United States Securities and Exchange Commission

Washington, D.C. 20549

FORM10-QSB



|x | QUARTERLY
        REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
        ACT OF 1934For the quarterly period ended  December 31, 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 February 13, 2006, the issuer had 44,094,991 outstanding shares of common
  stock.

_____________________

Transitional
  Small Business Disclosure Format (Check one): YesoNox






---



TABLE OF CONTENTS



|                |  | PART
        I                                                    | ii
|--------------- |  | ----------------------------------------------------------------- | --
|                |  |                                                                   |   
|ITEM
        1. |  | FINANCIAL
        STATEMENTS                                      | 1 
|                |  |                                                                   |   
|ITEM
        2. |  | MANAGEMENTS
        DISCUSSION AND ANALYSIS OR PLAN OF OPERATION | 11
|                |  |                                                                   |   
|ITEM
        3. |  | CONTROLS
        AND PROCEDURES                                   | 14
|                |  |                                                                   |   
|                |  | PART
        II                                                   | 15
|                |  |                                                                   |   
|ITEM
        1. |  | LEGAL
        PROCEEDINGS                                         | 15
|                |  |                                                                   |   
|ITEM
        6. |  | EXHIBITS
        AND REPORTS ON FORM 8-K                          | 15
|                |  |                                                                   |   





i

---



PART I.

ITEM 1. - Financial Statements

VisualMED
Clinical Solutions Corp.
(A Development Stage Company)
(Unaudited)

|                                               |      
|---------------------------------------------- | -----
|                                               | 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)

|                                                                                                                                              |  |  |                                       |   |  |                                 |  
|--------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------------------------------------- | - |  | ------------------------------- | -
|                                                                                                                                              |  |  | December 31,
  2005
  $
  (Unaudited) |   |  | June 30,
  2005
  $
  (Audited) |  
|                                                                                                                                              |  |  |                                       |   |  |                                 |  
|Assets                                                                                                                                        |  |  |                                       |   |  |                                 |  
|                                                                                                                                              |  |  |                                       |   |  |                                 |  
|Current Assets                                                                                                                                |  |  |                                       |   |  |                                 |  
|                                                                                                                                              |  |  |                                       |   |  |                                 |  
|Cash                                                                                                                                          |  |  | 309,313                               |   |  | 348,410                         |  
|Advances to related parties (Note 3)                                                                                                          |  |  | 94,783                                |   |  | 57,265                          |  
|Prepaid expenses                                                                                                                              |  |  | 590,160                               |   |  | 454,777                         |  
|Inventory                                                                                                                                     |  |  | 50,592                                |   |  |                                |  
|Other assets                                                                                                                                  |  |  | 20,721                                |   |  | 14,512                          |  
|                                                                                                                                              |  |  |                                       |   |  |                                 |  
|Total Current Assets                                                                                                                          |  |  | 1,065,569                             |   |  | 874,964                         |  
|                                                                                                                                              |  |  |                                       |   |  |                                 |  
|Property and Equipment (Note 4)                                                                                                               |  |  | 63,881                                |   |  | 33,390                          |  
|                                                                                                                                              |  |  |                                       |   |  |                                 |  
|Total Assets                                                                                                                                  |  |  | 1,129,450                             |   |  | 908,354                         |  
|                                                                                                                                              |  |  |                                       |   |  |                                 |  
|                                                                                                                                              |  |  |                                       |   |  |                                 |  
|Liabilities and Stockholders Equity
  (Deficit)                                                                                              |  |  |                                       |   |  |                                 |  
|                                                                                                                                              |  |  |                                       |   |  |                                 |  
|Current Liabilities                                                                                                                           |  |  |                                       |   |  |                                 |  
|                                                                                                                                              |  |  |                                       |   |  |                                 |  
|Accounts payable                                                                                                                              |  |  | 110,988                               |   |  | 96,850                          |  
|Accrued liabilities                                                                                                                           |  |  | 101,496                               |   |  | 105,350                         |  
|Notes payable                                                                                                                                 |  |  |                                      |   |  | 651,865                         |  
|Current portion of capital lease
obligation                                                                                                   |  |  | 3,593                                 |   |  | 3,244                           |  
|Deferred revenue                                                                                                                              |  |  | 114,375                               |   |  | 67,000                          |  
|                                                                                                                                              |  |  |                                       |   |  |                                 |  
|Total Current Liabilities                                                                                                                     |  |  | 330,452                               |   |  | 924,309                         |  
|                                                                                                                                              |  |  |                                       |   |  |                                 |  
|Capital Lease Obligation                                                                                                                      |  |  | 5,024                                 |   |  | 6,515                           |  
|                                                                                                                                              |  |  |                                       |   |  |                                 |  
|Total Liabilities                                                                                                                             |  |  | 335,476                               |   |  | 930,824                         |  
|                                                                                                                                              |  |  |                                       |   |  |                                 |  
|                                                                                                                                              |  |  |                                       |   |  |                                 |  
|Commitments (Notes 1 and 8)                                                                                                                   |  |  |                                       |   |  |                                 |  
|                                                                                                                                              |  |  |                                       |   |  |                                 |  
|Stockholders Equity (Deficit)                                                                                                                |  |  |                                       |   |  |                                 |  
|Common Stock,100,000,000 shares authorized with a par value of $0.00001;43,958,543 and 42,381,400 shares issued and outstanding, respectively |  |  | 440                                   |   |  | 424                             |  
|Additional Paid-in Capital                                                                                                                    |  |  | 8,658,420                             |   |  | 6,687,006                       |  
|Accumulated Other Comprehensive Loss                                                                                                          |  |  | (46,178                               | ) |  | (7,171                          | )
|Deficit Accumulated During the Development
  Stage                                                                                            |  |  | (7,818,708                            | ) |  | (6,702,729                      | )
|                                                                                                                                              |  |  |                                       |   |  |                                 |  
|Total Stockholders Equity (Deficit)                                                                                                          |  |  | 793,974                               |   |  | (22,470                         | )
|                                                                                                                                              |  |  |                                       |   |  |                                 |  
|Total Liabilities and Stockholders Equity
  (Deficit)                                                                                        |  |  | 1,129,450                             |   |  | 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
  (Date of Inception)
  to December 31,

