounting
  Changes and Error Corrections  A Replacement of APB Opinion No. 20 and SFAS
  No. 3. SFAS 154 changes the requirements for the accounting for
  and reporting of a change in accounting principle and applies to all
  voluntary changes in accounting principle. It also applies to changes
  required by an accounting pronouncement in the unusual instance that the
  pronouncement does not include specific transition provisions. SFAS 154
  requires retrospective application to prior periods financial statements of
  changes in accounting principle, unless it is impracticable to determine
  either the period-specific effects or the cumulative effect of the change.
  The provisions of SFAS No. 154 are effective for accounting changes and
  correction of errors made in fiscal years beginning after December 15, 2005.
  The adoption of this standard is not expected to have a material effect on
  the Companys results of operations or financial position.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | In December
  2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets - An Amendment of
  APB Opinion No. 29. The guidance in APB Opinion No. 29, Accounting
  for Nonmonetary Transactions, is based on the principle that
  exchanges of nonmonetary assets should be measured based on the fair value of
  the assets exchanged. The guidance in that Opinion, however, included certain
  exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to eliminate
  the exception for nonmonetary exchanges of similar productive assets and
  replaces it with a general exception for exchanges of nonmonetary assets that
  do not have commercial substance. A nonmonetary exchange has commercial
  substance if the future cash flows of the entity are expected to change
  significantly as a result of the exchange. The provisions of SFAS No. 153 are
  effective for nonmonetary asset exchanges occurring in fiscal periods
  beginning after June 15, 2005. Early application is permitted and companies
  must apply the standard prospectively. The adoption of this standard is not
  expected to have a material effect on the Companys results of operations or
  financial position.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | In December
  2004, the FASB issued Statement of Financial Accounting Standard (SFAS) No.
  123R, Share
  Based Payment. SFAS 123R is a revision of SFAS No. 123 Accounting
  for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting
  for Stock Issued to Employees and its related implementation
  guidance. SFAS 123R establishes standards for the accounting for transactions
  in which an entity exchanges its equity instruments for goods or services. It
  also addresses transactions in which an entity incurs liabilities in exchange
  for goods or services that are based on the fair value of the entitys equity
  instruments or that may be settled by the issuance of those equity
  instruments. SFAS 123R focuses primarily on accounting for transactions in
  which an entity obtains employee services in share-based payment
  transactions. SFAS 123R requires a public entity to measure the cost of
  employee services received in exchange for an award of equity instruments
  based on the grant-date fair value of the award (with limited exceptions).
  That cost will be recognized over the period during which an employee is
  required to provide service in exchange for the award  the requisite service
  period (usually the vesting period). SFAS 123R requires that the compensation
  cost relating to share-based payment transactions be recognized in financial
  statements. That cost will be measured based on the fair value of the equity
  or liability instruments issued. Public entities that file as small business
  issuers will be required to apply SFAS 123R in the first interim or annual
  reporting period that begins after December 15, 2005. The adoption of this
  standard is not expected to have a material effect on the Companys results
  of operations or financial position.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | In March 2005, the SEC staff issued
  Staff Accounting Bulletin No. 107 (SAB 107) to give guidance on the
  implementation of SFAS 123R. The Company will consider SAB 107 during
  implementation of SFAS 123R.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|o) | Interim
  Financial Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | These
  interim unaudited financial statements have been prepared on the same basis
  as the annual financial statements and in the opinion of management, reflect
  all adjustments, which include only normal recurring adjustments, necessary
  to present fairly the Companys financial position, results of operations and
  cash flows for the periods shown. The results of operations for such periods
  are not necessarily indicative of the results expected for a full year or for
  any future period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

7

---



VisualMED
Clinical Solutions Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements 
(expressed in U.S. dollars)
(unaudited)

|   |                         
|-- | ------------------------
|3. | Property and
  Equipment

| |                          |  |           |        |                                |  |                                                              |       |                                                        |  |  |        |  |  |  |        |  | 
| | ------------------------ |  | --------- | ------ | ------------------------------ |  | ------------------------------------------------------------ | ----- | ------------------------------------------------------ |  |  | ------ |  |  |  | ------ |  | 
| |                          |  | Cost 
  $ |        | Accumulated
  Amortization
  $ |  | September 30, 2005
  
