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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

(Mark One)

[X]Quarterly Report Pursuant To Section 13 Or 15(d) Of
The Securities Exchange Act Of 1934

For the quarterly period ended June 30, 2006

[   ] Transition Report Under Section 13 Or 15(d) Of
The Securities Exchange Act Of 1934

For the transition period ________ to ________

COMMISSION FILE NUMBER**000-50459**

INVISION CAPITAL, INC.(Exact name of small business issuer as specified in its
charter)

|NEVADA                                           | 98-0396733                       
|------------------------------------------------ | ---------------------------------
|(State or other jurisdiction of incorporation or | (IRS Employer Identification No.)
|organization)                                    |                                  
|                                                 |                                  
|810 Peace Portal Drive, Suite 212                |                                  
|Blaine, WA 98230                                 |                                  
|(Address of principal executive offices)         |                                  
|                                                 |                                  
|(360) 305-5696                                   |                                  
|Issuer's telephone number                        |                                  

Former Address: 768 Westcot Place, West Vancouver, BC, Canada
V7S 1N9Former Telephone Number: (604) 657-2443Former
fiscal year: July 31(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 twelve 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. Yes [X]  No [   ]

Indicate by check mark whether the registrant is a shell company
  (as defined in Rule 12b-2 of the 
  Exchange Act). Yes [   ]   No [X]

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: As of August
10, 2006, the Issuer had 101,992,000 Shares of Common Stock
outstanding.

Transitional Small Business Disclosure Format (check one): Yes
  [   ]   No [X]

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PART I - FINANCIAL INFORMATION

ITEM
1.                    
FINANCIAL STATEMENTS.

2

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INVISION CAPITAL, INC.

(A Development Stage Company)





CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)



June 30, 2006 
  (Unaudited)







F-1

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INVISION CAPITAL, INC.(A Development Stage Company)CONSOLIDATED BALANCE SHEET(Expressed in U.S. Dollars) 
  (Unaudited)

|                                                               |   | June 30,   |  
|-------------------------------------------------------------- | - | ---------- | -
|                                                               |   | 2006       |  
|                                                               |   |            |  
|                                                               |   |            |  
|ASSETS                                                         |   |            |  
|                                                               |   |            |  
|Current Assets                                                 |   |            |  
|Cash and cash equivalents                                      | $ | 21,488     |  
|Other receivables                                              |   | 232,283    |  
|Loans receivable (Note 7)                                      |   | 230,586    |  
|Prepaid expenses                                               |   | 90,370     |  
|Deferred
      tax asset, less valuation allowance of $685,000 |   | -          |  
|Total Current Assets                                           |   | 574,727    |  
|                                                               |   |            |  
|Equipment (Note 4)                                             |   | 210,505    |  
|Patents
      (Note 4)                                         |   | 322,138    |  
|                                                               |   |            |  
|Total Assets                                                   | $ | 1,107,370  |  
|                                                               |   |            |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                          |   |            |  
|                                                               |   |            |  
|Current Liabilities                                            |   |            |  
|Accounts payable and accrued
      liabilities                 | $ | 520,669    |  
|Loans
      payable -current (Notes 5 and 7)                   |   | 678,537    |  
|Total Current Liabilities                                      |   | 1,199,206  |  
|                                                               |   |            |  
|Loans payable (Notes 6 and 7)                                  |   | 365,500    |  
|                                                               |   |            |  
|Total Liabilities                                              |   | 1,564,706  |  
|                                                               |   |            |  
|Commitments (Note 11)                                          |   |            |  
|                                                               |   |            |  
|Stockholders Deficit                                          |   |            |  
|Common stock (Note 8)                                          |   |            |  
|Authorized                                                     |   |            |  
|1,000,000,000
      common shares, par value $0.001            |   |            |  
|Issued and
      outstanding                                   |   |            |  
|101,992,000                                                    |   | 101,992    |  
|Additional paid-in capital                                     |   | 4,030,676  |  
|Accumulated other comprehensive loss:                          |   |            |  
|Foreign
      currency cumulative translation adjustment       |   | (9,501     | )
|Deficit
      accumulated during the development stage         |   | (4,580,503 | )
|                                                               |   |            |  
|Total Stockholders
      Deficit                              |   | (457,336   | )
|                                                               |   |            |  
|Total Liabilities
      and Stockholders Deficit              | $ | 1,107,370  |  

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

F-2

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INVISION CAPITAL, INC.(A Development Stage Company)CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS(Expressed in U.S. Dollars) 
  (Unaudited)

CumulativeAmounts
      
      
      Six
      
      
      Six
      
      
      Three
      
      
      ThreeFrom Inception
      
      
      Months
      
      
      Months
      
      
      Months
      
      
      Months(December 7,
      
      
      Ended
      
      
      Ended
      
      
      Ended
      
      
      Ended2004) to June 30,
      
      
      June 30,
      
      
      June 30,
      
      
      June 30,
      
      
      June 30,2006
      
      
      2006
      
      
      2005
      
      
      2006
      
      
      2005EXPENSESProfessional and management
        fees
      $
      645,405
      
      $
      532,498
      
      $
      14,809
      
      $
      299,102
      
      $
      141Other operating expenses
      
      1,372,539
      
      
      629,668
      
      
      77,505
      
      
      378,693
      
      
      19,065Stock compensation expense
      
      2,566,405
      
      
      2,566,405
      
      
      -
      
      
      2,566,405
      
      
      -Foreign currency loss
      
      2,527
      
      
      485
      
      
      525
      
      
      303
      
      
      8LOSS BEFORE OTHER ITEMAND INCOME TAXES
      
      4,586,876
      
      
      3,729,056
      
      
      92,839
      
      
      3,244,503
      
      
      19,214OTHER ITEMInterest income
      
      6,373
      
      
      6,039
      
      
      -
      
      
      3,085
      
      
      -LOSS BEFORE INCOME TAXES
      
      4,580,503
      
      
      3,723,017
      
      
      
      
      
      3,241,418
      
      
      19,214Provision for income taxes
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -NET LOSS
      
      4,580,503
      
      
      3,723,017
      
      
      92,839
      
      
      3,241,418
      
      
      19,214OTHER COMPREHENSIVE INCOME (LOSS)Foreign currency translation adjustment
      
      (9,500
      )
      
      (27,362
      )
      
      -
      
      
      22,802
      
      
      -COMPREHENSIVE LOSS
      $
      4,590,003
      
      $
      3,750,379
      
      $
      92,839
      
      $
      3,218,616
      
      $
      19,214BASIC AND DILUTED NET LOSSPER SHARE
      
      
      
      $
      (0.05
      )
      $
      (0.00
      )
      $
      (0.06
      )
      $
      (0.00
      )WEIGHTED AVERAGE NUMBER OFCOMMON SHARES OUTSTANDING
      
      
      
      
      69,947,801
      
      
      51,992,000
      
      
      51,992,000
      
      
      51,992,000


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

F-3

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INVISION CAPITAL, INC.(A Development Stage Company)CONSOLIDATED STATEMENTS OF CASH FLOWS(Expressed in U.S. Dollars)
  (Unaudited)