  2005
  $ |                                     |            |                                   |  |          |            |          |  |           
|                                          |  |                                                                                            |                                     |            |                                   |  |          |            |          | 
|                                          |  |                                                                                            | Three
  Months Ended
  December 31, |            | Six Months
  Ended
  December 31, | 
|                                          |  |                                                                                            | 2005
  $                            |            | 2004
  $                          |  | 2005
  $ |            | 2004
  $ | 
|                                          |  |                                                                                            |                                     |            |                                   |  |          |            |          |  |            |   |  |            |   |  |            |  
|Revenue                                   |  |                                                                                            |                                     | 154,835    |                                   |  |          | 154,835    |          |  |           |   |  | 154,835    |   |  |           |  
|Cost of
  sales                           |  |                                                                                            |                                     | 101,609    |                                   |  |          | 101,609    |          |  |           |   |  | 101,609    |   |  |           |  
|                                          |  |                                                                                            |                                     |            |                                   |  |          |            |          |  |            |   |  |            |   |  |            |  
|                                          |  |                                                                                            |                                     |            |                                   |  |          |            |          |  |            |   |  |            |   |  |            |  
|Gross Profit                              |  |                                                                                            |                                     | 53,226     |                                   |  |          | 53,226     |          |  |           |   |  | 53,226     |   |  |           |  
|                                          |  |                                                                                            |                                     |            |                                   |  |          |            |          |  |            |   |  |            |   |  |            |  
|                                          |  |                                                                                            |                                     |            |                                   |  |          |            |          |  |            |   |  |            |   |  |            |  
|Expenses                                  |  |                                                                                            |                                     |            |                                   |  |          |            |          |  |            |   |  |            |   |  |            |  
|Customer service                          |  |                                                                                            |                                     | 678,197    |                                   |  |          | 147,734    |          |  | 232,387    |   |  | 249,187    |   |  | 232,387    |  
|Amortization                              |  |                                                                                            |                                     | 13,372     |                                   |  |          | 5,624      |          |  | 696        |   |  | 8,616      |   |  | 696        |  
|Development costs                         |  |                                                                                            |                                     | 1,006,046  |                                   |  |          | 227,313    |          |  | 296,796    |   |  | 444,690    |   |  | 296,796    |  
|General and administration                |  |                                                                                            |                                     | 1,144,552  |                                   |  |          | 276,540    |          |  | 245,590    |   |  | 457,259    |   |  | 260,374    |  
|Sales and marketing                       |  |                                                                                            |                                     | 160,178    |                                   |  |          | 30,367     |          |  | 17,890     |   |  | 76,567     |   |  | 17,890     |  
|                                          |  |                                                                                            |                                     |            |                                   |  |          |            |          |  |            |   |  |            |   |  |            |  
|                                          |  |                                                                                            |                                     |            |                                   |  |          |            |          |  |            |   |  |            |   |  |            |  
|Total
  Expenses                          |  |                                                                                            |                                     | 3,002,345  |                                   |  |          | 687,578    |          |  | 793,359    |   |  | 1,236,319  |   |  | 808,143    |  
|                                          |  |                                                                                            |                                     |            |                                   |  |          |            |          |  |            |   |  |            |   |  |            |  
|                                          |  |                                                                                            |                                     |            |                                   |  |          |            |          |  |            |   |  |            |   |  |            |  
|Net Loss
  From Operations                |  |                                                                                            |                                     | (2,949,119 | )                                 |  |          | (634,352   | )        |  | (793,359   | ) |  | (1,183,093 | ) |  | (808,143   | )
|                                          |  |                                                                                            |                                     |            |                                   |  |          |            |          |  |            |   |  |            |   |  |            |  
|Other Income
  (Expenses)                 |  |                                                                                            |                                     |            |                                   |  |          |            |          |  |            |   |  |            |   |  |            |  