  Net carrying value
  $
  (unaudited) |       | June 30,
  2005
  Net carrying value
  $
  (unaudited) | 
| |                          |  |           |        |                                |  |                                                              |       |                                                        |  |  |        |  |  |  |        |  | 
| | Computer
  hardware      |  |           | 21,847 |                                |  |                                                              | 2,818 |                                                        |  |  | 19,029 |  |  |  | 8,414  |  | 
| | Computer
  software      |  |           | 10,666 |                                |  |                                                              | 2,371 |                                                        |  |  | 8,295  |  |  |  | 6,523  |  | 
| | Office
  furniture       |  |           | 12,049 |                                |  |                                                              | 1,483 |                                                        |  |  | 10,566 |  |  |  | 10,654 |  | 
| | Leasehold
  improvements |  |           | 9,175  |                                |  |                                                              | 1,440 |                                                        |  |  | 7,735  |  |  |  | 7,799  |  | 
| |                          |  |           |        |                                |  |                                                              |       |                                                        |  |  |        |  |  |  |        |  | 
| |                          |  |           | 53,737 |                                |  |                                                              | 8,112 |                                                        |  |  | 45,625 |  |  |  | 33,390 |  | 
| |                          |  |           |        |                                |  |                                                              |       |                                                        |  |  |        |  |  |  |        |  | 

|   |                                                                                                                                                                                                                                        
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Assets under
  capital lease are included in office furniture with a cost of $11,129. During
  the period ended September 30, 2005, the Company recognized amortization of
  assets under capital lease of $686 (June 30, 2005  $649).
|   |                                                                                                                                                                                                                                        
|4. | Advances to
  Related Parties                                                                                                                                                                                                          

| |                                                                   |  |     |  |                                          |        |                                    |  |  |        |  | 
| | ----------------------------------------------------------------- |  | --- |  | ---------------------------------------- | ------ | ---------------------------------- |  |  | ------ |  | 
| |                                                                   |  |     |  | September
  30,
  2005
  $
  (unaudited) |        | June 30, 
  2005
  $
  (unaudited) | 
| |                                                                   |  |     |  |                                          |        |                                    |  |  |        |  | 
| | Advances to employees                                             |  | (a) |  |                                          | 5,385  |                                    |  |  |       |  | 
| | Due from Visual Healthcare
Corporation, an
  affiliated company   |  | (b) |  |                                          | 688    |                                    |  |  | 664    |  | 
| | Due from VisualMED Clinical
Systems Inc.,
  an affiliated company |  | (c) |  |                                          | 58,837 |                                    |  |  | 56,601 |  | 
| |                                                                   |  |     |  |                                          |        |                                    |  |  |        |  | 
| |                                                                   |  |     |  |                                          | 64,910 |                                    |  |  | 57,265 |  | 
| |                                                                   |  |     |  |                                          |        |                                    |  |  |        |  | 

|   |  |                                                                                                                                                                                                                            
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a) |  | Advances to
  employees of $5,385 represent amounts advanced towards travel expenses to be
  incurred. These amounts are non-interest bearing.                                                                             
|   |  |                                                                                                                                                                                                                            
|b) |  | The Company
  is owed $688 from its parent company, Visual Healthcare Corporation (VHCC).
  This amount represents cash advances, is unsecured, non-interest bearing and
  has no specific terms of repayment.           
|   |  |                                                                                                                                                                                                                            
|c) |  | The Company
  is owed $58,837 from VisualMED Clinical Systems Inc., a wholly-owned
  subsidiary of VHCC. This amount represents cash advances, is unsecured,
  non-interest bearing and has no specific terms of repayment.

|   |                                                                                                                                                                                                                                   
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | Capital
  Lease Obligation                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                   
|   | During the
  year ended June 30, 2005, the Company entered into a leasing arrangement
  involving office furniture and equipment. The lease is for a three year term
  and requires monthly payments of $360 (CDN $417) per month.
|   |                                                                                                                                                                                                                                   
|   | The
  following represents future minimum lease payments under capital leases and
  the present value of the minimum lease payments as of September 30, 2005.                                                                     