|                                                                                        |   | Cumulative         |   |   |            |   |   |          |  
|--------------------------------------------------------------------------------------- | - | ------------------ | - | - | ---------- | - | - | -------- | -
|                                                                                        |   | Amounts            |   |   | Six        |   |   | Six      |  
|                                                                                        |   | From Inception     |   |   | Months     |   |   | Months   |  
|                                                                                        |   | (December 7,       |   |   | Ended      |   |   | Ended    |  
|                                                                                        |   | 2004 ) to June 30, |   |   | June 30,   |   |   | June 30, |  
|                                                                                        |   | 2006               |   |   | 2006       |   |   | 2005     |  
|                                                                                        |   |                    |   |   |            |   |   |          |  
|                                                                                        |   |                    |   |   |            |   |   |          |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                    |   |                    |   |   |            |   |   |          |  
|Net loss for the period                                                                 | $ | (4,580,503         | ) | $ | (3,723,017 | ) | $ | (92,839  | )
|Adjustments to reconcile net income
      to cash used in development stage activities: |  
|Amortization                                                                            |   | 40,665             |   |   | 27,108     |   |   | 578      |  
|Stock compensation expense                                                              |   | 2,566,405          |   |   | 2,566,405  |   |   | -        |  
|Change in operating assets and liabilities:                                             |   |                    |   |   |            |   |   |          |  
|Increase in other receivables                                                           |   | (142,867           | ) |   | (142,867   | ) |   | (6,468   | )
|Increase in other assets and prepaid expense                                            |   | (287,450           | ) |   | -          |   |   | -        |  
|Increase in prepaid expenses                                                            |   | (87,907            | ) |   | (87,907    | ) |   | -        |  
|Increase in accounts payable and accrued
      liabilities                              |   | 328,628            |   |   | 328,628    |   |   | 16,741   |  
|Increase in trade, other and accrued
      liabilities                                  |   | 149,939            |   |   | -          |   |   | -        |  
|                                                                                        |   |                    |   |   |            |   |   |          |  
|Net cash used in operating activities                                                   |   | (2,013,090         | ) |   | (1,031,650 | ) |   | (81,988  | )
|                                                                                        |   |                    |   |   |            |   |   |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                    |   |                    |   |   |            |   |   |          |  
|                                                                                        |   |                    |   |   |            |   |   |          |  
|Proceeds (to) from loans
      receivable                                               |   | 28,536             |   |   | 28,536     |   |   | (6,012   | )
|Acquisition of equipment                                                                |   | (251,254           | ) |   | (85,189    | ) |   | (17,920  | )
|Acquisition of patents                                                                  |   | (322,138           | ) |   | (271,836   | ) |   | -        |  
|                                                                                        |   |                    |   |   |            |   |   |          |  
|Net cash used in investing activities                                                   |   | (544,856           | ) |   | (328,489   | ) |   | (23,932  | )
|                                                                                        |   |                    |   |   |            |   |   |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                    |   |                    |   |   |            |   |   |          |  
|                                                                                        |   |                    |   |   |            |   |   |          |  
|Cash acquired from Invision
      Capital, Inc.                                         |   | 81,587             |   |   | 81,587     |   |   | -        |  
|Bank indebtedness                                                                       |   | -                  |   |   | -          |   |   | 8,783    |  
|Issuance of capital stock
      for cash                                                |   | 46,833             |   |   | -          |   |   | -        |  
|Proceeds of funds to additional paid-in
      capital                                   |   | 1,585,998          |   |   | 301,190    |   |   | -        |  
|Proceeds from loans payable                                                             |   | 878,036            |   |   | 878,036    |   |   | 63,370   |  
|                                                                                        |   |                    |   |   |            |   |   |          |  
|Net cash provided by financing activities                                               |   | 2,592,454          |   |   | 1,260,813  |   |   | 72,153   |  
|                                                                                        |   |                    |   |   |            |   |   |          |  
|Provision for income taxes                                                              |   | -                  |   |   | -          |   |   | -        |  
|                                                                                        |   |                    |   |   |            |   |   |          |  
|EFFECT OF FOREIGN CURRENCY TRANSLATION ON                                               |   |                    |   |   |            |   |   |          |  
|CASH AND CASH EQUIVALENTS
      DURING THE PERIOD                                       |   | (13,020            | ) |   | (8,080     | ) |   | (7,982   | )
|                                                                                        |   |                    |   |   |            |   |   |          |  
|NET INCREASE IN CASH                                                                    |   | 21,488             |   |   | (107,406   | ) |   | (41,749  | )
|                                                                                        |   |                    |   |   |            |   |   |          |  
|CASH AND CASH EQUIVALENTS,
      BEGINNING OF PERIOD                                    |   | -                  |   |   | 128,894    |   |   | (41,749  | )
|                                                                                        |   |                    |   |   |            |   |   |          |  
|CASH AND CASH EQUIVALENTS,
      END OF PERIOD                                          | $ | 21,488             |   | $ | 21,488     |   | $ | -        |  

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

F-4

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|INVISION CAPITAL, INC.                        
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|June 30, 2006                                 
|(Unaudited)                                   
|                                              
|                                              

|1. | HISTORY AND ORGANIZATION OF THE COMPANY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Invision Capital, Inc. (the Company) was
        incorporated on January 24, 2003, under the Laws of the State of Nevada
        and was in the business of acquiring, exploring and developing mineral
        properties. Effective April 26, 2006, the Company acquired 100% of the
        issued and outstanding shares of EDI Exploration Drilling International
        GmbH (EDI), a company engaged in the distribution and maintenance
        of water exploration machinery and equipment and the provision of related
        services. The Company has abandoned its mineral property acquisition and
        exploration activities in order to focus its resources on the development
        and marketing of EDIs proprietary technology. The Company is considered
        to be a development stage company, as it has not generated revenues from
        operations.                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Effective April 26, 2006, the Company acquired 100%
        of the issued and outstanding shares of EDI from EDI Exploration International
        Drilling Holding GmbH (EDI Holding) in exchange for an aggregate
        of 50,000,000 shares of the Companys common stock. In addition,
        Frank Rigney transferred 20,000,000 shares of the Companys common
        stock already issued and outstanding prior to the transaction to EDI Holding
        in exchange for $10,000. Completion of the acquisition resulted in the
        former sole shareholder of EDI holding the majority of the Companys
        issued and outstanding common stock. As a result, the transaction was
        accounted for as a recapitalization of EDI.                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The unaudited consolidated statements of operations
        and cash flows of the Company prior to April 26, 2006 are those of EDI.
        The Companys date of incorporation is considered to be December
        7, 2004, the date of inception of EDI.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | These financial statements have been prepared in conformity
        with generally accepted accounting principles in the United States of
        America for interim financial information. The accompanying consolidated
        financial statements do not include all information and footnote disclosures
        required for an annual set of financial statements prepared under United
        States of America generally accepted accounting principles. In the opinion
        of management, all adjustments (consisting solely of normal recurring
        accruals) considered necessary for a fair presentation of financial position,
        results of operations and cash flows as at June 30, 2006 and for all periods
        presented, have been included. Interim results for the period ended June
        30, 2006 are not necessarily indicative of the results that may be expected
        for the fiscal year as a whole.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | These consolidated financial statements have been prepared
        with the on-going assumption that the Company will be able to realize
        its assets and discharge its liabilities in the normal course of business.
        However, certain conditions noted below raise substantial doubt about
        the Companys ability to continue as a going concern. These financial
        statements do not include any adjustments to the amounts and classifications
        of assets and liabilities that might be necessary should the Company be
        unable to continue as a going concern                                                                                                                                                                                                                                                                                                                                               

F-5

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|INVISION CAPITAL, INC.                        
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|June 30, 2006                                 
|(Unaudited)                                   
|                                              
|                                              

|2. | GOING CONCERN (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The operations of the Company have primarily been funded
        by the sale of common stock and loans received. Continued operations of
        the Company are dependent on the Companys ability to complete equity
        financings or generate profitable operations in the future. Managements
        plan in this regard is to secure additional funds through future equity
        financings. Such financings may not be available or may not be available
        on reasonable terms to the Company.

|3. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The financial statements of the Company have
        been prepared in conformity with generally accepted accounting principles
        in the United States of America and are stated in US dollars. The significant
        accounting policies adopted by the Company are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The preparation of financial statements in
        conformity with generally accepted accounting principles in the United
        States requires management to make estimates and assumptions that affect
        the reported amount of assets and liabilities and the disclosure of contingent
        assets and liabilities at the date of the financial statements and the
        reported amount of revenues and expenses during the reporting period.
        Actual results could differ from these estimates.                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The functional currency of the Company is
        the United States dollar. The Companys subsidiary, EDI, uses the
        Euro as its functional currency. Accordingly, monetary assets and liabilities
        denominated in a foreign currency are translated at the exchange rate
        in effect at the balance sheet date while non-monetary assets and liabilities
        are translated at historical rates. Revenue and expense items denominated
        in a foreign currency are translated at exchange rates prevailing when
        such items are recognized in the statement of operations. Exchange gains
        and losses arising on translation of foreign currency items are included
        in the statement of operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company follows the current rate method
        of translation with respect to its foreign subsidiary. Accordingly, assets
        and liabilities are translated into U.S. dollars at the period-end exchange
        rates while revenue and expenses are translated at the average exchange
        rates during the period. Related exchange gains and losses are included
        in a separate component of stockholders equity as accumulated other
        comprehensive income.                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company considers cash held at banks and
        all highly liquid investments with original maturities of three months
        or less to be cash and cash equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

F-6

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|INVISION CAPITAL, INC.                        
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|June 30, 2006                                 
|(Unaudited)                                   
|                                              
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                         
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   | Prepaid expenses consist primarily of prepaid
        vehicle lease and travel expenses.                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   | (e)                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   | Other receivables consist primarily of Value
        Added Tax in Germany.                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   | (f)                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   | Equipment is recorded at cost and consists
        of a well system, technical equipment and machinery, a building, a vehicle
        and office and other equipment. Depreciation is calculated using the straight-line
        method over the useful lives of the assets. Maintenance and repairs are
        expensed as incurred while betterments or renewals are capitalized.
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   | The Company provides for depreciation over
        the estimated life of each asset on a straight-line basis over the following
        periods:                                                                                                                                                                                                                                    

Well system
      20 yearsTechnical equipment and machinery
      3-8 yearsVehicle
      4 yearsOffice and other equipment
      3-8 years


No depreciation for the architectural
  plans and some technical equipment is provided for as construction has not yet
  been completed.

(g)        Patents

Patents and patent applications are recorded
  at cost. Capitalized amounts relate solely to legal and advisory costs incurred
  in registration of the patents. Depreciation is calculated using the straight-line
  method over the useful lives of the assets. No depreciation is provided for
  as the patents have not yet been awarded and/or begun to generate revenues.

(h)        Accounting for
  the impairment of long-lived assets and long-lived assets to be disposed of

The Company reviews all long-lived assets
  for impairment whenever events or changes in circumstances indicate that the
  carrying amount of an asset may not be recoverable. Recoverability of assets
  to be held and used is measured by a comparison of the carrying amount of an
  asset to future net cash flows expected to be generated by the asset. If such
  assets are considered to be impaired, the impairment recognized is measured
  by the amount by which the carrying amount of the assets exceeds the fair value
  of the assets. Assets to be disposed of are reported at the lower of the carrying
  amount or fair value less costs to sell.