|Interest expense                          |  |                                                                                            |                                     | (39,718    | )                                 |  |          |           |          |  | (16,359    | ) |  |           |   |  | (16,359    | )
|Financing costs                           |  |                                                                                            |                                     | (4,514,285 | )                                 |  |          |           |          |  |           |   |  |           |   |  |           |  
|Foreign exchange gain                     |  |                                                                                            |                                     | 74,146     |                                   |  |          | 49,691     |          |  |           |   |  | 67,114     |   |  |           |  
|Gain on forgiveness of debt               |  |                                                                                            |                                     | 12,689     |                                   |  |          |           |          |  |           |   |  |           |   |  |           |  
|                                          |  |                                                                                            |                                     |            |                                   |  |          |            |          |  |            |   |  |            |   |  |            |  
|                                          |  |                                                                                            |                                     |            |                                   |  |          |            |          |  |            |   |  |            |   |  |            |  
|Net Loss
  Before Discontinued Operations |  |                                                                                            |                                     | (7,416,287 | )                                 |  |          | (584,661   | )        |  | (809,718   | ) |  | (1,115,979 | ) |  | (824,502   | )
|                                          |  |                                                                                            |                                     |            |                                   |  |          |            |          |  |            |   |  |            |   |  |            |  
|Discontinued
  Operations                 |  |                                                                                            |                                     | (402,421   | )                                 |  |          |           |          |  |           |   |  |           |   |  | (1,143     | )
|                                          |  |                                                                                            |                                     |            |                                   |  |          |            |          |  |            |   |  |            |   |  |            |  
|                                          |  |                                                                                            |                                     |            |                                   |  |          |            |          |  |            |   |  |            |   |  |            |  
|Net Loss for
  the Period                 |  |                                                                                            |                                     | (7,818,708 | )                                 |  |          | (584,661   | )        |  | (809,718   | ) |  | (1,115,979 | ) |  | (825,645   | )
|                                          |  |                                                                                            |                                     |            |                                   |  |          |            |          |  |            |   |  |            |   |  |            |  
|Other
  Comprehensive Loss                |  |                                                                                            |                                     |            |                                   |  |          |            |          |  |            |   |  |            |   |  |            |  
|Foreign currency translation adjustments  |  |                                                                                            |                                     | (46,178    | )                                 |  |          | (40,143    | )        |  | (26,968    | ) |  | (39,007    | ) |  | (26,968    | )
|                                          |  |                                                                                            |                                     |            |                                   |  |          |            |          |  |            |   |  |            |   |  |            |  
|                                          |  |                                                                                            |                                     |            |                                   |  |          |            |          |  |            |   |  |            |   |  |            |  
|Comprehensive
  Loss                      |  |                                                                                            |                                     | (7,864,886 | )                                 |  |          | (624,804   | )        |  | (836,686   | ) |  | (1,154,986 | ) |  | (852,613   | )
|                                          |  |                                                                                            |                                     |            |                                   |  |          |            |          |  |            |   |  |            |   |  |            |  
|                                          |  |                                                                                            |                                     |            |                                   |  |          |            |          |  |            |   |  |            |   |  |            |  
|Net Loss Per
  Share  Basic and Diluted  |  |                                                                                            |                                     |            |                                   |  |          | (0.01      | )        |  | (0.02      | ) |  | (0.03      | ) |  | (0.02      | )
|                                          |  |                                                                                            |                                     |            |                                   |  |          |            |          |  |            |   |  |            |   |  |            |  
|                                          |  |                                                                                            |                                     |            |                                   |  |          |            |          |  |            |   |  |            |   |  |            |  
|Weighted
  Average Shares Outstanding     |  |                                                                                            |                                     |            |                                   |  |          | 43,741,000 |          |  | 39,832,500 |   |  | 43,434,000 |   |  | 39,832,500 |  
|                                         
|                                          |  |                                                                                            |                                     |            |                                   |  |          |            |          |  |            |   |  |            |   |  |            |  