| |                                                       |  |        |   | 
| | ----------------------------------------------------- |  | ------ | - | 
| |                                                       |  | $      |  
| | 2006                                                  |  | 3,314  |   | 
| | 2007                                                  |  | 4,073  |   | 
| | 2008                                                  |  | 3,055  |   | 
| |                                                       |  |        |   | 
| | Total
  minimum lease payments                        |  | 10,442 |   | 
| | Less:
  Amounts representing interest                 |  | (1,196 | ) | 
| |                                                       |  |        |   | 
| | Present
  value of net minimum lease payments         |  | 9,246  |   | 
| | Current
  portion of obligations under capital leases |  | (3,489 | ) | 
| |                                                       |  |        |   | 
| | Long-term
  obligations under capital leases          |  | 5,757  |   | 
| |                                                       |  |        |   | 

8

---



VisualMED
Clinical Solutions Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements 
(expressed in U.S. dollars)
(unaudited)

|   |                                                                                                                                                                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. | Related
  Party Transactions/Balances                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                 
|   | The Company
  is indebted to a director and officers for $28,612, representing expenses
  incurred on behalf of the Company.
  These amounts are included in accounts payable and are unsecured,
  non-interest bearing and have no specific terms of repayment.
|   |                                                                                                                                                                                                                                                                 
|7. | Common Stock                                                                                                                                                                                                                                                    

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a) | On September
  6, 2005, the Company issued 200,020 shares of common stock upon the exercise
  of 200,020 warrants at $1.25 per share for proceeds of $250,025.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|b) | On August
  26, 2005, the Company issued 180,537 shares of common stock upon the exercise
  of 180,537 warrants at $1.25 per share for proceeds of $225,671, which was
  offset against notes payable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|c) | On July 19,
  2005, the Company issued 752,230 shares of common stock upon the exercise of
  752,230 warrants at $1.25 per share for proceeds of $940,288, which was
  offset against notes payable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|d) | On April 15,
  2005, the Company issued 73,333 split-adjusted shares of common stock upon
  the exercise of 73,333 warrants at $0.001 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|e) | On March 24,
  2005, the Company issued 15,000 split-adjusted shares of common stock at a
  fair value of $37,500 for professional services rendered.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|f) | On March 23,
  2005, the Company issued 25,000 split-adjusted shares of common stock at a
  fair value of $62,500 for consulting services rendered.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|g) | On March 23,
  2005, the Company issued 160,000 split-adjusted shares of common stock by the
  exercise of 160,000 warrants at $0.001 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|h) | On March 23,
  2005, the Company issued 2,275,567 units at $0.75 per unit for proceeds of
  $1,706,675, consisting of settlement of notes payable of $1,674,612 and
  accrued interest of $32,063, pursuant to a private placement offering. The
  Company incurred financing costs of $18,750 associated with this offering.
  Each unit consisted of one split-adjusted share of common stock and one share
  purchase warrant. Each warrant entitles the holder to acquire one
  split-adjusted share of common stock at $1.25 per share for a period of two
  years.  The fair value of the warrants
  was estimated at $3,851,845 using the Black-Scholes pricing model and is
  included as financing costs on the statement of operations. The following
  assumptions were used: average risk-free interest rate of 3.34%; expected
  life of one year; dividend yield of 0%; and expected volatility of 68%.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|i) | On March 23,
  2005, the Company issued 233,333 warrants as a finders fee pursuant to a
  Finders Fee Agreement dated March 21, 2005. Each warrant entitles the holder
  to acquire one split-adjusted share of common stock at $0.001 per share for a
  period of two years.  The fair value
  of the warrants was estimated at $662,440 using the Black-Scholes pricing
  model and is included as financing costs on the statement of operations. The
  following assumptions were used: average risk-free interest rate of 3.34%;
  expected life of one year; dividend yield of 0%; and expected volatility of
  68%.                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|j) | On October
  25, 2004, the Company declared a stock dividend of one additional share of
  common stock for each two shares of common stock outstanding. All per share
  amounts have been retroactively adjusted to reflect the stock dividend.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

9

---



VisualMED
Clinical Solutions Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements 
(expressed in U.S. dollars)
(unaudited)

|   |                                                                                                                                                                                   
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7. | Common Stock
  (continued)                                                                                                                                                        
|   |                                                                                                                                                                                   
|k) | On October
  13, 2004, the Company issued 31,866,000 split-adjusted shares of common stock
  at a fair value of $4,000 for the acquisition of certain assets acquired from
  VHCC.
|   |                                                                                                                                                                                   
|l) | On October
  13, 2004, 37,500,000 split-adjusted shares previously issued to two directors
  of the Company were returned to treasury and cancelled for no consideration.         
|   |                                                                                                                                                                                   
|m) | Share
  Purchase Warrants:                                                                                                                                                        