F-7

---

|INVISION CAPITAL, INC.                        
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|June 30, 2006                                 
|(Unaudited)                                   
|                                              
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | A deferred tax asset or liability is recorded
        for all temporary differences between financial and tax reporting and
        net operating loss carryforwards. Deferred tax expenses (benefit) result
        from the net change during the period of deferred tax assets and liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Deferred tax assets are reduced by a valuation
        allowance when, in the opinion of management, it is more likely than not
        that some portion or all of the deferred tax assets will not be realized.
        Deferred tax assets and liabilities are adjusted for the effects of changes
        in tax laws and rates on the date of enactment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | (j)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company's financial instruments consist
        of cash and cash equivalents, loans receivable, other receivables, accounts
        payable and accrued liabilities and loans payable. Unless otherwise noted,
        it is management's opinion that the Company is not exposed to significant
        interest, currency or credit risks arising from these financial instruments.
        The fair value of these financial instruments approximates their carrying
        values, unless otherwise noted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | (k)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Prior to January 1, 2006, the Company accounted
        for our employee stock option plans under the intrinsic value method in
        accordance with the provisions of Accounting Principles Board ("APB")
        Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB No. 25")
        and related interpretations. As such, compensation expense under fixed
        term option plans is recorded at the date of grant only to the extent
        that the market value of the underlying stock at the date of grant exceeds
        the exercise price. Additionally, in periods prior to January 1, 2006,
        in accordance with SFAS No. 123 "Accounting for Stock-Based Compensation"
        ("SFAS 123"), since the Company has continued to apply the principles
        of APB 25 to employee stock compensation, pro forma loss and pro forma
        loss per share information has been presented as if the options had been
        valued at their fair values. The Company recognizes compensation expense
        for stock options, common stock and other equity instruments issued to
        non-employees for services received based upon the fair value of the services
        or equity instruments issued, whichever is more reliably determined. Stock
        compensation expense is recognized as the stock option is earned, which
        is generally over the vesting period of the underlying option.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Effective January 1, 2006, the Company adopted
        SFAS No. 123(R), "Share-Based Payment" ("SFAS 123(R)") and related interpretations
        which superseded APB No. 25. SFAS 123(R) requires that all stock-based
        compensation be recognized as an expense in the financial statements and
        that such cost be measured at the fair value of the award. This statement
        was adopted using the modified prospective method, which requires the
        Company to recognize compensation expense on a prospective basis. Therefore,
        prior period financial statements have not been restated. Under this method,
        in addition to reflecting compensation expense for new share-based awards,
        expense is also recognized to reflect the remaining service period of
        awards that had been included in pro-forma disclosures in prior periods.
        Had expense been recognized using the fair value method                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

F-8

---

|INVISION CAPITAL, INC.                        
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|June 30, 2006                                 
|(Unaudited)                                   
|                                              
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | (k)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | described in SFAS 123 (R), using the Black-Scholes
        option-pricing model, the results of operations would have remained unchanged
        because no options have been granted in the comparative periods.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | (l)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Basic net loss per share is computed by dividing
        the net loss for the period by the weighted average number of shares of
        common stock outstanding during the period. Diluted earnings per share
        takes into consideration shares of common stock outstanding (computed
        under basic earnings per share) and potentially dilutive shares of common
        stock. As of June 30, 2006 and 2005, there were no potentially dilutive
        securities outstanding.                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | (m)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Company has adopted SFAS 130, Reporting
        of Comprehensive Income,which establishes guidelines for the
        reporting and display of comprehensive income (loss) and its components
        in financial statements. Comprehensive income (loss) includes foreign
        currency translation adjustments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | (n)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Company is a development stage company
        as defined in SFAS 7, Accounting and Reporting by Development
        Stage Enterprises,as it is devoting substantially all of its
        efforts to establish a new business and planned principal operations have
        not yet commenced.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | (o)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | On December 16, 2004 the Financial Accounting
        Standards Board (FASB) issued Statement of Financial
        Accounting Standards (SFAS) No. 123 (revised 2004),
        Share-Based Payment.SFAS No. 123(R) requires the Company
        to measure all employee stock-based compensation awards using a fair value
        method and record such expense in its consolidated financial statements.
        In addition, SFAS No. 123(R) will require additional accounting related
        to the income tax effects and additional disclosure regarding the cash
        flow effects resulting from share-based payment arrangements. For non-public
        entities, SFAS No. 123(R) is effective for the first interim or annual
        reporting period beginning after December 15, 2005.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In December 2004, FASB issued SFAS No. 153
        to amend Opinion 29 by eliminating the exception for non- monetary exchanges
        of similar productive assets and replaces it with general exception for
        exchanges of non- monetary assets that do not have commercial substance.
        A non-monetary exchange is defined to have commercial substance if the
        future cash flows of the entity are expected to change significantly as
        a result of the exchange. The provision of this Statement is effective
        for non-monetary asset exchanges occurring in fiscal periods beginning
        after June 15, 2005, and should be applied prospectively                                                                                                                  

F-9

---

|INVISION CAPITAL, INC.                        
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|June 30, 2006                                 
|(Unaudited)                                   
|                                              
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | (o)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | In June 2005, the FASB issued Statement 154,
        Accounting Changes and Error Corrections,which replaces
        APB Opinion 20 and FASB Statement 3. Statement 154 changes the requirements
        for the accounting and reporting of a change in accounting principle.
        Opinion 20 previously required that most voluntary changes in accounting
        principles be recognized by including the cumulative effect of the new
        accounting principle in net income of the period of change. Statement
        154 now requires retrospective application of changes in accounting principle
        to prior period financial statements, unless it is impractical to determine
        either the period- specific effects or the cumulative effect of the change.
        The statement is effective for fiscal years beginning after December 15,
        2005.The Company does not expect that the adoption of these new accounting
        pronouncements will have a significant effect on its financial statements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company does not expect that the adoption
        of these new accounting pronouncements will have a significant effect
        on its financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | (p)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Certain amounts reported in the prior periods
        have been reclassified to conform to the current periods presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

F-10

---

|INVISION CAPITAL, INC.                        
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|June 30, 2006                                 
|(Unaudited)                                   
|                                              
|                                              

|4. | EQUIPMENT AND PATENTS
      Equipment
|-- | -------------------------------------

| |                                                             |   | June 30, |  
| | ----------------------------------------------------------- | - | -------- | -
| |                                                             |   | 2006     |  
| |                                                             |   |          |  
| | Architectural plans                                         | $ | 17,819   |  
| | Construction in progress Technical equipment and machinery |   | 15,824   |  
| |                                                             |   | 33,643   |  
| |                                                             |   |          |  
| | Well system                                                 |   | 1,777    |  
| | Technical equipment and machinery                           |   | 183,860  |  
| | Vehicle                                                     |   | 12,251   |  
| | Office and other equipment                                  |   | 19,723   |  
| |                                                             |   | 217,611  |  
| | Accumulated depreciation                                    |   | (40,749  | )
| |                                                             |   | 176,862  |  
| |                                                             |   |          |  
| | Net book value                                              | $ | 210,505  |  

During the period ended June 30, 2006,
  the Company did not amortize its architectural plans and some technical equipment
  and machinery equipment as construction has not yet been completed. The net
  carrying amount of architectural plans and technical equipment and machinery
  not being amortized was $33,643 as of June 30, 2006.

Patents

| |                          |   | June 30, | 
| | ------------------------ | - | -------- | 
| |                          |   | 2006     | 
| |                          |   |          | 
| | Patents                  | $ | 322,138  | 
| | Accumulated depreciation |   | -        | 
| |                          |   |          | 
| | Net book value           | $ | 322,138  | 

During the period ended June 30, 2006,
  the Company did not amortize its patents as the patents have not yet been awarded
  and/or they have not begun to generate revenues. The net carrying amount of
  patents not being amortized was $322,138 as of June 30, 2006.

F-11

---

|INVISION CAPITAL, INC.                        
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|June 30, 2006                                 
|(Unaudited)                                   
|                                              
|                                              

|4. | EQUIPMENT AND PATENTS (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | In the event that facts and circumstances indicate that
        the carrying amount of an asset may not be recoverable and an estimate
        of future undiscounted cash flows is less than the carrying amount of
        the asset, an impairment loss will be recognized. Management's estimates
        of revenues, operating expenses, and operating capital are subject to
        certain risks and uncertainties which may affect the recoverability of
        the Company's investments in its assets. Although management has made
        its best estimate of these factors based on current conditions, it is
        possible that changes could occur which could adversely affect management's
        estimate of the net cash flow expected to be generated from its operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5. | LOANS PAYABLE -CURRENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | During the six months ended June 30, 2006, several loans
        were granted from an individual totaling Euro 350,000 (US -$441,977).
        The loans bear interest of 6% per annum and are due as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

Principal
      Due DateEuro 125,000 (US -$157,849)
      March 31, 2007Euro 125,000 (US -$157,849)
      March 31, 2007Euro 100,000 (US -$126,279)
      June 13, 2007


|6. | LOANS PAYABLE                                                                                                                                                                                    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                  
|   | During the six months ended June 30, 2006, a loan was
        granted from a company for $100,000. The loan bears interest at 8% per
        annum, compounded annually, and is due May 15, 2008.
|   |                                                                                                                                                                                                  
|   | During the six months ended June 30, 2006, a loan was
        granted from a company for $250,000. The loan bears interest at 8% per
        annum, compounded annually, and is due May 15, 2008.
|   |                                                                                                                                                                                                  
|7. | RELATED PARTY TRANSACTIONS                                                                                                                                                                       
|   |                                                                                                                                                                                                  
|   | Loans Receivable                                                                                                                                                                                 

During the six months ended June 30,
  2006, several loans were granted to the former shareholders of EDI totaling
  Euro 24,640 (US -$31,115). The loans bear interest at 3% per annum and are due
  December 31, 2006.