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

2

---



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

|                                                                              |  |                                                        |            |                                                        |  |          |  
|----------------------------------------------------------------------------- |  | ------------------------------------------------------ | ---------- | ------------------------------------------------------ |  | -------- | -
|                                                                              |  | For the
  Six
  Months Ended
  December 31,
  2005
  $ |            | For the
  Six
  Months Ended
  December 31,
  2004
  $ | 
|                                                                              |  |                                                        |            |                                                        | 
|Operating
  Activities                                                        |  |                                                        |            |                                                        |  |          |  
|Net loss                                                                      |  |                                                        | (1,115,979 | )                                                      |  | (825,645 | )
|                                                                              |  |                                                        |            |                                                        |  |          |  
|Adjustments
  to reconcile net loss to net cash used in operating activities: |  |                                                        |            |                                                        |  |          |  
|Amortization                                                                  |  |                                                        | 8,616      |                                                        |  | 696      |  
|Write off of assets                                                           |  |                                                        |           |                                                        |  | 924      |  
|Changes in
  operating assets and liabilities                                 |  |                                                        |            |                                                        |  |          |  
|(Increase) in prepaid expenses                                                |  |                                                        | (135,383   | )                                                      |  | (5,586   | )
|(Increase) in inventory                                                       |  |                                                        | (50,592    | )                                                      |  |         |  
|(Increase) in other assets                                                    |  |                                                        | (6,209     | )                                                      |  | (8,127   | )
|Increase in deferred revenue                                                  |  |                                                        | 47,375     |                                                        |  |         |  
|(Increase) in advances and receivables                                        |  |                                                        | (37,518    | )                                                      |  | (115,452 | )
|Increase in accounts payable and accrued
  liabilities                        |  |                                                        | 10,284     |                                                        |  | 205,986  |  
|                                                                              |  |                                                        |            |                                                        |  |          |  
|                                                                              |  |                                                        |            |                                                        |  |          |  
|Net Cash
  Used In Operating Activities                                       |  |                                                        | (1,279,406 | )                                                      |  | (747,204 | )
|                                                                              |  |                                                        |            |                                                        |  |          |  
|                                                                              |  |                                                        |            |                                                        |  |          |  
|Investing
  Activities                                                        |  |                                                        |            |                                                        |  |          |  
|Purchase of property and equipment                                            |  |                                                        | (36,961    | )                                                      |  | (8,235   | )
|                                                                              |  |                                                        |            |                                                        |  |          |  
|                                                                              |  |                                                        |            |                                                        |  |          |  
|Net Cash Used In Investing Activities                                         |  |                                                        | (36,961    | )                                                      |  | (8,235   | )
|                                                                              |  |                                                        |            |                                                        |  |          |  
|                                                                             
|Financing
  Activities                                                        |  |                                                        |            |                                                        |  |          |  
|Proceeds from the sale of common stock                                        |  |                                                        | 805,471    |                                                        |  |         |  
|Repayment of capital lease obligation                                         |  |                                                        | (1,142     | )                                                      |  |         |  
|Proceeds from notes payable                                                   |  |                                                        | 514,094    |                                                        |  | 800,018  |  
|                                                                              |  |                                                        |            |                                                        |  |          |  
|                                                                              |  |                                                        |            |                                                        |  |          |  
|Net Cash
  Provided By Financing Activities                                   |  |                                                        | 1,318,423  |                                                        |  | 800,018  |  
|                                                                              |  |                                                        |            |                                                        |  |          |  
|                                                                              |  |                                                        |            |                                                        |  |          |  
|Effect of
  Exchange Rate Changes on Cash                                     |  |                                                        | (41,153    | )                                                      |  | (7,875   | )
|                                                                              |  |                                                        |            |                                                        |  |          |  
|                                                                              |  |                                                        |            |                                                        |  |          |  
|Increase
  (Decrease) in Cash                                                 |  |                                                        | (39,097    | )                                                      |  | 36,704   |  
|Cash 
  Beginning of Period                                                  |  |                                                        | 348,410    |                                                        |  | 692      |  
|                                                                              |  |                                                        |            |                                                        |  |          |  
|                                                                              |  |                                                        |            |                                                        |  |          |  
|Cash  End
  of Period                                                        |  |                                                        | 309,313    |                                                        |  | 37,396   |  
|                                                                              |  |                                                        |            |                                                        |  |          |  
|                                                                              |  |                                                        |            |                                                        |  |          |  
|Non-Cash
  Financing Activities                                               |  |                                                        |            |                                                        |  |          |  
|Common stock issued for settlement of notes
  payable and accrued interest    |  |                                                        | 1,165,959  |                                                        |  |         |  
|                                                                              |  |                                                        |            |                                                        |  |          |  
|                                                                              |  |                                                        |            |                                                        |  |          |  
|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 original 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 has 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 exclusivity agreements
with other non-related companies. As the result of the transaction, VHCC
controlled 80% of the Company.