The
following table summarizes the continuity of the Companys warrants:

|                                |  |  |                    |   |  |                                           | 
|------------------------------- |  |  | ------------------ | - |  | ----------------------------------------- | 
|                                |  |  | Number of
  Shares |   |  | Weighted 
  average exercise 
  price
  $ | 
|                                |  |  |                    |   |  |                                           | 
|Balance, June 30, 2005          |  |  | 2,275,567          |   |  | 1.25                                      | 
|Issued                          |  |  |                   |   |  |                                          | 
|Exercised                       |  |  | (1,132,787         | ) |  | 1.25                                      | 
|                                |  |  |                    |   |  |                                           | 
|Outstanding, September 30, 2005 |  |  | 1,142,780          |   |  | 1.25                                      | 
|                                |  |  |                    |   |  |                                           | 

At
September 30, 2005, the following share purchase warrants were outstanding:

Number of
  Warrants
  
  
  Exercise
  Price
  
  
  Expiry
  Date1,142,780
  
  
  $
  1.25
  
  
  March 23, 2007


|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8. | Segment
  Disclosures                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company
  operates as one operating segment which is the sale of its suite of clinical
  software modules. The Chief Executive Officer is the Companys Chief
  Operating Decision Maker (CODM) as defined by SFAS 131, Disclosure about Segments of an
  Enterprise and Related Information. The CODM allocates resources
  and assesses the performance of the Company based on the results of
  operations.                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|9. | Commitments                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|a) | In November
  2004, the Company entered into a lease agreement for office premises at a
  rate of $67,800 (CDN$78,700) per annum including property taxes, insurance
  and other operating expenses, for a five year term expiring on September 30,
  2009, with an option to renew for an additional five years. During the period
  ended September 30, 2005, the Company incurred rent expense of $12,348.
  Future payments for the next five fiscal years are as follows:

| |      |  |   |         | 
| | ---- |  | - | ------- | 
| | 2006 |  | $ | 52,400  | 
| | 2007 |  | $ | 64,100  | 
| | 2008 |  | $ | 64,100  | 
| | 2009 |  | $ | 62,100  | 
| | 2010 |  | $ | 17,500  | 
| |      |  |   |         | 
| |      |  | $ | 260,200 | 
| |      |  |   |         | 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b) | The Company
  entered into a Finders Fee agreement dated March 21, 2005, for a term of 90
  days. The Company agreed to issue 233,333 warrants as a finders fee in
  payment for the closing of the private placement offering of 2,275,567 units
  described in Note 7(h).  The warrants
  have an exercise price of $0.001 per share and expire on March 24, 2007.  Upon the exercise of warrants by the
  private placement investors (the Investors), the Company will pay a cash
  fee of 5% of the proceeds to the Finder.
  Upon the exercise of the warrants by the Investors, the Company will
  issue a further 166,667 warrants to the Finder, or a pro rata amount if less
  than all warrants issued to the Investors are exercised. The Finders
  warrants are exercisable at $0.001 per share and expire on March 24, 2007.
  The Finder exercised 233,333 warrants to acquire 233,333 shares of common
  stock.

10

---





|ITEM
        2. | MANAGEMENTS
        DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
|--------------- | ------------------------------------------------------------------

We
  incurred losses of $531,318 for the three months ending September 30, 2005.
  This compares to $1,143 in the comparable prior year period. We discontinued
  our operations in mineral exploration in the previous year. The principal components
  of the loss involved the following:

| |  | continuing
        development of our expanding marketing and customer support facilities;
| | - | ------------------------------------------------------------------------------------------

| |  | operating
        and maintaining our world-wide state-of-the-art service center capable
        of supporting client hospitals by remote support technology;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | newly
        hired employees and consultants, and increased travel expenses as our
        business grows in the United States and overseas, and as we continue to
        pursue contracts and attend industry conferences;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | software
        licenses;
| | - | --------------------------

| |  | costs
        related to the implementation of the VisualMED system at the Southwest
        Regional Rehabilitation Center in Battle Creek, Michigan;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | expenses
        related to presentations and hospital-specific infrastructure configurations
        in order to respond to major tenders and requests for proposals from potential
        buyers; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | costs
        related to direct sales approach and first contact with potential client
        hospitals, from a growing sales funnel comprising over 70 hospitals worldwide.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Finally,
        a small amount was devoted to professional expenses, depreciation, and
        filing fees.
| | - | ------------------------------------------------------------------------------------------------------------