During the six months ended June 30,
  2006, a loan was granted to an officer and director of the Company and a managing
  director of EDI, for Euro 2,860 (US -$3,612). The loan bears interest at 3%
  per annum and is due on December 31, 2006.

F-12

---

|INVISION CAPITAL, INC.                        
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|June 30, 2006                                 
|(Unaudited)                                   
|                                              
|                                              

|7. | RELATED PARTY TRANSACTIONS (continued)
      Loans Receivable (continued)
|-- | -------------------------------------------------------------------------

During the year ended December 31, 2005,
  a loan was granted to a former shareholder of EDI for Euro 10,000 (US -$12,679).
  The loan bears interest at 6% per annum and is due on December 31, 2006.

During the year ended December 31, 2005,
  a loan was granted to an officer and director of the Company and a managing
  director of EDI, for Euro 115,000 (US -$145,221). The loan bears interest at
  6% per annum and is due on December 31, 2006

During the year ended December 31, 2005,
  a loan was granted to an officer and director of the Company and a managing
  director of EDI, for Euro 25,000 (US -$31,570). The loan bears interest at 6%
  per annum and is due on December 31, 2006.

Loans Payable -Current

During the six months ended June 30,
  2006, a loan was granted from a company related to an officer and director of
  the Company and a managing director of EDI, for Euro 90,000 (US -$113,651).
  The loan bears interest of 6% per annum and is due March 31, 2007.

During the year ended December 31, 2005,
  a loan was granted from an officer and director of the Company and a managing
  director of EDI, for Euro 36,000 (US -$45,460). During the six months ended
  June 30, 2006, an additional loan for Euro 50,000 (US -$63,139) was granted.
  The loans are non-interest bearing and have no specific terms for repayment.

During the year ended December 31, 2005,
  a loan was granted from an individual related to an officer and director of
  the Company and a managing director of EDI, for Euro 5,000 (US -$6,314). The
  loan bears interest at 6% per annum and is due on December 31, 2006

Loans Payable

During the year ended December 31, 2004,
  a loan was granted from an individual related to an officer and director of
  the Company and a managing director of EDI, for Euro 8,000 (US -$10,102). The
  loan bears interest at 7% annum and is due on December 31, 2009

Other

Consulting fees paid to an officer of
  the Company for the six and three months ended June 30, 2006 totaled $2,000
  and $2,000 respectively. Management fees paid to the managing directors of EDI
  for the six and three months ended June 30, 2006 totaled Euro 120,000 (US -$146,567)
  and Euro 60,000 (US -$72,125) respectively. Lease fees for office space paid
  to an individual related to an officer and director of the Company and a managing
  director of EDI, for the six and three months ended June 30, 2006 totaled Euro
  6,546 (US -$8,041) and Euro 3,273 (US -$3,934) respectively.

F-13

---

|INVISION CAPITAL, INC.                        
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|June 30, 2006                                 
|(Unaudited)                                   
|                                              
|                                              

|8. | COMMON STOCK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Companys articles of incorporation allow it
        to issue up to 1,000,000,000 shares of common stock, par value $0.001.
        Effective March 9, 2006, the Company effected a stock split of its common
        stock by issuing five new shares for every one old share. Except as otherwise
        stated to the contrary in these financial statements, all references to
        shares and prices per shares have been adjusted to give retroactive effect
        to the stock split.                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On December 7, 2004, the Company issued 50,000,000 shares
        of common stock for total proceeds of Euro 35,750 (US -$46,833).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On April 26, 2006, the Company acquired all the issued
        and outstanding stock of EDI, which was accounted for as a recapitalization
        of the Company (Note 1) in exchange for 50,000,000 shares of common stock.
        The issued number of shares of common stock is that of the Company with
        adjustments made for differences in par value between the Company and
        EDI.                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|9. | STOCK OPTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On May 5, 2006, the Company adopted a stock incentive
        plan (the 2006 Stock Option Plan) to provide incentives to
        employees, directors and consultants. The Stock Plan provides for the
        issuance of up to 11,000,000 options with a maximum term of five years.
        The maximum aggregate number of shares that may be optioned and sold under
        the 2006 Stock Option Plan will be increased effective the first day of
        each of the Companys fiscal quarters, beginning with the fiscal
        quarter commencing May 1, 2006, by an amount equal to the lesser of 10%
        of the total increase in the number of outstanding shares during the previous
        fiscal quarter and a lesser number of shares as may be determined by the
        Board of Directors of the Company.

| |                                                                                                |  |            |      | Weighted       |     
| | ---------------------------------------------------------------------------------------------- |  | ---------- | ---- | -------------- | ----
| |                                                                                                |  |            |      | Average        |     
| |                                                                                                |  | Number     |      | Exercise Price |     
| |                                                                                                |  |            |      |                |     
| | Options outstanding, beginning of the period                                                   |  | -          |      |                |     
| | Granted                                                                                        |  | 11,000,000 |      | $              | 1.00
| | Exercised                                                                                      |  | -          |      |                |     
| | Expired                                                                                        |  | -          |      |                |     
| | Options outstanding,, June 30, 2006                                                            |  | 11,000,000 |      | $              | 1.00
| | Options exercisable,
      June 30, 2006                                                       |  | 2,180,000  |      | $              | 1.00
| | Weighted average fair value of options granted during the six months
      ended June 30, 2006 |  | $          | 1.18 |               

On May 5, 2006, the Company granted stock
  options to officers, directors and consultants under the 2006 Stock Option Plan,
  to acquire a total of 11,000,000 shares of common stock exercisable at a price
  of $1.00 per share for a term expiring on the date that is five years after
  the date such options become vested and exercisable.

F-14

---

|INVISION CAPITAL, INC.                        
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|June 30, 2006                                 
|(Unaudited)                                   
|                                              
|                                              

|9. | STOCK OPTIONS (continued)                                                      
|-- | -------------------------------------------------------------------------------
|   |                                                                                
|   | A summary of stock options outstanding at June 30, 2006,
        is as follows:

Outstanding Options
      
      Exercisable OptionsWeightedAverage
      Weighted
      
      WeightedRemaining
      Average
      
      AverageExercise Price
      Number
      Contractual Life
      Exercise Price
      Number
      Exercise Price$ 1.00
      4,200,0000
      8.83
      $ 1.00
      840,000
      $ 1.00$ 1.00
      500,000
      8.83
      $ 1.00
      100,000
      $ 1.00$ 1.00
      2,000,000
      8.83
      $ 1.00
      400,000
      $ 1.00$ 1.00
      1,190,000
      8.83
      $ 1.00
      240,000
      $ 1.00$ 1.00
      500,000
      8.83
      $ 1.00
      100,000
      $ 1.00$ 1.00
      500,000
      5.83
      $ 1.00
      250,000
      $ 1.00$ 1.00
      250,000
      7.83
      $ 1.00
      -
      $ 1.00$ 1.00
      250,000
      7.83
      $ 1.00
      -
      $ 1.00$ 1.00
      250,000
      7.83
      $ 1.00
      -
      $ 1.00$ 1.00
      200,000
      7.83
      $ 1.00
      -
      $ 1.00$ 1.00
      200,000
      7.83
      $ 1.00
      -
      $ 1.00$ 1.00
      200,000
      5.83
      $ 1.00
      100,000
      $ 1.00$ 1.00
      200,000
      5.83
      $ 1.00
      100,000
      $ 1.00$ 1.00
      100,000
      7.83
      $ 1.00
      -
      $ 1.00$ 1.00
      100,000
      5.83
      $ 1.00
      50,000
      $ 1.00$ 1.00
      80,000
      7.83
      $ 1.00
      -
      $ 1.00$ 1.00
      50,000
      7.83
      $ 1.00
      -
      $ 1.00$ 1.00
      30,000
      5.83
      $ 1.00
      -
      $ 1.00$ 1.00
      200,000
      9.83
      $ 1.00
      -
      $ 1.00


The Company used the Black-Scholes option
  pricing model to compute estimated fair value, based on the following assumptions:

Risk-free interest rate
      3.30%Dividend yield rate
      0.00%Price volatility
      110.00%Weighted average expected life of options
      7.84 years


The Company recognized stock-based compensation
  of $2,566,405 being the fair value of the options vested and exercisable in
  the year.

