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**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 10-QSB

(Mark One) x QUARTERLY REPORT UNDER SECTION
  13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
  For the quarterly period ended JANUARY 31, 2005

 ̈ TRANSITION REPORT
  UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT 
  For the transition period from _____ to _____

Commission file number: 0-50459

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

|**Nevada**                                       | **98-0396733**                      
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     

|**768 Westcot Place**                    |            
|---------------------------------------- | -----------
|**West Vancouver, British Columbia**     | **V7S 1N9**
|(Address of principal executive offices) | (Zip Code) 

|Issuer’s telephone number: | **(604)  657-2443**
|-------------------------- | -------------------

Securities Registered Under Section 12(b) of the Exchange Act:
  None

Securities Registered Under Section 12(g) of the Exchange Act:
  Common Stock, $0.001 par value 
  (Title of class)

Check whether the issuer (1) filed all reports required to
  be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
  (or for such shorter period that the registrant was required to file such reports),
  and (2) has been subject to such filing requirements for the past 90 days. Yes
  x No  ̈

State the number of shares outstanding of each of the Issuer's
  classes of common stock, as of the latest practicable date. 10,398,400 common
  shares, $0.001 par value, issued and outstanding as of March 11, 2005.

Transitional Small Business Format. Yes  ̈
  No x

PART I – FINANCIAL INFORMATION
  Item 1. Financial Statements

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INVISION CAPITAL, INC.
  (An Exploration Stage Company)
  Condensed Balance Sheet
  (Unaudited)
  (Presented in U.S. Dollars)

January 31, 2005

|Assets                                   |   |         |  
|---------------------------------------- | - | ------- | -
|Current assets:                          |   |         |  
|Cash                                     | $ | 3,762   |  
|                                         |   |         |  
|Liabilities and Shareholders’ Equity     |   |         |  
|Current liabilities:                     |   |         |  
|Accounts payable and accrued liabilities | $ | 1,600   |  
|Total
      current liabilities          |   | 1,600   |  
|                                         |   |         |  
|Shareholders’ equity:                    |   |         |  
|Common stock                             |   | 10,399  |  
|Additional paid-in capital               |   | 62,211  |  
|Accumulated deficit                      |   | (70,469 | )
|Cumulative translation adjustment        |   | 21      |  
|Total
      shareholders’ equity         |   | 2,162   |  
|                                         | $ | 3,762   |  

See accompanying notes to condensed financial statements

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INVISION CAPITAL, INC.
  (An Exploration Stage Company)
  Condensed Statements of Operations
  (Unaudited)
  (Presented in U.S. Dollars)

|                                                  |   |                    |   |   |                  |   |   |             |   |   |            |   |   | January 24, |  
|------------------------------------------------- | - | ------------------ | - | - | ---------------- | - | - | ----------- | - | - | ---------- | - | - | ----------- | -
|                                                  |   |                    |   |   |                  |   |   |             |   |   |            |   |   | 2003        |  
|                                                  |   |                    |   |   |                  |   |   |             |   |   |            |   |   | (Inception) |  
|                                                  |   | Three Months Ended |   |   | Six Months Ended |   |   | Through     |  
|                                                  |   | January 31,        |   |   | January 31,      |   |   | January 31, |  
|                                                  |   | 2005               |   |   | 2004             |   |   | 2005        |   |   | 2004       |   |   | 2005        |  
|Expenses:                                         |   |                    |   |   |                  |   |   |             |   |   |            |   |   |             |  
|Contributed rent (Note 2)                         | $ | 300                |   | $ | 300              |   | $ | 600         |   | $ | 600        |   | $ | 2,400       |  
|Contributed administrative support
      (Note 2) |   | 50                 |   |   | 50               |   |   | 50          |   |   | 150        |   |   | 350         |  
|Unproven mineral interest acquisition
      costs |   | —                  |   |   | —                |   |   | —           |   |   | —          |   |   | 7,420       |  
|Unproven mineral interest exploration
      costs |   | —                  |   |   | —                |   |   | —           |   |   | —          |   |   | 18,787      |  
|Professional fees                                 |   | 1,105              |   |   | 1,270            |   |   | 2,625       |   |   | 8,245      |   |   | 27,007      |  
|Office                                            |   | 252                |   |   | 398              |   |   | 1,370       |   |   | 2,065      |   |   | 12,710      |  
|Other                                             |   | 329                |   |   | 39               |   |   | 364         |   |   | 93         |   |   | 1,795       |  
|Total expenses                                    |   | 2,036              |   |   | 2,057            |   |   | 5,009       |   |   | 11,153     |   |   | 70,469      |  
|Loss from operations                              |   | (2,036             | ) |   | (2,057           | ) |   | (5,009      | ) |   | (11,153    | ) |   | (70,469     | )
|Income tax provision (Note 4)                     |   | —                  |   |   | —                |   |   | —           |   |   | —          |   |   | —           |  
|                                                  |   |                    |   |   |                  |   |   |             |   |   |            |   |   |             |  
|Net loss                                          | $ | (2,036             | ) | $ | (2,057           | ) | $ | (5,009      | ) | $ | (11,153    | ) | $ | (70,469     | )
|                                                  |   |                    |   |   |                  |   |   |             |   |   |            |   |   |             |  
|Basic and diluted loss per share                  | $ | (0.00              | ) | $ | (0.00            | ) | $ | (0.00       | ) | $ | (0.00      | ) |   |             |  
|                                                  |   |                    |   |   |                  |   |   |             |   |   |            |   |   |             |  
|Basic and diluted weighted average                |   |                    |   |   |                  |   |   |             |   |   |            |   |   |             |  
|common shares outstanding                         |   | 10,398,400         |   |   | 10,397,740       |   |   | 10,398,400  |   |   | 10,397,740 |   |   |             |  