The Companys
new business plan involves the distribution of medical software, and the
Company, in connection with the closing of 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. At December 31, 2005, the Company had working
capital of $735,117 and has incurred losses of $7,818,708 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 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.

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Summary of
  Significant Accounting Principles                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|a) | Basis of
  Presentation and Fiscal Year                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | 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.

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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|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.                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|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.                                                                                                                                                                                                                                                       

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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|i) | Financial
  Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The carrying
  value of cash, accounts payable, accrued liabilities, 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 also includes related support and implementation costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|k) | Revenue
  Recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company
  recognizes revenue related to sales and licensing 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. The Companys
  revenue contracts are accounted for in conformity with Accounting Research
  Bulletin No. 45 Long-Term Construction-Type Contracts,
  using the relevant guidance in SOP 81-1 Accounting for Performance of Construction-Type and
  Certain Production-Type Contracts, unless specified criteria for
  separate accounting for any service element are met. 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 $101,250 on
  contracts entered into to provide product and services, which has been
  recorded as deferred revenue at December 31, 2005. The Company received
  $15,000 during the period for annual license renewal fees, which are
  recognized in revenue over the term of the license. At December 31, 2005, the
  Company has recorded $13,125 of annual license fees as deferred revenue.
  Incremental direct costs related to contract acquisition and origination,
  which result in deferred revenue, are expensed as incurred. Any allowance for
  doubtful accounts is 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. To
  date, the Company has not experienced any losses from uncollectible accounts.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|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. For the six month periods ended
  December 31, 2005 and 2004, the Companys only component of comprehensive
  loss was foreign currency translation adjustments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|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. The 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|n) | Recent
  Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | 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 did not
  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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