F-15

---

|INVISION CAPITAL, INC.                        
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|June 30, 2006                                 
|(Unaudited)                                   
|                                              
|                                              

|10. | SEGMENT INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | The Companys operations following the acquisition
        of EDI were conducted in one reportable segment, being the distribution
        and maintenance of water exploration machinery and equipment and the provision
        of related services.                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11. | COMMITMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | On May 29, 2006, EDI entered into a managing service
        contract with a managing director of EDI effective August 1, 2006 to pay
        monthly management fees of Euro 5,600 (US -$7,072). The contract may be
        terminated at the end of each calendar quarter by giving written notice
        of six months and ends without notice at the end of the month in which
        the managing director turns 65 years of age.                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | On January 1, 2006, EDI entered into a vehicle lease
        agreement that requires monthly lease payments of Euro 903 (US -$1,140)
        plus taxes and expires on January 1, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | On July 1, 2005, EDI entered into a consulting agreement
        with an individual effective July 1, 2005 to pay monthly consulting fees
        at Euro 100 per hour. The contract terminates on December 31, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | On July 1, 2005, EDI entered into a consulting agreement
        with an individual effective July 1, 2005 to pay monthly consulting fees
        at Euro 100 per hour. The contract terminates on December 31, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | On July 1, 2005, EDI entered into a lease agreement
        for tenancy of office space that may be terminated with written notice
        of three months. The lease agreement requires monthly lease payments of
        Euro 600 (US -$758) plus taxes.                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | On March 1, 2005, EDI entered into a lease agreement
        for tenancy of office space that may be terminated with written notice
        of three months. The lease agreement requires monthly lease payments of
        Euro 491 (US -$620) plus taxes.                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | On July 1, 2005, EDI entered into a freelance agreement
        with an individual effective July 1, 2005 to pay monthly consulting fees
        of Euro 8,000 (US -$10,102). The contract may be terminated at the end
        of each calendar quarter by giving written notice of six months.                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | On January 1, 2005, EDI entered into a managing service
        contract with a managing director of EDI effective July 1, 2005 to pay
        monthly management fees of Euro 10,000 (US $12,628) and a management bonus
        of 5% of the annual net income of EDI under German law, due one month
        following the approval of the annual financial statements by a meeting
        of the shareholders. The contract may be terminated at the end of each
        calendar quarter by giving written notice of six months and ends without
        notice at the end of the month in which the managing director turns 65
        years of age.

F-16

---

|INVISION CAPITAL, INC.                        
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|June 30, 2006                                 
|(Unaudited)                                   
|                                              
|                                              

|11. | COMMITMENTS (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | On January 1, 2005, EDI entered into a managing service
        contract with a managing director of EDI effective July 1, 2005 to pay
        monthly management fees of Euro 10,000 (US $12,628) and a management bonus
        of 5% of the annual net income of EDI under German law, due one month
        following the approval of the annual financial statements by a meeting
        of the shareholders. The contract may be terminated at the end of each
        calendar quarter by giving written notice of six months and ends without
        notice at the end of the month in which the managing director turns 65
        years of age.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|12. | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | On July 6, 2006, the Company approved a private placement
        with a corporate investor for a total of 1,086,956 units at a price of
        $0.92 per unit, for total proceeds of $1,000,000. Each unit consists of
        one share of the Companys common stock and one share purchase warrant.
        Each share purchase warrant entitles the holder to purchase one additional
        share of the Companys common stock at a price of $0.92 per share
        for a period of two years from the date of closing.                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | On July 17, 2006, a loan was granted from a company
        for $100,000. The loan bears interest at 8% per annum, compounded annually,
        and is due July 17, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

F-17

---

ITEM
2.                    
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Quarterly Report
constitute "forward-looking statements". These statements, identified by words
such as plan, "anticipate," "believe," "estimate," "should," "expect" and
similar expressions include our expectations and objectives regarding our future
financial position, operating results and business strategy. These statements
reflect the current views of management with respect to future events and are
subject to risks, uncertainties and other factors that may cause our actual
results, performance or achievements, or industry results, to be materially
different from those described in the forward-looking statements. Such risks and
uncertainties include those set forth under this caption "Management's
Discussion and Analysis or Plan of Operation" and elsewhere in this Quarterly
Report. We do not intend to update the forward-looking information to reflect
actual results or changes in the factors affecting such forward-looking
information. We advise you to carefully review the reports and documents we file
from time to time with the United States Securities and Exchange Commission (the
SEC), particularly our Annual Reports on Form 10-KSB and our Current Reports
on Form 8-K.

As used in this Quarterly Report, the terms "we", "us", "our",
  the Company and Invision mean Invision Capital, Inc.
  unless otherwise indicated. All dollar amounts in this Quarterly Report are
  in U.S. dollars unless otherwise stated.

INTRODUCTION

Effective on April 26, 2006, we completed the acquisition of
EDI Exploration Drilling International GmbH (EDI). Prior to our acquisition of
EDI, we had been engaged in the business of acquiring, exploring and developing
mineral properties. We had previously owned an option to acquire a 100%
undivided interest in a mineral property located in the Thunder Bay Mining
Division in the Province of Ontario, Canada, that we called the Muriel Lake
Property. In order to focus our resources on developing EDIs business, we no
longer intend to proceed with our mineral property acquisition and exploration
activities. As such, we intend to allow our option to the Muriel Lake Property
to lapse.

Our acquisition of EDI has been accounted for as a reverse
acquisition. As such, for accounting purposes, EDI has been treated as the
acquiring entity and the fiscal year end of EDI, being December 31 of each year,
has been adopted as our fiscal year end for purposes of our reporting
obligations under the Securities Exchange Act of 1934 (the Exchange Act). In
accordance with the SECs guidance on reverse acquisitions, commencing with the
quarter in which the acquisition of EDI was completed, the Companys periodic
reports are being filed based on EDIs fiscal year, and no transition report
will be filed by the Company with respect to the change in year-end. As such,
the Company did not file a Quarterly Report on for the period ended April 30,
2006, and has, instead, filed this Quarterly Report on Form 10-QSB covering the
three and six month periods ended June 30, 2006.

On May 2, 2006, we filed a Current Report on Form 8-K with the
SEC reporting our acquisition of EDI. A detailed description of EDIs business
is included in that report. On June 7, 2006, we filed a Current Report on Form
8-K with the SEC reporting the change in our fiscal year end.

The following discussion and analysis summarizes our plan of
operation for the next twelve months, our results of operations for the second
quarter and six month period ended June 30, 2006 and changes in our financial
condition from December 31, 2005. This discussion should be read in conjunction
with the Managements Discussion and Analysis or Plan of Operation included in
our Current Report on Form 8-K filed with the SEC on May 2, 2006.

3

---

RECENT CORPORATE DEVELOPMENTS

We experienced the following significant developments since
January 31, 2006, the date of our last filed Quarterly Report:

|1. | On March 20, 2006, Frank Rigney resigned as our
      President, Secretary, Treasurer, Chief Executive Officer and Chief
      Financial Officer and also as a member of our Board of Directors. John
      Boschert, a member of the Board of Directors, was appointed as our
      President, Secretary, Treasurer, Chief Executive Officer and Chief
      Financial Officer in Mr. Rigneys place.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2. | On March 27, 2006, we completed a 5-for-1 split of our
      common stock. As a result of the stock split, our authorized capital was
      increased from 200,000,000 shares of common stock, with a par value of
      $0.001 per share, of which there were 10,398,400 shares issued and
      outstanding, to 1,000,000,000 shares of common stock, with a par value of
      $0.001 per share, of which there were 51,992,000 shares issued and
      outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3. | Also effective March 27, 2006, our trading symbol on the
      Over-The-Counter Bulletin Board was changed from IVCL to
  IVCA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4. | Effective April 26, 2006, we completed the acquisition of
      EDI. The acquisition of EDI was completed pursuant to the terms of the
      Share Purchase Agreement executed on April 21, 2006 and dated for
      reference April 5, 2006 among us, EDI, EDI Exploration Drilling
      International Holding GmbH (EDI Holding) and Frank Rigney. In exchange
      for all of the shares of EDI, we issued to EDI Holding a total of
      50,000,000 shares of our common stock. Concurrently, EDI Holding purchased
      an additional 20,000,000 shares of our common stock from Mr. Rigney at an
      aggregate price of $10,000. Mr. Rigney was a member of our Board of
      Directors and our sole executive officer from our inception until March
      20, 2006. As a result of the sale of his shares to EDI Holding, Mr. Rigney
      no longer owns any shares of our common stock.                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5. | Upon the completion of the acquisition on April 26, 2006,
      Rainer Rotthaeuser was appointed to our Board of Directors, and as our
      Chief Executive Officer and President, and Guenter Thiemann was appointed
      as our Chief Financial Officer and Treasurer. John Boschert continues to
      act as our Secretary and is a member of our Board of Directors on a
      temporary basis. Pursuant to the terms of the Share Purchase Agreement,
      within 10 days after an information statement prepared in accordance with
      Rule 14f-1 of the Securities Exchange Act of 1934 (the Exchange Act) is
      mailed to our stockholders and filed with the SEC, Mr. Thiemann will
      replace Mr. Boschert on our Board of Directors. We have not yet filed a
      Rule 14f-1 Information statement with respect to the appointment of Mr.
      Thiemann, however we still intend to do so. In the meantime, Mr. Boschert
      continues to act as a member of our Board of Directors. Mr. Boschert is
      expected to continue to act as our Secretary.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|6. | Effective May 5, 2006, our Board of Directors adopted and
      approved our 2006 Stock Option Plan (the Option Plan). The Option Plan
      allows us to grant certain options to our officers, directors and
      employees, as well as certain qualifying consultants. A total of
      11,000,000 shares of our common stock are available for issuance under the
      Option Plan. However, the maximum aggregate number of shares of our common
      stock that may be optioned and sold under the Option Plan will increase
      effective on the first day of each of our fiscal quarters by an amount
      equal to the lesser of: (i) 10% of the total increase in the number of
      shares of common stock outstanding during the previous fiscal quarter; or
      (ii) such lesser number of shares of common stock as may be determined by
      our Board of Directors.                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|7. | Also on May 5, 2006, we issued non-qualified stock
      options to purchase a total of 11,000,000 shares of common stock to
      various of our employees, officers, directors and consultants pursuant to
      the Option Plan. Each of the options was granted with an exercise price of
      $1.00                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