See accompanying notes to condensed financial statements

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INVISION CAPITAL, INC.
  (An Exploration Stage Company)
  Condensed Statements of Cash Flows
  (Unaudited)
  (Presented in U.S. Dollars)

|                                                      |   |                  |   |   |             |   |   | January 24, |  
|----------------------------------------------------- | - | ---------------- | - | - | ----------- | - | - | ----------- | -
|                                                      |   |                  |   |   |             |   |   | 2003        |  
|                                                      |   |                  |   |   |             |   |   | (Inception) |  
|                                                      |   | Six Months Ended |   |   | Through     |  
|                                                      |   | January 31,      |   |   | January 31, |  
|                                                      |   | 2005             |   |   | 2004        |   |   | 2005        |  
|                                                      |   |                  |   |   |             |   |   |             |  
|Net cash used in                                      |   |                  |   |   |             |   |   |             |  
|operating activities                                  | $ | (6,910           | ) | $ | (11,601     | ) | $ | (65,970     | )
|                                                      |   |                  |   |   |             |   |   |             |  
|Cash flows from financing activities:                 |   |                  |   |   |             |   |   |             |  
|Capital contribution by an officer                    |   | —                |   |   | —           |   |   | 99          |  
|Proceeds from the sale of common stock
      (Note 2) |   | —                |   |   | —           |   |   | 69,761      |  
|Net cash provided by                                  |   |                  |   |   |             |   |   |             |  
|financing activities                                  |   | —                |   |   | —           |   |   | 69,860      |  
|                                                      |   |                  |   |   |             |   |   |             |  
|Effect of exchange rate changes on cash               |   | —                |   |   | 364         |   |   | (128        | )
|Net change in cash                                    |   | (6,910           | ) |   | (11,237     | ) |   | 3,762       |  
|Cash, beginning of period                             |   | 10,672           |   |   | 51,850      |   |   | —           |  
|                                                      |   |                  |   |   |             |   |   |             |  
|Cash, end of period                                   | $ | 3,762            |   | $ | 40,613      |   | $ | 3,762       |  
|                                                      |   |                  |   |   |             |   |   |             |  
|Supplemental disclosure of cash flow information:     |   |                  |   |   |             |   |   |             |  
|Income taxes                                          | $ | —                |   | $ | —           |   | $ | —           |  
|Interest                                              | $ | —                |   | $ | —           |   | $ | —           |  

See accompanying notes to condensed financial statements

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INVISION CAPITAL, INC.
  (An Exploration Stage Company) 
  Notes to Condensed Financial Statements
  (Unaudited)

NOTE 1: BASIS OF PRESENTATION

The condensed financial statements presented herein have been
  prepared by the Company in accordance with the accounting policies in its audited
  financial statements for the year ended July 31, 2004 as filed in its Form 10-KSB
  and should be read in conjunction with the notes thereto. The Company is in
  the exploration stage in accordance with Industry Guide 7. On July 7, 2003,
  the Company entered into an Option to Purchase and Royalty Agreement to acquire
  an unproven mineral claim located in the Thunder Bay Mining Division, Ontario,
  Canada (see Note 3).

In the opinion of management, all adjustments (consisting
  only of normal recurring adjustments) which are necessary to provide a fair
  presentation of operating results for the interim period presented have been
  made. The results of operations for the periods presented are not necessarily
  indicative of the results to be expected for the year.

Interim financial data presented herein are unaudited.

The Company’s functional currency is the Canadian dollar;
  however, the accompanying financial statements and footnotes refer to United
  States (“U.S.”) dollars unless Canadian dollars are specifically
  designated with “CDN”.

NOTE 2: RELATED PARTY TRANSACTIONS

An officer contributed office space to the Company for all
  periods presented. The office space was valued at $100 per month based on
  the market rate in the local area and is included in the accompanying financial
  statements as contributed rent expense with a corresponding credit to additional
  paid-in capital.

Officers have contributed administrative services to the Company
  since inception. The time and effort has been recorded in the accompanying financial
  statements based on the prevailing rates for such services, which equals $50
  per hour based on the level of services performed. The services are reported
  as contributed administrative services with a corresponding credit to additional
  paid-in capital.

In January 2003, the Company sold 4,000,000 shares of its
  restricted common stock to an officer for $4,000 ($.001/share).