On
  March 23, 2005, we issued 2,275,567 units at $0.75 per unit for proceeds
  of $1,706,675, pursuant to a private placement offering. Each unit consisted
  of one split-adjusted share of common stock and one share purchase warrant.
  Each warrant entitles the holder to acquire one share of common stock at $1.25 per
  share for a period of two years. The fair value of the warrants was estimated
  at $3,851,845 using the Black-Scholes pricing model. The following assumptions
  were used: average risk-free interest rate of 3.34%; expected life of one year;
  dividend yield of 0%; and expected volatility of 68%.

Pursuant
  to the above-mentioned private placement, we received proceeds from warrants
  exercised from time to time. For the period ending September 30, 2005,
  1,132,787 warrants were exercised for total proceeds of $1,415,984.

Operating
  expenses for the three months ending September 30, 2005 were $548,741.

At
  September 30, 2005, we had pre-paid expenses of $452,963. This amount consisted
  of a partial pre-payment of property taxes in the amount of $3,086, payment
  of a retainer for legal services to Kaye Scholer LLP in the amount of $15,000,
  payment of a retainer for legal services to Hovington Pellerin Inc. in the amount
  of $20,833 and an advance in the amount of $414,044 to Medicool Health Systems
  Inc., an unaffiliated company and key supplier of technical services to us (Medicool).
  The advance to Medicool was made to ensure that a series of strategic technical
  services that Medicool was contracted to provide us would be available in a
  timely fashion by affording Medicool the resources to maintain a staff of technical
  specialists required to make certain modifications to our products. As a result
  of having the benefit of Medicools services, we should be able to better,
  and more efficiently, customize our products and respond to particular client
  needs (including at their initial requests for proposals) which may have a positive
  impact on our financial condition and future result of operations.

The
  main challenges that we may have over the next year will be to continue financing
  operations; continue building our base of client hospitals and healthcare facilities,
  marketing of our modules; and concluding strategic alliances to help us penetrate
  specific marketplaces in promising geographies. We are in the process forming
  a fully staffed, 24-7 help desk for customer support. We expect to hire project
  managers to handle the anticipated growing need for implementation and on-site
  technical support. The continued exercise of warrants, combined with anticipated
  initial and recurring revenue from current clients, will provide some liquidity.
  We are exploring numerous options with respect to further financing.

We
  continue to implement our marketing and sales strategy for the VisualMED system,
  and other product lines in development. We intend to continue to hire sales
  and marketing executives and consultants as our business grows. Our sales effort
  will continue targeting regions where current legal regulations encourage the
  adoption of our clinical management modules. We are aggressively pursuing these
  markets through the creation of sales consortiums that bring together local
  healthcare consultants, hardware vendors and local systems integrators.





11



---



We
  are currently involved in full system implementations at hospitals in Michigan
  and Kansas, and departmental implementations at the Montreal Jewish General
  Hospital. We are also in negotiations with several hospital management groups
  in Italy and France for the implementation of our clinical management modules,
  and are responding to requests for proposals from hospitals in Canada, France
  and the United States.

Financial
  Condition, Liquidity and Capital Resources

At
  September 30, 2005 all of our principal capital resources have been acquired
  through the issuance of our common stock and advances from our investors. Cash
  used in operations was $576,655 during the three months ended September 30,
  2005.

At
  September 30, 2005, we had a positive working capital of $823,664 compared
  to a working capital deficiency of $22,002 at September 30, 2004, and working
  capital deficiency of $49,345 at June 30, 2005. We had cash on hand of $539,843
  at September 30, 2005.

We
  had a net loss of $531,318 and $1,143 for the three month periods ended
  September 30, 2005 and 2004, respectively.