4

---

|    | per share and contain staggered vesting provisions. Each
      of the options granted will expire 5 years after the date such options
      become vested.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|8.  | Effective May 13, 2006, EDI entered into a joint venture
      agreement with A. Abunayyan Trading Corporation to seek out and complete
      water exploration drilling projects in Saudi Arabia. The agreement extends
      for a period of 3 years, and will automatically renew for successive 3
      year terms unless either party provides written notice of its intention
      not to renew the agreement at least 90 days prior to the expiration of the
      current 3 year term.                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|9.  | On June 5, 2006, we dismissed Cordovano and Honeck, LLP
      and engaged Davidson & Company, Chartered Accountants as its principal
      independent accountant.                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10. | In July, 2006, we approved an offering of 1,086,956 units
      at a price of $0.92 per unit, for total potential proceeds of $1,00,000.
      Each unit consists of one share of the Companys common stock and one
      share purchase warrant, entitling the holder to purchase one additional
      share of our common stock at a price of $0.92 per share for a period of
      two years from the date of closing. This private placement offering has
      not yet been completed, and there are no assurances that it will complete
      on the terms as described above, if at all.

PLAN OF OPERATION

During the next twelve months, EDI will seek to gain market
penetration for its products and processes within the drilling industry. In
order to do so, EDI will seek to use its own business contacts and will obtain
the assistance of business consultants with local and international connections.
Over the next year, EDI will focus on developing relationships and contacts in
Germany, the Middle East, Namibia and India, in an effort to generate access to
drilling projects and corresponding sales of EDIs products and services:

| | (a) | Germany: The water supply market, and the
      corresponding market for well drilling projects, is fragmented by nature
      and will require EDI to establish contacts with a number of regional water
      suppliers, and, in certain cases, with private utility companies. Through
      the business contacts of its management, EDI has already begun to
      establish open dialogues with private and public water supply companies in
      an effort to promote its products. In addition, EDI will attempt to obtain
      access to geothermal pilot projects in an effort to market the benefits of
      its Fluid Finder and Medium Changer technology to the geothermal energy
      process.                 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (b) | The Middle East: The Middle East contains some of
      the most arid environments in the world. For example, 97 percent of Egypt
      is covered by desert. As a result, there is a distinct market for
      groundwater pumping and irrigation projects. Within these markets, EDI
      will attempt to offer its services as a general contractor and
      sub-contractor for well drilling projects. EDI has formed relationships
      with drilling companies in Saudi Arabia and Bahrain and will seek to
      parlay these contacts into well drilling contracts within those countries.
      In addition, EDI is also seeking to gain access to well drilling projects
      in the United Arab Emirates and Egypt.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (c) | Namibia: The West African Country of Namibia has
      one of the most arid climates in the world. 83% of the rainfall
      experienced in Namibia evaporates soon after it falls. In Namibia, there
      are currently 150,000 water wells in operation, however 75% of these do
      not pump drinking quality water. Supplying drinking water for household
      consumption has become an important goal for the Government of Namibia.
      EDI is currently in negotiations with the Namibian government to conduct
      test demonstrations of its technologies and processes.                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (d) | India: India is one of the most populous countries
      in the world and is an emerging industrial giant. With the increase in
      development, Indias demands for water supplies continue to
  grow.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

5

---

EDI has reached a preliminary
agreement with a drilling company based in Hyderabad, India, to form a joint
venture in order to exploit their respective expertise and business contacts.

In addition, EDI will also explore opportunities for its
products in other international markets, focusing primarily on countries where
there is an established need for water well drilling technologies and services.

We anticipate that we will require approximately EUR 3,000,000
($3,780,000) to complete EDIs plan of operation over the next twelve months.
The majority of this amount will be spent on marketing presentations, product
demonstrations and legal and other consulting fees associated with establishing
EDIs presence in international markets. In addition, we anticipate that we will
require an additional $50,000 for general administrative purposes and to pay for
the legal and accounting fees we expect to incur in meeting ongoing reporting
obligations under United States securities laws.

Financing Requirements

Currently, we do not have sufficient financial resources to
complete our plan of operation for the next twelve months. We have not earned
any revenues to date, and there are no assurances that we will be able to
generate revenues in the future. As such, our ability to complete our plan of
operation is expected to be dependent upon our ability to obtain substantial
financing in the near term.

Any financing that we obtain is expected to be in the form of
sales of our equity securities as traditional debt financing is not expected to
be available to us at this stage of our development. If we are successful in
completing any equity financings, of which there is no assurance, our existing
shareholders will experience a dilution of their interest in our company. If we
are not successful in raising sufficient financing, we will not be able to
complete our current plan of operation. We do not have any specific alternatives
to our current plan of operation and have not planned for any such contingency.
If we are not successful in raising sufficient financing, our business may fail
and our shareholders may lose all or part of their investment.

RESULTS OF OPERATIONS

Second Quarter and Six Months Summary

Second Quarter Ended June 30
    
    Six Months Ended June 30Percentage
    
    
    
    PercentageIncrease /
    
    
    
    Increase /2006
    2005
    (Decrease)
    
    2006
    2005
    (Decrease)Revenue
    $ --
    $ --
    n/a
    
    $ --
    $ --
      n/aExpenses
    (3,244,503)
    (19,214)
    16,786.1%
    
    (3,729,056)
    (92,839)
    3,916.7%Interest income
    3,085
    --
    n/a
    
    6,039
    --
    n/aNet Loss
    $(3,241,418)
    $(19,214)
    16,770.1%
    
    $(3,723,017)
    $(92,839)
    3,910.2%


Revenues

We are in the development stage of our business and have not
earned any revenues to date. We have not yet entered into any agreements for our
products or services and there are no assurances that we will be able to
generate any future revenues or generate any future sales of our products or
services.

6

---

Expenses

Our operating expenses for the quarterly periods ended June 30,
2006 and 2005 consisted of the following:

Second Quarter Ended June 30
    
    Six Months Ended June 30Percentage
    
    
    
    PercentageIncrease /
    
    
    
    Increase /2006
    2005
    (Decrease)
    
    2006
    2005
    (Decrease)Professional and
      management  fees
    $299,102
    $141
    212,029.1%
    
    $532,498
    $14,809
    3,495.8%Other operating expenses
    378,693
    19,065
    1,886.3%
    
    629,668
    77,505
    712.4%Stock compensation expense
    2,566,405
    --
    n/a
    
    2,566,405
    --
    n/aForeign currency loss
    303
    8
    3,687.5%
    
    485
    525
    (7.6)%Total Expenses
    $3,244,503
    $19,214
    16,786.1%
    
    $3,729,056
    $92,839
    3,916.7%


The largest component of our expenses for the period ended June
30, 2006 is stock based compensation. The amounts recognized on account of stock
based compensation are based on the fair value of the options granted pursuant
to our 2006 Stock Option Plan, calculated using the Black-Scholes option pricing
model. See Note 9 to our financial statements included with this Quarterly
Report.

Included in professional fees are amounts incurred by us in
connection with our acquisition of EDI and with meeting our reporting
obligations under applicable securities laws.

Subject to our ability to obtain additional financing, of which
there is no assurance, we anticipate that our operating expenses will continue
to increase as we pursue our plan of operation.

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital           |                        |                            |                      
|------------------------- | ---------------------- | -------------------------- | ---------------------
|                          |                        |                            | Percentage           
|                          | At
      June 30, 2006 | At
      December 31, 2005 | Increase / (Decrease)
|Current Assets            | $574,727               | $613,729                   | (6.4)%               
|Current Liabilities       | (1,199,206)            | (133,631)                  | 797.4%               
|Working Capital (Deficit) | $ (624,479)            | $480,098                   | (230.1)%             

The decrease in our working capital surplus is primarily
attributable to the fact that our primary source of financing during the
previous 6 months has been debt financing.