NOTE 3: OPTION ON UNPROVEN MINERAL INTERESTS

On July 7, 2003, the Company entered into an Option to Purchase
  and Royalty Agreement to acquire an unproven mineral claim located in the Thunder
  Bay Mining Division, Ontario, Canada. Under the terms of the Option Agreement,
  the Company is required to:

| | A. | Make cash payments and exploration expenditures as follows:
| | -- | -----------------------------------------------------------

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| | Cash     |   | Exploration  |  |          |  
| | -------- | - | ------------ |  | -------- | -
| | Payments |   | Expenditures |  | Due Date |  
| | CDN      | $ | 10,000.00    |  | CDN      | $
| | CDN      | $ | -            |  | CDN      | $
| | CDN      | $ | -            |  | CDN      | $
| | CDN      | $ | -            |  | CDN      | $
| | CDN      | $ | 50,000.00    |  | CDN      | $

| | *  | During June 2004, the optionor reduced the amount of exploration costs
      to be incurred through June 30, 2004 from CDN$35,000 to CDN$25,370.
      The Company paid CDN$25,370 (US$18,787) in accordance with the revised
      terms of the agreement.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                            
| | B. | Make advance royalty payments of CDN$50,000 per year, commencing January
      1, 2008, until termination of the Agreement.                                                                                                                                
| |    |                                                                                                                                                                                                                                                            
| | C. | Issue 250,000 shares of its common stock to the optionor upon commencement
      of commercial production.                                                                                                                                                 

In addition to the above terms, the optionor will retain a four percent net
  smelter royalty in the mineral claims.

NOTE 4: INCOME TAXES

The Company records its income taxes in accordance with SFAS No. 109, “Accounting
  for Income Taxes”. The Company incurred net operating losses during the
  periods shown on the condensed financial statements resulting in a deferred
  tax asset, which was fully allowed for; therefore, the net benefit and expense
  result in $-0- income taxes.

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2

Item 2. Management’s Discussion and Analysis or Plan of Operation.

Cautionary Statement Regarding Forward-Looking Statements

This quarterly report contains forward-looking statements
  as that term is defined in the Private Securities Litigation Reform Act of 1995.
  These statements relate to future events or our future financial performance.
  Some discussions in this report may contain forward-looking statements that
  involve risk and uncertainty. A number of important factors could cause our
  actual results to differ materially from those expressed in any forward-looking
  statements made by us in this report. Forward-looking statements are often identified
  by words like: “believe”, “expect”, “estimate”,
  “anticipate”, “intend”, “project” and similar
  expressions or words which, by their nature, refer to future events.

In some cases, you can also identify forward-looking statements
  by terminology such as “may”, “will”, “should”,
  “plans”, “predicts”, “potential” or “continue”
  or the negative of these terms or other comparable terminology. These statements
  are only predictions and involve known and unknown risks, uncertainties and
  other factors, including the risks in the section entitled "Risk Factors" on
  page 7, that may cause our or our industry's actual results, levels of activity,
  performance or achievements to be materially different from any future results,
  levels of activity, performance or achievements expressed or implied by these
  forward-looking statements.

Although we believe that the expectations reflected in the
  forward-looking statements are reasonable, we cannot guarantee future results,
  levels of activity or achievements. Except as required by applicable law, including
  the securities laws of the United States, we do not intend to update any of
  the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars
  (US$) and are prepared in accordance with United States Generally Accepted
  Accounting Principles. All references to “CA $” refer to Canadian
  Dollars and all references to "common shares" refer to the common shares in
  our capital stock.

As used in this annual report, the terms "we", "us", "our",
  and "Invision" mean Invision Capital, Inc., unless otherwise indicated.

Invision is an exploration stage corporation. There is no
  assurance that commercially viable mineral deposits exist on the claims that
  we have under option. Further exploration will be required before a final evaluation
  as to the economic and legal feasibility of the claims is determined.

Glossary of Exploration Terms

The following terms, when used in this report, have the respective
  meanings specified below:

|Diamond drill  | A type of rotary drill in which the cutting is done
        by abrasion rather than percussion. The cutting bit is set with diamonds
        and attached to the end of the long hollow rods through which water is
        pumped to the cutting face. The drill cuts a core of rock, which is recovered
        in long cylindrical sections an inch or more in diameter.
|-------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exploration    | The prospecting, trenching, mapping, sampling, geochemistry,
        geophysics, diamond drilling and other work involved in searching for
        mineral bodies.                                                                                                                                                                                                         
|Mineral        | A naturally occurring inorganic element or compound
        having an orderly internal structure, characteristic chemical composition,
        crystal form & physical properties                                                                                                                                                                                          
|Mineralization | Rock containing an undetermined amount of minerals
        or metals.                                                                                                                                                                                                                                                                                                      

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Foreign Currency and Exchange Rates

Dollar costs of Invision’s property acquisition and planned exploration
  costs are in Canadian Dollars. For purposes of consistency and to express United
  States Dollars throughout this report, Canadian Dollars have been converted
  into United States currency at the rate of US $1.00 being approximately
  equal to CA $1.25 or CA $1.00 being approximately equal to US $0.80
  which is the approximate average exchange rate during recent months and which
  is consistent with the incorporated financial statements.