7

---



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)                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3. | Advances to
  Related Parties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| |                                                                   |  |                                        |        |                                 |  |        | 
| | ----------------------------------------------------------------- |  | -------------------------------------- | ------ | ------------------------------- |  | ------ | 
| |                                                                   |  | December 31, 
  2005
  $
  (unaudited) |        | June 30,
  2005
  $
  (audited) | 
| |                                                                   |  |                                        |        |                                 |  |        | 
| | Advances to
  employees                                           |  | (a)                                    | 35,417 |                                 |  |       | 
| | Due from
  Visual Healthcare Corporation, an affiliated company   |  | (b)                                    | 686    |                                 |  | 664    | 
| | Due from
  VisualMED Clinical Systems Inc., an affiliated company |  | (c)                                    | 58,680 |                                 |  | 56,601 | 
| |                                                                   |  |                                        |        |                                 |  |        | 
| |                                                                   |  |                                        | 94,783 |                                 |  | 57,265 | 
| |                                                                   |  |                                        |        |                                 |  |        | 

|   |                                                                                                                                                                                                                            
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a) | Advances to
  employees of $35,417 represent amounts advanced towards travel expenses to be
  incurred. These amounts are non-interest bearing.                                                                            
|   |                                                                                                                                                                                                                            
|b) | The Company
  is owed $686 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 $58,680 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.
|   |                                                                                                                                                                                                                            
|4. | Property and
  Equipment                                                                                                                                                                                                   

| |                          |  |          |        |                                |        |                                                          |  |                                                    |  |  |        |  | 
| | ------------------------ |  | -------- | ------ | ------------------------------ | ------ | -------------------------------------------------------- |  | -------------------------------------------------- |  |  | ------ |  | 
| |                          |  | Cost
  $ |        | Accumulated
  Amortization
  $ |        | December 31, 2005
  Net carrying value
  $
  (unaudited) |  | June 30, 2005
  Net carrying value
  $
  (audited) | 
|
| | Computer
  hardware      |  |          | 38,182 |                                | 5,994  |                                                          |  | 32,188                                             |  |  | 8,414  |  | 
| | Computer
  software      |  |          | 18,332 |                                | 3,813  |                                                          |  | 14,519                                             |  |  | 6,523  |  | 
| | Office
  furniture       |  |          | 12,003 |                                | 2,077  |                                                          |  | 9,926                                              |  |  | 10,654 |  | 
| | Leasehold
  improvements |  |          | 9,139  |                                | 1,891  |                                                          |  | 7,248                                              |  |  | 7,799  |  | 
| |                          |  |          |        |                                |        |                                                          |  |                                                    |  |  |        |  | 
| |                          |  |          | 77,656 |                                | 13,775 |                                                          |  | 63,881                                             |  |  | 33,390 |  | 
| |                          |  |          |        |                                |        |                                                          |  |                                                    |  |  |        |  | 

| |                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Assets under
  capital lease are included in office furniture with a cost of $11,129. During
  the period ended December 31, 2005, the Company recognized amortization of
  assets under capital lease of $1,179 (June 30, 2005  $649).

8

---



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

|   |                                                                                                                                                                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | Related
  Party Transactions/Balances                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                 
|   | The Company
  is indebted to a director and officers for $14,729, 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.
|   |                                                                                                                                                                                                                                                                 
|6. | Common Stock                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                 
|a) | On December
  14, 2005, the Company issued 138,240 shares of common stock upon the exercise
  of 138,240 warrants at $1.25 per share for proceeds of $172,800.                                                                                                  
|   |                                                                                                                                                                                                                                                                 
|b) | On December
  2, 2005, the Company issued 100,332 shares of common stock upon the exercise
  of 100,332 warrants at $1.25 per share for proceeds of $125,415.                                                                                                   
|   |                                                                                                                                                                                                                                                                 
|c) | On November
  4, 2005, the Company issued 67,984 shares of common stock upon the exercise
  of 67,984 warrants at $1.25 per share for proceeds of $84,980.                                                                                                      
|   |                                                                                                                                                                                                                                                                 
|d) | On October
  7, 2005, the Company issued 137,800 shares of common stock upon the exercise
  of 137,800 warrants at $1.25 per share for proceeds of $172,250.                                                                                                    
|   |                                                                                                                                                                                                                                                                 
|e) | 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.                                                                                                  
|   |                                                                                                                                                                                                                                                                 
|f) | 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 to settle notes payable of $225,671.                                                                                         
|   |                                                                                                                                                                                                                                                                 
|g) | 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 to settle notes payable of $940,288.                                                                                           
|   |                                                                                                                                                                                                                                                                 
|h) | Share
  Purchase Warrants:                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                 
|   | The
  following table summarizes the continuity of the Companys warrants:                                                                                                                                                                                      