During the six month period ended June 30, 2006, we obtained
loans in the amount of EUR 440,000 (approximately $555,628). These loans bear
interest at a rate of 6% per annum and are repayable as follows:

| | (a) | EUR 340,000 (approximately $429,349) on or before March
      31, 2007; and
| | --- | ---------------------------------------------------------------------------
| | (b) | EUR 100,000 (approximately $126,279) on or before June
      13, 2007.     

In addition to the above amounts, we also obtained loans in the
amount of $350,000 during the six months ended June 30, 2006. These loans bear
interest at a rate of 8% per annum and are repayable by May 15, 2008.

7

---

Subsequent to our fiscal period ended June 30, 2006, we
obtained an additional loan in the amount of $100,000, bearing interest at a
rate of 8% per annum, and repayable on or before July 17, 2008.

|Cash Flows                                    |                               |          
|--------------------------------------------- | ----------------------------- | ---------
|                                              | Six Months Ended June 30,2006
|                                              | 2006                          | 2005     
|Cash Flows used in Operating
      Activities | $(1,031,650)                  | $(81,988)
|Cash Flows used in Investing Activities       | (328,489)                     | (23,932) 
|Cash Flows from Financing
      Activities    | 1,260,813                     | 72,153   
|Effects of Foreign Currency Translations      | (8,080)                       | (7,982)  
|Net Decrease in Cash During
      Period      | $(107,406)                    | $(41,749)

Financing Requirements

We anticipate that we will continue to incur losses for the
foreseeable future, as we expect to incur substantial product development,
marketing and/or operating expenses in implementing our plan of operation. Our
future financial results are uncertain due to a number of factors, many of which
are outside of our control. These factors include, but are not limited to:

|(a) | our ability to raise additional capital necessary to
      implement our business strategy and plan of operation;            
|--- | -----------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                              
|(b) | our ability to compete with other existing technologies;
      and                                                           
|    |                                                                                                                              
|(c) | the success of any marketing and promotional campaign
      which we conduct for our products once development is
  complete.

The financial statements accompanying this Quarterly Report
contemplate our continuation as a going concern. However, we have sustained
substantial losses, have a limited operating history and are still in the
development stage of our business.

At June 30, 2006, we had a working capital deficit of $624,479
and we anticipate that we will require approximately $3,780,000 to complete our
plan of operation for the next twelve months. We currently do not have
sufficient working capital to meet our current obligations or to complete our
plan of operation. As a result, we require additional financing.

In July, 2006, we approved an offering of 1,086,956 units at a
price of $0.92 per unit, for total potential proceeds of $1,000,000. Each unit
consists of one share of the Companys common stock and one share purchase
warrant, entitling the holder to purchase one additional share of our common
stock at a price of $0.92 per share for a period of two years from the date of
closing. This private placement offering has not yet been completed, and there
are no assurances that it will complete on the terms as described above, if at
all.

Other than the approved offering described above, we do not
have any financing arrangements in place and there are no assurance that we will
be able to obtain sufficient financing on terms that are acceptable to us, or at
all. It is expected that future financings will be in the form of private
placements of our equity securities; however, there is no assurance that we will
be able to raise the necessary capital to continue our operations. If we are
successful in obtaining financing

8

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through the sale of shares of our common stock, of which there
are no assurances, the interests of our existing stockholders will be diluted.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to our stockholders.

CRITICAL ACCOUNTING POLICIES

The financial statements presented with this Quarterly Report
on Form 10-QSB have been prepared in accordance with generally accepted
accounting principles in the United States of America for interim financial
information. These financial statements do not include all information and
footnote disclosures required for an annual set of financial statements prepared
under United States generally accepted accounting principles. In the opinion of
our management, all adjustments (consisting solely of normal recurring accruals)
considered necessary for a fair presentation of the financial position, results
of operations and cash flows as at June 30, 2006 and for all periods presented
in the attached financial statements, have been included. Interim results for
the six-month period ended June 30, 2006 are not necessarily indicative of the
results that may be expected for the fiscal year as a whole.

We have identified those accounting policies, described below,
that are most important to the portrayal of our current financial condition and
results of operations. Our significant accounting policies are disclosed in the
notes to the consolidated financial statements included with this Quarterly
Report on Form 10-QSB.

Reverse Acquisition Accounting

Under generally accepted accounting principles, the acquisition
of EDI has been accounted for as a reverse acquisition and EDI has been treated
as the acquiring entity for accounting and financial reporting purposes. As
such, our consolidated financial statements will be presented as a continuation
of the operations of EDI and not Invision Capital, Inc. The operations of
Invision will be included in the consolidated statement of operations from the
effective date of the acquisition, April 26, 2006.

RISKS AND UNCERTAINTIES

Need For Financing

We do not currently have the financial resources to complete
our plan of operation for the next twelve months. We anticipate that we will
require financing in the amount of $3,780,000 in order to fund our plan of
operation over the next twelve months. We presently do not have any financing
arrangements in place and there is no assurance that we will be able to obtain
sufficient financing on terms acceptable to us or at all. If further financing
is not available or obtainable, our ability to meet our financial obligations
and pursue our plan of operation will be substantially limited and investors may
lose a substantial portion or all of their investment.

Limited Operating History, Risks Of A New Business
Venture

EDI was formed on December 7, 2004 and, as such, has a very
short operating history upon which future performance may be assessed. EDI has
not earned any revenues to date.

9

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Potential investors should be aware of the difficulties
normally encountered by a new enterprise and the high rate of failure of such
enterprises. The potential for future success must be considered in light of the
problems, expenses, difficulties complications and delays encountered in
connection with the development of a business in the area in which we intend to
operate and in connection with the formation and commencement of operations of a
new business in general. These include, but are not limited to, unanticipated
problems relating to research and development programs, marketing, approvals by
government agencies, competition and additional costs and expenses that may
exceed current estimates. There is no history upon which to base any assumption
as to the likelihood that our business will prove successful, and there can be
no assurance that we will generate any operating revenues or ever achieve
profitable operations.

Our Operations May Be Subject To Extensive Government
Regulations

Well drilling is an inherently dangerous activity. As such, we
expect that any well projects that we participate in will be subject to a number
of government safety and environmental regulations. Obtaining any necessary
permits and/or governmental approvals may be a lengthy and costly process. As we
currently do not have any drilling contracts in place and are seeking to market
our products and services in a number of countries, the full extent of these
regulations is not yet fully known. There are no assurances that we will be able
to obtain the necessary government approvals or that the costs associated with
obtaining those approvals will be affordable to us.

Competition Is Intense And We May Be Unable To Achieve
Market Acceptance

EDI competes directly with traditional well drilling
contractors. The market for well drilling contractors and equipment providers is
mature and well established. As such, the business environment in which we
intend to operate is highly competitive. Currently, there exist a number of
established methods, products and technologies used in the well drilling process
and we expect to experience competition from a number of established companies
involved this industry. Many of our potential competitors will have greater
technical, financial, marketing, sales and other resources than us.

Our ability to compete within this industry is dependent upon
our ability to differentiate our processes, products and technologies from those
already existing in the marketplace and our ability to create public awareness
of the advantages those processes, products and technologies present. Although
our management has experience in the well drilling industry, as an entity, we
are new entrants to that industry and our technologies have not yet gained
marketplace acceptance. We are unable to provide assurances that our target
customers and markets will accept our technologies or will purchase our products
and services in sufficient quantities to achieve profitability. If a significant
market fails to develop or develops more slowly than we anticipate, we may be
unable to meet our operational expenses. Acceptance of our products will depend
upon a number of factors, including the cost competitiveness of our products,
customer reluctance to try new products or services, regulatory requirements or
the emergence of more competitive or effective products.

Rapid Technological Changes In Our Industry Could Make Our
Products Obsolete

If new technologies, products and industry standards develop at
a rapid pace, they could make our products obsolete. Our future success will
depend upon our ability to develop and introduce product enhancements to address
the needs of customers. Material delays in introducing product enhancements may
cause customers to forego purchases of our product and purchase those of
competitors.

Asserting And Defending Intellectual Property Rights May
Impact Results Of Operations

The success of our business may depend on our ability to
protect our proprietary process and technology from competitors. A number of
international patent applications have been filed with respect

10

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to EDIs technologies. However, there is no assurance that a
final patent will be granted for any of the patent pending technologies
underlying our proposed products. If we are not able to obtain a patent for any
of the technologies, we will only be able to protect our products and
technological processes by maintaining the secrecy of those products and
processes.

Even if we are able to obtain patents for our technologies, we
may be required to defend our intellectual property rights through litigation.
The financial cost of such litigation could have a material impact on our
financial condition even if we are successful in developing and marketing
products and in defending any of our intellectual property rights, of which
there is no assurance. Furthermore, an adverse outcome in any litigation or
interference proceeding could subject us to significant liabilities to third
parties and require us to cease using the technology that is at issue or to
license the technology from third parties. In addition, a finding that any of
our intellectual property rights are invalid could allow competitors to more
easily and cost-effectively compete. Thus, an unfavorable outcome in any patent
litigation or interference proceeding could have a material adverse effect on
our business, financial condition and results of operations.