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THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND
  FINANCIAL CONDITION OF THE CORPORATION FOR THE PERIOD ENDING JANUARY 31, 2005
  SHOULD BE READ IN CONJUNCTION WITH THE CORPORATION’S CONSOLIDATED FINANCIAL
  STATEMENTS, INCLUDING THE NOTES THERETO CONTAINED ELSEWHERE IN THIS FORM 10-QSB.

Overview

Invision Capital, Inc. was incorporated in the State of Nevada
  on January 24, 2003 and established a fiscal year end of July 31. Our statutory
  registered agent's office is located at 251 Jeanell Drive, No. 3, Carson City,
  Nevada and our business office is located at 768 Westcot Place, West Vancouver,
  British Columbia, Canada. Our telephone number is (604) 657-2443. There have
  been no material reclassifications, mergers, consolidations or purchases or
  sales of any significant amount of assets not in the ordinary course of business
  since the date of incorporation. We are a start-up, exploration stage corporation
  engaged in the search for gold and related minerals. There is no assurance that
  a commercially viable mineral deposit, a reserve, exists in our claims or can
  be shown to exist until sufficient and appropriate exploration is done and a
  comprehensive evaluation of such work concludes economic and legal feasibility.

On July 07, 2003, Invision optioned a mineral property containing
  one (1) mining claim located in the Thunder Bay Mining Division of the province
  of Ontario, Canada called the Muriel Lake Property by entering into an Option
  To Purchase And Royalty Agreement dated July 07, 2003 with Richard T. Heard
  and Nicholas G. Carter, the beneficial owners of the claim, each arms-length
  British Columbia, Canada residents, to acquire the claim through the carrying
  out of a three phase exploration program, making annual option payments commencing
  no later than January 01, 2007 and paying the vendors a royalty from production.

Under the terms of the option agreement, Messrs. Heard and Carter granted to Invision the sole and exclusive right and option to acquire 100 percent of the right, title and interest of Heard and Carter in the Muriel Lake property, subject to the
vendors receiving annual payments, a royalty interest and common shares of Invision, in accordance with the terms of the option agreement, as follows:

- Invision must pay Messrs. Heard and Carter $7,420 ($10,000 in Canadian
    funds) on the effective date of the agreement (paid);
- Invision must incur exploration expenditures on the property of a minimum
    of $18,700 on or before June 30, 2004; (completed and paid);

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4

- Invision must incur exploration expenditures on the property of a minimum
    of $60,000 on or before June 30, 2005;
- Invision must incur exploration expenditures on the property of a minimum
    of $80,000 on or before June 30, 2006;
- Invision must pay to the vendors $40,000 on or before January 01, 2007
    as a prepayment of the net smelter royalty;
- Upon exercise of the option, Invision is required to pay to the vendors,
    commencing January 1, 2008, the sum of $40,000 per annum as an advance
    against the net smelter royalty for as long as Invision, or its assigns, holds
    any interest in the property; and

Upon the commencement of commercial production from the property,
  Invision or its successor under this agreement agrees to pay to the Vendors,
  two hundred fifty thousand (250,000) shares in the capital of Invision or any
  successor corporation.

Regarding each of the above cash or share payments to the
  vendors, we must complete the phase contemplated and must decide and provide
  written notice to the vendors that we intend to proceed to the next phase before
  making the indicated payment.

Under the option agreement, the vendors, Messrs. Heard and
  Carter, retain a 4% net smelter royalty for all minerals mined from the claim.
  Net smelter returns (NSR) refers to the net proceeds received by Invision from
  any smelter or other purchaser from the sale of any ores, concentrates or minerals
  produced from the claim without encumbrances. The above noted payments are advances
  against that royalty. In the event that Invision sells or transfers its interest
  to a third party, that party will assume the obligations under the NSR provision
  of the agreement.

The name, tenure number, date of recording and expiration
  date of the claim is as follows:

|Claim Name  | Claim No.  | Recorded Holder                  | Expiry Date  | Area Hectares | Area Acres
|----------- | ---------- | -------------------------------- | ------------ | ------------- | ----------
|Muriel Lake | TB 1187566 | N.C. Carter &  
      R.T. Heard | July 4, 2006 | 16            | 40        
|            |            |                                  |              |              
|            |            | TOTAL (Hectares / Acres)         | 16           | 40           

To date we have spent $18,787 on research and development
  activities and $7,420 on property acquisition costs. As part of the acquisition
  cost Mr. Nicholas C. Carter, Ph.D., P.Eng., provided a Prospecting Report on
  the Muriel Lake Property dated May 23, 2003. In early June, 2004 a crew went
  to the claim to commence phase I of the planned three phase exploration program.
  The crew completed their work in late June, 2004 with samples being sent to
  a laboratory for geochemical analysis. On July 20, 2004, Nicholas G. Carter,
  Ph.D., P.Eng., presented his report on the phase I exploration program recommending
  additional claims be staked to the east, west and north of the existing claim
  block and updated all the work done on the claim to date.