At
  September 30, 2005, our total assets were $1,209,121, as compared to total
  assets of $1,423 at September 30, 2004, and $908,354 at June 30, 2005.

At
  September 30, 2005, our total liabilities were $345,589, as compared to
  total liabilities of $22,624 at September 30, 2004, and $930,824 at June
  30, 2005.

We
  will need to raise additional equity and/or debt financing to sustain operations
  over the next twelve months. Our auditors have expressed substantial doubt about
  our ability to continue as a going concern in their audit report that was included
  in our Form 10-KSB for the fiscal year ended June 30, 2005.

Critical
  Accounting Policies

Our
  discussion and analysis of financial condition and results of operations are
  based upon the financial statements, which have been prepared in accordance
  with accounting principles generally accepted in the United States of America.
  The preparation of financial statements require management to make estimates
  and judgments that affect the reported amounts of assets and liabilities, revenues
  and expenses and disclosures on the date of the financial statements. On an
  on-going basis, we evaluate our estimates, including, but not limited to, those
  related to revenue recognition.

We
  use authoritative pronouncements, historical experience and other assumptions
  as the basis for making judgments. Actual results could differ from those estimates.
  Critical accounting policies identified are as follows:

Long-Lived
  Assets

In
  accordance with SFAS No. 144, Accounting for the Impairment or
  Disposal of Long-Lived Assets, we test long-lived assets or asset
  groups for recoverability when events or changes in circumstances indicate that
  their carrying amount may not be recoverable. Circumstances which could trigger
  a review include, but are not limited to: significant decreases in the market
  price of the asset; significant adverse changes in the business climate or legal
  factors; accumulation of costs significantly in excess of the amount originally
  expected for the acquisition or construction of the asset; current period
  cash flow or operating losses combined with a history of losses or a forecast
  of continuing losses associated with the use of the asset; and current expectation
  that the asset will more likely than not be sold or disposed significantly before
  the end of its estimated useful life.

Recoverability
  is assessed based on the carrying amount of the asset and its fair value which
  is generally determined based on the sum of the undiscounted cash flows expected
  to result from the use and the eventual disposal of the asset, as well as specific
  appraisal in certain instances. An impairment loss is recognized when the carrying
  amount is not recoverable and exceeds fair value.





12



---



Foreign
  Currency Transactions/Balances

Our
  functional and reporting currency is the United States dollar. The functional
  currency of the Companys subsidiary is the Canadian dollar. The financial
  statements of this subsidiary are translated to United States dollars in accordance
  with SFAS No. 52, Foreign Currency Translation, using period-end
  rates of exchange for assets and liabilities, and average rates of exchange
  for the period for revenues and expenses. Translation gains (losses) are
  recorded in accumulated other comprehensive income (loss) as a component of
  stockholders equity. Foreign currency transaction gains and losses are
  included in current operations.

Revenue
  Recognition

We
  have not generated any revenues from inception to September 30, 2005. We
  will recognize revenue related to sales of medical software in accordance with
  Statement of Position No. 97-2, Software Revenue Recognition
  (SOP 97-2), as amended by Statement of Position No. 98-9,
  Software Revenue Recognition with Respect to Certain Arrangements.
  Pursuant to SOP 97-2, revenue will only be recognized when the price is
  fixed or determinable, persuasive evidence of an arrangement exists, the
  service is performed, and collectibility is reasonably assured. Any allowance
  for doubtful accounts will be based on the Companys detailed assessment
  of the collectibility of specific customer accounts. Any significant customer
  accounts that are not expected to be collected are excluded from revenues.