| |                                  |  |                      |            |                                         |      |  | 
| | -------------------------------- |  | -------------------- | ---------- | --------------------------------------- | ---- |  | 
| |                                  |  | Number of
  Warrants |            | Weighted
  average
  exercise price
  $ |     
| |                                  |  |                      |            |                                         |     
| | Balance,
  June 30, 2005         |  |                      | 2,275,567  |                                         | 1.25 |  | 
| | Issued                           |  |                      |           |                                         |     |  | 
| | Exercised                        |  |                      | (1,577,143 | )                                       | 1.25 |  | 
| |                                  |  |                      |            |                                         |      |  | 
| | Outstanding,
  December 31, 2005 |  |                      | 698,424    |                                         | 1.25 |  | 
| |                                  |  |                      |            |                                         |      |  | 

| |                                                                                
| | -------------------------------------------------------------------------------
| | At December
  31, 2005, the following share purchase warrants were outstanding:

| |                      |  |  |                |      |             |                |  | 
| | -------------------- |  |  | -------------- | ---- | ----------- | -------------- |  | 
| | Number of
  Warrants |  |  | Exercise Price |      | Expiry Date |               
| |                      |  |  |                |      |             |               
| | 698,424              |  |  | $              | 1.25 |             | March 23, 2007 | 

9

---



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

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7. | 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:                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|8. | Commitments                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | 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 December 31, 2005, the Company incurred rent expense of $12,348. Future
  payments for the next five fiscal years are as follows:

|     |  |   |         | 
|---- |  | - | ------- | 
|2006 |  | $ | 32,000  | 
|2007 |  | $ | 64,100  | 
|2008 |  | $ | 64,100  | 
|2009 |  | $ | 64,100  | 
|2010 |  | $ | 17,500  | 
|     |  |   |         | 
|     |  | $ | 241,800 | 
|     |  |   |         | 

|   |                                                                                                                                                                              
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9. | Subsequent
  Event                                                                                                                                                           
|   |                                                                                                                                                                              
|   | On January
  20, 2006, the Company issued 136,448 shares of common stock upon the exercise
  of 136,448 warrants at $1.25 per share for proceeds of $170,560
  (Cdn$199,980).

10

---



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

We incurred
losses of $1,115,979 for the six months ending December 31, 2005. This compares
to $825,645 in the comparable prior year period. The principal components of
these losses involve the following:

| |   |                                                                                                                                                                                                                                    
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Maintenance
  and further development of 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;                                                                                 
| |   |                                                                                                                                                                                                                                    
| |  | Increased
  travel and sales expenses related to direct sales approach and management of
  our growing sales funnel as our business continues to expand in the United
  States and overseas, and we continue to pursue contracts;  
| |   |                                                                                                                                                                                                                                    
| |  | Increased
  presence at industry conferences and events;                                                                                                                                                                           
| |   |                                                                                                                                                                                                                                    
| |  | Software
  licensing expenses;                                                                                                                                                                                                     
| |   |                                                                                                                                                                                                                                    
| |  | Costs
  related to the completed implementation of the VisualMED system at Southwest
  Regional Rehabilitation Center in Battle Creek, MI.                                                                                         
| |   |                                                                                                                                                                                                                                    
| |  | Costs
  related to the implementation of the VisualMED System at Kansas Surgery and
  Recovery Center in Wichita, KS.                                                                                                              
| |   |                                                                                                                                                                                                                                    
| |  | Expenses
  related to presentations, demonstrations, software and infrastructure
  configurations to match the specific needs of particular potential client
  facilities, including requests for proposal and other major tenders;
| |   |                                                                                                                                                                                                                                    
| |  | 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, consisting of settlement of notes payable of $1,674,612 and accrued
interest of $32,063, 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. During the six month period ending December 31,
  2006, we received cash proceeds of $805,471 from the exercise of warrants and
  common stock issued pursuant to warrant exercises for settlement of notes payable
  and accrued interest was $1,165,959. Subsequent to the period ending December 31, 2005, a
  further 136,448 warrants were exercised for total proceeds of $170,560.

Operating
expenses for the six months ending December 31, 2005 were $1,236,319. The Company is currently incurring expenses of approximately $206,000 per month.