Mr. Carter is a registered Professional Geologist in good
  standing in the Association of Professional Engineers and Geoscientists of British
  Columbia, Canada. He is a graduate of the University of New Brunswick with a
  Bachelor of Science Degree (1960), a Master of Science degree in geology in
  1962 from Michigan Technological Institute and a Ph.D. degree in geology from
  the University of British Columbia in 1974. He has practiced his profession
  as a consulting exploration geologist for the past forty (40) years.

Messr’s Heard and Carter hold the mining rights to the
  claim which thereby gives them or their agent, the right to mine and recover
  all of the minerals contained within the surface boundaries of

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5

the lease continued vertically downward. Heard and Carter
  have granted an option to Invision to allow Invision to explore, mine and recover
  any minerals on the claim.

Under Ontario law, if the ownership of the claim were passed
  to us and the deed of ownership were recorded in our name, we would have to
  pay a minimum of $1,000 and file other documents since we are a foreign
  corporation in Canada. We would also need to form an Ontario corporation that
  contains a board of directors, a majority of which would have to be Ontario
  residents and obtain audited financial statements for that corporation. We have
  decided that if gold is discovered on the claim and it appears it might be economical
  to remove the gold, we will record the deed of ownership, pay the additional
  tax and file as a foreign corporation or establish a corporate subsidiary in
  Ontario. The decision to record or not record is solely within our province.
  It is our intention to incorporate a Canadian subsidiary corporation and record
  the deed of ownership in the name of our subsidiary only if gold is discovered
  on the claims and it appears that it would be economically viable to commercially
  mine the claims.

The claim is unencumbered and there are no competitive conditions
  which affect the claim. Further, there is no insurance covering the claim and
  we believe that no insurance is necessary since the claim is unimproved and
  contains no buildings or improvements.

To keep the claims in good standing, we must perform annual
  exploration work on the claims or pay $8.00 (CA $12.50) per hectare
  to prevent the claims from reverting to the Crown.

Invision is an exploration stage corporation. There is no
  assurance that a commercially viable mineral deposit exists on the claim that
  we have optioned. Further exploration will be required before a final evaluation
  as to the economic and legal feasibility of the claim is determined.

Only one of the directors or officers has professional or
  technical accreditation in the exploration, development or operations of metal
  mines, that being Mr. David Duval. During the past year, Mr. Frank Rigney has
  spent approximately 15% of his time (approximately 9 hours per week) on the
  affairs of Invision. Those ratios and hours are expected to continue at that
  same level into the foreseeable future. Mr. Duval joined the Board of Directors
  on January 28, 2004. He is an independent consultant to the mining industry,
  has been employed as a technical advisor to the United Nations, mine planner,
  production supervisor, technical service representative and was responsible
  for the development of a 500 ton-per-day copper mine in Quebec. It is expected
  that he will spend approximately 2% (1 to 111⁄2 hours per week) of his
  time on the affairs of Invision for the foreseeable future.

Employees

Initially, we are using the services of subcontractors for
  manual labour and exploration work on our property and Mr. N.C. Carter, P. Eng.
  to manage the exploration program as outlined in his report. Mr. Carter is not
  a consultant to Invision; rather he is the author of the report on the claim.

We intend to hire geologists, engineers and excavation subcontractors
  on an as needed basis. We have not entered into negotiations or contracts with
  any of them other than the fact that we plan to retain Mr. Heard to supervise
  and carry out the Phase II work program during June, 2005 as he was responsible
  for the phase I program in 2004.

At present, we have no employees, other than Messrs. Rigney
  and Duval, our officers and directors. Messrs. Rigney and Duval do not have
  employment agreements with us. We presently do not have pension, health, annuity,
  insurance, stock options, profit sharing or similar benefit

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6

plans; however, we may adopt such plans in the future. There
  are presently no personal benefits available to any employees.

Offices

Our offices are located at 768 Westcot Place, West Vancouver,
  B.C. Canada. Currently, these facilities are provided to us by Frank J. Rigney,
  one of our directors and our President, without charge, but such arrangement
  may be cancelled at anytime without notice. As our business activities continue,
  we anticipate that we will be required to pay a pro rata share of the rent incurred
  for the facilities that we occupy. Specific direct expenses incurred such as
  telephone and secretarial services will be charged back to Invision at cost
  on a periodic basis.

Risks

At present we do not know whether or not the claim contains
  commercially exploitable reserves of gold or any other valuable mineral. Additionally,
  the proposed expenditures to be made by us in the exploration of the claim may
  not result in the discovery of commercial quantities of ore. Problems such as
  unusual or unexpected formations and other unforeseen conditions involved in
  mineral exploration often result in unsuccessful exploration efforts. In such
  a case, we would be unable to complete our business plan.

We had sufficient financial resources to complete the first
  phase of our proposed exploration plan. However, in order to complete all phases
  of our proposed program we will need to raise additional funding. Even with
  the first phase of our exploration program being deemed to be successful there
  is no guarantee that we will be able to raise any additional capital in order
  to finance the second or third phases. Should we be unable to raise additional
  funding to complete the second and third phases of our exploration plan, we
  would have to cease business operations.