Disclosure
  Regarding Forward-Looking Statements

Certain
  statements contained in this quarterly report on Form 10QSB/A constitute
  forward-looking statements within the meaning of Section 21E of the Securities
  Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995.
  Such forward-looking statements involve known and unknown risks, uncertainties
  and other factors which may cause deviations in actual results, performance
  or achievements to be materially different from any future results, performance
  or achievement expressed or implied. Such factors include but are not limited
  to: market and customer acceptance of and satisfaction with our products, market
  demand for our products; fluctuations in foreign currency markets; the use of
  estimates in the preparation of our financial statements; the impact of competitive
  products and pricing in our field; the ability to develop and launch new products
  in a timely fashion; government and industry regulatory environment; fluctuations
  in operating results, including, but not limited to, spending on research and
  development, spending on sales and marketing activities, spending on technical
  and product support; and other risks outlined in previous filings with the Securities
  and Exchange Commission, and in this quarterly report on Form 10-QSB/A.
  The words believe, expect, may, anticipate,
  intend and plan and similar expressions identify forward-looking
  statements. Such statements are subject to risks and uncertainties that cannot
  be quantified and, consequently, actual results may differ materially from those
  expressed or implied by such forward-looking statements. You are cautioned not
  to place undue reliance on these forward-looking statements. The terms Company,
  we, us, our, VisualMED and the
  Registrant refer to VisualMED Clinical Solutions Corp., a Nevada corporation,
  and its subsidiaries. Factors that could cause actual results to differ from
  those expressed in forward-looking statements include, but are not limited to:

| |  | Our
        limited operating history;
| | - | --------------------------------------

| |  | Our
        auditors have issued a going concern opinion. Therefore we may not be
        able to achieve our objectives and may have to suspend or cease operations;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Because
        we have historically incurred losses and these losses may increase in
        the future, we must begin generating a profit from our operations. If
        we do not begin generating a profit we may have to suspend or cease operations;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | We
        have experienced a history of losses and expect to incur future losses.
        Therefore, we must continue to raise money from investors to fund our
        operations. If we are unable to fund our operations, we will cease doing
        business;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





13



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| |  | Because
        we depend on a limited number of third parties to manufacture and supply
        critical components for our products and services, if a third party manufacturer
        should cease operations or refuse to sell components to us, we may have
        to suspend or cease operations;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | If
        we cannot deliver the VisualMed systems our customers demand, we will
        be unable to attract customers, which would likely result in a loss of
        income and eventually a termination of our operations;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Competition
        from companies with already established marketing links to our potential
        customers may adversely affect our ability to market our products;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Our
        parent company has significant influence over our corporate decisions;
| | - | ----------------------------------------------------------------------------------

| |  | Because
        we do not have any patents, we rely on trade secrets, confidentiality
        agreements and contractual agreements, which may not be adequate to protect
        our proprietary interests. If our proprietary interests are divulged to
        the public, our operations may be adversely impacted and we may have to
        cease operations;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | We
        may be exposed to liability claims if products based on our technologies
        are marketed and sold. We have liability insurance coverage in the amount
        of $1,000,000, however, if a judgment is rendered against us in excess
        of the amount of our coverage, we may have to cease operations;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Third
        parties may claim that our current or future products or services infringe
        their proprietary rights or assert other claims against us;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Fluctuations
        in the value of foreign currencies could result in increased product costs
        and operating expenses;
| | - | -------------------------------------------------------------------------------------------------------------------------------

| |  | We
        must be able to respond to rapidly changing technology, services and standards
        in order to remain competitive;
| | - | ---------------------------------------------------------------------------------------------------------------------------------

| |  | Because
        the market for our common stock is limited, our investors may not be able
        to resell their shares of common stock;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------

| |  | Because
        our common stock is subject to penny stock rules, the liquidity of investments
        may be restricted.
| | - | -------------------------------------------------------------------------------------------------------------------------







14



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SIGNATURES

Pursuant
  to the requirements of Section 13 or 15(d) of the Securities and Exchange Act
  of 1934, the Registrant has duly caused this amendment to its quarterly report
  on Form 10-QSB/A to be signed on its behalf by the undersigned, thereunto duly
  authorized, on this 14th day of February 2006.



VISUALMED
          CLINICAL SOLUTIONS CORP.(Registrant)By:
      /s/ Gerard DabGerard
          DabPrincipal Executive Officer, Secretary anda member of the Board of Directors






















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|Exhibits |  | Description                                                                                                                                                                       
|-------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1     |  | Certification
        of Principal Executive Officer pursuant to Rule 13a-15(e) and Rule 15d-15(e),
        promulgated under the Securities and Exchange Act of 1934, as amended.
|31.2     |  | Certification
        of Principal Financial Officer pursuant to Rule 13a-15(e) and Rule 15d-15(e),
        promulgated under the Securities and Exchange Act of 1934, as amended.
|32.1     |  | Certification
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002 (Principal Executive Officer).             
|32.2     |  | Certification
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002 (Principal Financial Officer).             







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