Dependence On Key Personnel

Our success will largely depend on the performance of our
directors and officers and the managers of EDI. Our success will also depend on
our ability to attract and retain highly skilled technical, research,
management, regulatory compliance, sales and marketing personnel. Competition
for such personnel is intense. The loss of the services of such personnel or the
inability to attract and retain other key personnel could impair the development
of our business, operating results and financial condition.

**ITEM
3.**                   
**CONTROLS AND PROCEDURES.**

Under the supervision and with the participation of our
management, including the Chief Executive Officer and Chief Financial Officer,
we have evaluated the effectiveness of our disclosure controls and procedures as
required by Exchange Act Rule 13a-15(b) as of the end of the period covered by
this report. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that these disclosure controls and procedures
are effective.

There were no changes in our internal control over financial
reporting during the six months ended June 30, 2006 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

11

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PART II - OTHER INFORMATION

**ITEM
1.**                   
**LEGAL PROCEEDINGS.**

None.

**ITEM
2.**                   
**UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.**

Effective April 26, 2006, the Company completed the acquisition
of EDI. The acquisition of EDI was completed pursuant to the terms of the Share
Purchase Agreement executed on April 21, 2006 and dated for reference April 5,
2006 among the Company, EDI, EDI Holding and Frank Rigney. In exchange for all
of the shares of EDI, the Company issued to EDI Holding a total of 50,000,000
shares of common stock. Concurrently, EDI Holding purchased an additional
20,000,000 shares of the Companys common stock from Mr. Rigney at an aggregate
price of $10,000. Mr. Rigney was a member of our Board of Directors and our sole
executive officer from our inception until March 20, 2006. As a result of the
sale of his shares to EDI Holding, Mr. Rigney no longer owns any shares of our
common stock

In July, 2006, we approved an offering of 1,086,956 units at a
price of $0.92 per unit, for total potential proceeds of $1,000,000. Each unit
consists of one share of the Companys common stock and one share purchase
warrant, entitling the holder to purchase one additional share of our common
stock at a price of $0.92 per share for a period of two years from the date of
closing. This private placement offering has not yet been completed, and there
are no assurances that it will complete on the terms as described above, if at
all.

**ITEM
3.**                   
**DEFAULTS UPON SENIOR SECURITIES.**

None.

**ITEM
4.**                   
**SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.**

None.

**ITEM
5.**                   
**OTHER INFORMATION.**

None.

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**ITEM
6.**                   
**EXHIBITS AND REPORTS ON FORM 8-K.**

|Exhibit Number |  | Description of Exhibit                                                                                                                                                                                                                                
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                                                                                                                                       
|3.1            |  | Articles of Incorporation.(1)                                                                                                                                                                                                                         
|               |  |                                                                                                                                                                                                                                                       
|3.2            |  | Certificate of
        Change to Authorized Capital(3)                                                                                                                                                                                                
|               |  |                                                                                                                                                                                                                                                       
|3.3            |  | Bylaws.(1)                                                                                                                                                                                                                                            
|               |  |                                                                                                                                                                                                                                                       
|4.1            |  | Specimen Common
        Stock Certificate.(1)                                                                                                                                                                                                         
|               |  |                                                                                                                                                                                                                                                       
|10.1           |  | Option Purchase
        and Royalty Agreement.(1)                                                                                                                                                                                                     
|               |  |                                                                                                                                                                                                                                                       
|10.2           |  | Amendment to
        Option Purchase and Royalty Agreement.(2)                                                                                                                                                                                        
|               |  |                                                                                                                                                                                                                                                       
|10.3           |  | Share Purchase
        Agreement between EDI Exploration Drilling International Holding GmbH,
        Invision Capital, Inc., EDI Exploration Drilling International GmbH and
        Frank Rigney, dated for reference the 5th day of April, 2006.(4)
|               |  |                                                                                                                                                                                                                                                       
|10.4           |  | Agreement and
        Deed of Transfer between EDI Exploration Drilling International Holding
        GmbH and Invision Capital, Inc. dated for reference as of the 26thday of April, 2006.(5)                                                        
|               |  |                                                                                                                                                                                                                                                       
|10.5           |  | 2006 Stock Option
        Plan.(6)                                                                                                                                                                                                                    
|               |  |                                                                                                                                                                                                                                                       
|10.6           |  | Joint Operating
        Agreement Between A. Abuynayyan Trading Corporation and EDI Exploration
        Drilling International GmbH.(7)                                                                                                               
|               |  |                                                                                                                                                                                                                                                       
|31.1           |  | Certification
        of Principal Executive Officer pursuant to Section 302 of the Sarbanes-
        Oxley Act of 2002.                                                                                                                              
|               |  |                                                                                                                                                                                                                                                       
|31.2           |  | Certification
        of Principal Financial Officer pursuant to Section 302 of the Sarbanes-
        Oxley Act of 2002.                                                                                                                              
|               |  |                                                                                                                                                                                                                                                       
|32.1           |  | Certification
        of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as
        adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                
|               |  |                                                                                                                                                                                                                                                       
|32.2           |  | Certification
        of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
        adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                

|(1) | Filed as an exhibit to our Registration Statement on Form
      10-SB originally filed with the SEC on November 5, 2003.
|--- | ------------------------------------------------------------------------------------------------------------------------
|(2) | Filed as an exhibit to our Quarterly Report on Form
      10-QSB filed with the SEC on March 17, 2006.                  
|(3) | Filed as an exhibit to our Current Report on Form 8-K
      filed with the SEC on March 27, 2006.                       
|(4) | Filed as an exhibit to our Current Report on Form 8-K
      filed with the SEC on April 27, 2006.                       
|(5) | Filed as an exhibit to our Current Report on Form 8-K
      filed with the SEC on May 2, 2006.                          
|(6) | Filed as an exhibit to our Current Report on Form 8-K
      filed with the SEC on May 11, 2006.                         
|(7) | Filed as an exhibit to our Current Report on Form 8-K
      filed with the SEC on June 28, 2006.                        

13

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REPORTS ON FORM 8-K

The following Current Reports on Form 8-K were filed since
January 31, 2006, the date of our last filed Quarterly Report:

Date of Report on Form 8-K
      (YYYY/MM/DD)
      Date of Filing with the SEC
      (YYYY/MM/DD)
      **Description of Form
      8-K**2006/06/05
    2006/06/07
      Item 4.01 -  Engagement of Davidson &
        Company, Chartered Accountants and dismissal of Cordovano and Honeck,
        LLP as principal independent accountant. 
        Item 5.03 - Change of fiscal year end from July 31 to December 31.2006/05/13
    2006/06/28
      Item 1.01 - Entry by EDI into a joint venture
        agreement with A. Abunayyan Trading  Corporation (ATC)
        to seek out and complete water exploration drilling  projects in
        Saudi Arabia.2006/05/05
    2006/05/11
      Item 1.01 - Adoption of 2006 Stock Option Plan
        and grant of options pursuant to the  2006 Stock Option Plan.2006/04/26
    2006/05/02
    Item 2.01 - Completion of
      acquisition of EDI Exploration Drilling International GmbH (EDI).
      Item 3.02 - Issuance of 50,000,000 shares to EDI Exploration
      Drilling International Holding GmbH. 
        Item 5.01 - Change in control from Frank J. Rigney to EDI Exploration
        Drilling International  Holding GmbH. 
        Item 5.02 - Appointment of R. Rotthaeuser as Director, President and CEO
        and appointment  of G. Thiemann as Treasurer and CFO.2006/04/21
    2006/04/27
      Item 1.01 - Entry into a share purchase agreement
        dated for reference as of April 5, 2006  with EDI Exploration Drilling
        International Holding GmbH (EDI Holding), EDI  Exploration
        Drilling International GmbH (EDI) and Frank Rigney for the purchase
        of a 100% ownership interest in EDI from EDI.2006/03/27
    2006/03/27
      Item 5.03 - Five-for-one forward stock split and
        concurrent increase to authorized capital to 1,000,000,000 shares of common
        stock. 
        Item 8.01 - Change to OTC Bulletin Board trading symbol from IVCL to IVCA.2006/03/20
    2006/03/21
      Item 5.02 - Resignation of Frank Rigney as President,
        Secretary, Treasurer, Chief Executive Officer and Chief Financial Officer
        and as a member of the Board of Directors and appointment of John Boschert
        as President, Secretary, Treasurer, Chief Executive Officer and Chief
        Financial Officer.


14

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SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|      |                 |  | INVISION CAPITAL, INC.
|----- | --------------- |  | ----------------------
|      |                 |  |                       
|      |                 |  |                       
|      |                 |  |                       
|Date: | August 19, 2006 |  | By:                   
|      |                 |  |                       
|      |                 |  |                       
|      |                 |  |                       
|      |                 |  |                       
|      |                 |  |                       
|      |                 |  |                       
|      |                 |  |                       
|Date: | August 19, 2006 |  | By:                   
|      |                 |  |                       
|      |                 |  |                       
|      |                 |  |                       
|      |                 |  |                       
|      |                 |  |                       
|      |                 |  |                       
|      |                 |  |                       
|Date: | August 19, 2006 |  | By:                   
|      |                 |  |                       
|      |                 |  |                       

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