Finally, even if our exploration program is successful we
  may not be able to obtain commercial production. If our program is successful
  and commercial quantities of ore are discovered we will require significant
  amounts of additional funds to place the claim into commercial production. Should
  we be unable to raise additional funds to put the claim into production we would
  be unable to see the claim evolve into an operating mine and we would have to
  cease operations.

Results of Operations

Invision was incorporated on January 24, 2003. Comparative
  periods for the six month periods ended January 31, 2005 and January 31, 2004
  and inception to January 31, 2005 are presented in the following discussion.

Since inception, we have used our common stock to raise money
  for our optioned acquisition, for corporate expenses, the expenses incurred
  in the phase I exploration program and to repay outstanding indebtedness. Net
  cash provided by financing activities from inception on January 24, 2003 to
  January 31, 2005 was $69,860 as a result of proceeds received from sales
  of our common stock.

The Corporation did not generate any revenues from operations
  for the quarter ended January 31, 2005.

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7

REVENUES

REVENUE: Invision did not generate any revenues from operations
  for the quarter ended January 31, 2005 or January 31, 2004 nor for the period
  January 24, 2003 (inception) through January 31, 2005.

COMMON STOCK: Since inception, we have used our common stock
  to raise money for our optioned acquisition, for corporate expenses and to repay
  outstanding indebtedness. Net cash provided by financing activities during the
  quarter under review ended January 31, 2005 was $0 as compared to $0
  from inception on January 24, 2003 to January 31, 2005 was $69,860 as a
  result of proceeds received from sales of our common stock. No shares were issued
  in the most recent quarter and no options or warrants were issued to issue shares
  at a later date.

EXPENSES

SUMMARY: During the quarter ended January 31, 2005, Invision
  incurred operating expenses of $2,036 for the quarter (as compared to $2,057
  in the same period last year) and $70,469 since inception. For the six month
  periods ended January 31, 2005 and January 31, 2004, the comparative values
  were $5,009 and $11,153 respectively. The lower expenses in the most
  recent quarter and six moth period relate mainly to the quiet period following
  receipt of the engineering report on the Corporation’s optioned claim
  and the less expensive review period as well as the effort to secure funds for
  the next phase of the exploration program. As a result, operating costs have
  decreased significantly and will likely remain low, consisting mainly of administrative
  costs, until the last quarter of the fiscal year. The costs can be further subdivided
  into the following categories:

RESEARCH AND DEVELOPMENT: Invision has not incurred any expenses
  for research and development during the quarters ended January 31, 2005 or January
  31, 2004 and none have been incurred since inception on January 24, 2003.

CONTRIBUTED EXPENSES: $350 in contributed expenses (for
  contributed rent and administrative costs) were incurred for the quarter (as
  compared to $350 for the same period last year). For the six month periods
  ended January 31, 2005 and January 31, 2004, the comparative values were $650
  and $750 respectively. For the period January 24, 2003 (inception) through
  January 31, 2005, $2,750 has been recorded for contributed expenses. All
  contributed expenses are reported as contributed costs with a corresponding
  credit to additional paid-in capital. Contributed expenses are relatively consistent
  from one period to another,

UNPROVEN MINERAL ACQUISITION COSTS: During the quarter ended
  January 31, 2005 $0 was expended on unproven mineral acquisition costs and,
  for the same period last year $0 was incurred in acquiring our claim(s).
  For the six month periods ended January 31, 2005 and January 31, 2004, the comparative
  values were also $0 and $0 respectively. For the period January 24,
  2003 (inception) through January 31, 2005, a total of $7,420 has been recorded
  for unproven mineral acquisition and exploration costs.

UNPROVEN MINERAL EXPLORATION COSTS: During the quarter ended
  January 31, 2005 $0 was expended on unproven mineral acquisition costs and,
  for the same period last year $0 was incurred in acquiring our claim(s).
  For the six month periods ended January 31, 2005 and January 31, 2004, the comparative
  values were also $0 and $0 respectively. For the period January 24,
  2003 (inception) through January 31, 2005, a total of $18,787 has been recorded
  for unproven mineral acquisition and exploration costs.

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8

PROFESSIONAL FEES: Invision incurred $1,105 in professional
  fees for the quarter as compared to $1,270 for the same period last year.
  For the six month periods ended January 31, 2005 and January 31, 2004, the comparative
  values were $2,625 and $8,245 respectively. Since inception, we have
  incurred $27,007 in professional fees which have been mainly incurred for
  legal and accounting matters.

COMPENSATION: No compensation costs were incurred during the
  quarter ended January 31, 2005 nor during the quarter ended January 31, 2004
  and none have been incurred since inception on January 24, 2003.

OFFICE EXPENSES: $252 was expended on general office expenses
  for the current quarter as compared to $398 during the corresponding quarter
  in the preceding year. For the six month periods ended January 31, 2005 and
  January 31, 2004, the comparative values were $1,370 and $2,065 respectively.
  For the period January 24, 2003 (inception) through January 31, 2005 a total
  of $12,710 has been spent on office and related expenses.