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 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 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



---



Financial Condition, Liquidity and Capital Resources

At December
31, 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 $1,279,406 during the six months ended December 31, 2005.

At December
31, 2005, we had a positive working capital of $735,117 compared to a working
capital deficiency of $49,345 at June 30, 2005. We had cash on hand of $309,313
at December 31, 2005.

We had a net
loss of $1,115,979 and $825,645 for the six month periods ended December
31, 2005 and 2004, respectively.  This
increase loss reflects our increased marketing activities in the U.S. and
product modifications for prospective clients based on their requirements
expressed in the questionnaires and other submission in our responses for a
number of request for proposals. During the period
ended December 31, 2005, we completed the first revenue contract and recognized
$154,835 in revenue. During the period ended December 31, 2005, we entered into
our second contract for the delivery of our software products and services. To
December 31, 2005, we have received $101,250 from the second contract which is
included in deferred revenue.

At
  December 31, 2005, our total assets were $1,129,450, as compared to total assets
  of $908,354 at June 30, 2005.

At
  December 31, 2005, we had pre-paid expenses of $590,160. This amount consisted
  of prepaid salaries in the amount of $9,039 and an advance in the amount of
  $581,121 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.

At December
31, 2005, our total liabilities were $335,476, as compared to total liabilities
of $930,824 at June 30, 2005. The decrease resulted from the settlement of
notes payable of $651,865 by the issue of common stock during the period ended
December 31, 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

The Company recognizes revenue related to sales and licensing 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. 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. Incremental direct costs related to contract acquisition and origination, which result in deferred revenue, are expensed as incurred.Any allowance for doubtful accounts is 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 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. 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



---



|ITEM 3. | CONTROLS AND PROCEDURES
|------- | -----------------------

As
  of the end of the period covered by this report, under the supervision and with
  the participation of our management, including Gerard Dab, our Chief Executive
  Officer, and Philippe Rainville, our Chief Financial Officer, we have evaluated
  the effectiveness of our disclosure controls and procedures (as defined in Rule
  13a-15(e) of the Securities and Exchange Act of 1934 (Exchange Act)). Based
  on that evaluation, our Chief Executive Officer and our Chief Financial Officer
  have concluded that these disclosure controls and procedures are effective to
  ensure that information required to be disclosed in our annual reports filed
  under the Exchange Act is recorded, processed, summarized and reported within
  the time periods specified in Securities Exchange Commission rules and forms.
  There were no changes in our internal control over financial reporting during
  the fiscal quarter ended December 31, 2005 that have materially affected, or
  are reasonably likely to materially affect, our internal control over financial
  reporting.





14



---



PART II

|ITEM
        1. | LEGAL PROCEEDINGS
|--------------- | -----------------

From time to time we may be involved in litigation incidental to the conduct of our business, such as contractual matters and employee-related matters. Currently, we are not a party to any material legal proceeding or litigation, whether current or threatened, nor are any of our officers, directors or affiliates, a party adverse to us in any legal proceeding or litigation.



|ITEM
        6. | EXHIBITS AND REPORTS ON FORM8-K
|--------------- | -------------------------------



|(a) |  | Exhibits |      | Description
|--- |  | -------- | ---- | -----------
|    |  |          | 3.1  |            
|    |  |          | 3.2  |            
|    |  |          | 3.3  |            
|    |  |          | 31.1 |            
|    |  |          | 31.2 |            
|    |  |          | 32.1 |            
|    |  |          | 32.2 |            





15



---



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 report 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




















16



---



|Exhibits |  | Description                                                                                                                                                                                                           
|-------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1      |  | Articles
        of Incorporation (incorporated by reference to Exhibit 3.1 to the Companys
        Registration Statement on Form SB2 (Registration No. 33394835)
        filed with the SEC on January 18, 2001).
|3.2      |  | Amendment
        to the Articles of Incorporation (incorporated by reference to Exhibit
        3.2 to the Companys Quarterly Report on Form 10QSB filed
        with the SEC on February 22, 2005).               
|3.3      |  | ByLaws
        (incorporated by reference to Exhibit 3.2 to the Companys Registration
        Statement on Form SB2 (Registration No. 33394835) filed
        with the SEC on January 18, 2001).                  
|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).                                                 





17



---