OTHER COSTS: $329 in other costs were incurred in the
  quarter as compared to $39 last year over the same period. For the six month
  periods ended January 31, 2005 and January 31, 2004, the comparative values
  were $364 and $93 respectively. For the period January 24, 2003 (inception)
  through January 31, 2005, Invision has spent a total of $1,795 on other
  or miscellaneous expenses.

NET CASH USED IN OPERATING ACTIVITIES: For the six months
  ended January 31, 2005, $6,910 in net cash has been used as compared to
  $11,601 for the six months ended January 31, 2004. We have used in operating
  activities total net cash of $65,970 from inception on January 24, 2003
  to January 31, 2005.

INTEREST INCOME / EXPENSES: Invision has neither received
  nor paid interest since its inception on January 24, 2003.

INCOME TAX PROVISION: As a result of operating losses, there
  has been no provision for the payment of income taxes to date in 2004 - 2005
  or from the date of inception.

EXPLORATION PROGRAM: Near the end of July, 2004, the Progress
  Report on the Muriel Lake Property as authored by N.C. Carter, Ph.D., P.Eng.,
  was concluded and received by the Board of Directors. In the report, Mr. Carter
  concluded that in view of the known extension of favourable geology well beyond
  the boundaries of the current claim, plus the presence of several sulphide zones
  east, west and north of the claim, it would be in order to acquire more ground
  prior to the initiation of further work in the Muriel Lake area. The staking
  of an additional 40 to 50 mining claim units extending east, west and north
  of the current claim was recommended. Therefore, the Board of Directors is of
  the opinion that additional claims should be staked but it remains indeterminate
  as to whether they would be owned by Messrs Heard and Carter and optioned to
  Invision or whether they should be acquired by Invision on its own behalf. Since
  it will require significant expenditures to accomplish both tasks, the Board
  is currently seeking both advice and additional funding to carry out both tasks.

During the quarter, Invision did not sell any shares of its
  common stock. As of the date of this report Invision has 10,397,740 common shares
  issued and outstanding.

Invision continues to carefully control its expenses and overall
  costs as it moves forward with the development of its business plan. Invision
  does not have any employees and engages personnel

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9

through outside consulting contracts or agreements or other
  such arrangements, including for legal, accounting and technical consultants.

Plan of Operation

For the balance of the current fiscal year we will concentrate
  our efforts on the review of the results of the phase I exploration program
  based on the report and recommendations of N. C. Carter and the shift of activities
  to prepare for proceeding with phase II in the summer of 2005 at an estimated
  cost of $120,000 including property acquisition costs (staking of additional
  claims), based on the recommendations of Mr. Carter’s Report, which costs
  are a reflection of local costs for the type of work program planned. We will
  proceed to phase II only if we are also successful in being able to secure the
  capital funding required to complete phase II. If phase II is not successful,
  we will terminate the option on the claim. Following industry trends and demands,
  we are also considering the acquisition of other properties to conduct exploration
  works for gold. In either situation, a new public offering might be needed to
  be completed.

Invision believes it can satisfy its administrative cash requirements
  through the fiscal year end of July 31, 2005, from the private placements of
  $69,860 received in early 2003. As of January 31, 2005, we had $2,162
  in working capital. Therefore, it will be necessary to secure additional funding
  to complete phase II of the planned exploration program and to stake additional
  acreage.

Upon a decision, in joint discussions with Messrs Heard and
  Carter, as to the staking of additional claims and resolution of the issue as
  to what name or names the added claims would be registered in and how Invision
  will participate in the ownership and funding, we would then proceed to Phase
  II which will be directed towards a continuation of the exploration and prospecting
  program which will include an indeterminate amount of diamond drilling. A diamond
  drill is a drilling machine with a rotating, hollow, diamond studded bit that
  cuts a circular core which can be recovered in lengths to provide a continuous
  sample of the column of rock penetrated. The core is then split in half, crushed
  and analyzed for the various minerals it may contain. It is anticipated that
  some additional geological mapping, prospecting and some geochemical sampling
  will take place as the drilling progresses.

Geochemistry is the study of the relative and absolute occurrences
  of various elements and their atomic species in the earth’s crust. It
  can be defined very broadly to include all the parts of the study of geology
  that involve chemical changes or may be focussed on the distribution of the
  elements. We are interested in determining what the broad chemical makeup of
  the earth looks like and what changes have taken place over geologic time. The
  second phase excluding the time and costs of addition land acquisition may take
  up to four months to complete and will have an estimated cost of $60,000,
  based on the requirements of the option agreement and which is a reflection
  of local costs for the specified type of work.

We plan to raise the additional capital required to meet the
  balance of our estimated funding requirements for the next twelve months, primarily
  through the private placement of our securities. We do not anticipate that we
  will be able to satisfy any of these funding requirements internally until we
  significantly increase our revenues.

We do not expect any changes or more hiring of employees since
  contracts are given to consultants and sub-contractor specialists in specific
  fields of expertise for the exploration works.

For the balance of the current fiscal year we will concentrate
  our efforts on the review of the results of the phase I exploration program
  based on the report and recommendations of N. C.

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10

Carter and the shift of activities to prepare for proceeding
  with phase II in the summer of 2005 at an estimated cost of $120,000 including
  property acquisition costs (staking of additional claims), based on the recommendations
  of Mr. Carter’s Report, which costs are a reflection of local costs for
  the type of work program planned. We will proceed to phase II only if we are
  also successful in being able to secure the capital funding required to complete
  phase II. If phase II is not successful, we will terminate the option on the
  claim. Following industry trends and demands, we are also considering the acquisition
  of other properties to conduct exploration works for gold. In either situation,
  a new public offering might be needed to be completed.

If phase II is not successful we will terminate the option
  on the claim and cease exploration. If phase II is successful we would then
  proceed to phase III in 2006 at an estimated cost of $80,000 also based
  on the recommendations of Mr. Carter’s report, which costs are again a
  reflection of local costs for the type of work program planned. We will proceed
  to phase III only if we are also successful in being able to secure the capital
  funding required to complete that phase. Similarly, if phase III is not successful,
  we will terminate the option on the claim.

If we decide to proceed to phase III we will try to raise
  additional funds from a public offering, a private placement, loans or the establishment
  of a joint venture whereby a third party would pay the costs associated with
  the phase III and we would retain a carried interest. At the present time, we
  have not made any plans to raise additional money and there is no assurance
  that we would be able to raise additional money in the future. If we need additional
  money and can't raise it, we will have to suspend or cease business operations.

On November 03, 2003 Invision filed a Form 10-SB registration
  statement with the Securities and Exchange Commission. As a result, Invision
  became a reporting issuer under the Securities Exchange Act of 1934 on January
  02, 2004 and is now subject to the reporting requirements of the Exchange Act.

Liquidity and Capital Resources

As of end of the first quarter on January 31, 2005, we have
  yet to generate any revenues from our business operations.

Since inception, we have used our common stock to raise money
  for our optioned acquisition, for corporate expenses and to repay outstanding
  indebtedness. Net cash provided by financing activities from inception on January
  24, 2003 to January 31, 2005 was $69,860 as a result of proceeds received
  from sales of our common stock.

We issued 4,000,000 shares of common stock through a Section
  4(2) offering in January 2003 for cash consideration of $4,000. We then
  issued 6,000,000 shares of common stock through a Regulation S offering in March,
  2003 for cash consideration of $6,000. Finally, we issued 397,740 shares
  of common stock through a Regulation S offering in May and June, 2003 for cash
  consideration of $59,860.

As of January 31, 2005, our total assets which consist entirely
  of cash and prepaid expenses amounted to $3,762 versus $9,040 at January
  31, 2004 and our total liabilities were $1,600 as compared to $1,600
  at January 31, 2004. Working capital stood at $2,162 and was $7,440
  on January 31, 2004.

For the quarter ended January 31, 2005, the net loss was $2,036
  ($0.0002 per share) versus a loss of $2,057 ($0.0002 per share)
  in the same quarter last year. The loss per share was based on a

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11

weighted average of 10,398,400 common shares outstanding in
  the current quarter and 10,397,740 shares outstanding in the same quarter last
  year. For the period from inception on January 24, 2003 through January 31,
  2005, the cumulative net loss was $70,469.

Due to the uncertainty of our ability to meet our current
  operating and capital expenses, in their report on the annual financial statements
  for the year ended July 31, 2004, our independent auditors included an explanatory
  paragraph regarding concerns about our ability to continue as a going concern.
  Our financial statements contain additional note disclosures describing the
  circumstances that lead to this disclosure by our independent auditors.

There is substantial doubt about our ability to continue as
  a going concern as the continuation of our business is dependent upon obtaining
  further financing. The issuance of additional equity securities by us could
  result in a significant dilution in the equity interests of our current stockholders.
  Obtaining commercial loans, assuming those loans would be available, will increase
  our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further
  funds required for our continued operations. We are pursuing various financing
  alternatives to meet our immediate and long-term financial requirements. There
  can be no assurance that additional financing will be available to us when needed
  or, if available, that it can be obtained on commercially reasonable terms.
  If we are not able to obtain the additional financing on a timely basis, we
  will not be able to meet our other obligations as they become due.

If it turns out that we have not raised enough money to complete
  our secondary exploration program, we will try to raise additional funds from
  a second public offering, a private placement, loans or the establishment of
  a joint venture whereby a third party would pay the costs associated with the
  phase II and we would retain a carried interest. At the present time, we have
  not made any plans to raise additional money and there is no assurance that
  we would be able to raise additional money in the future. If we need additional
  money and can't raise it, we will have to suspend or cease business operations.

Inflation / Currency Fluctuations

Inflation has not been a factor during the recent quarter
  ended January 31, 2005. Inflation is moderately higher than it was during 2004
  but the actual rate of inflation is not material and is not considered a factor
  in our contemplated capital expenditure program.

Item 3. Controls and Procedures

| | a) | designed such disclosure controls and procedures
        to ensure that material information relating to the registrant, including
        its consolidated subsidiaries, is made known to us by others within those
        entities, particularly during the period in which this quarterly report
        is being prepared;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | evaluated the effectiveness of the our disclosure
        controls and procedures as of the filing date of this quarterly report
        (the "Evaluation Date"); and                                                                                                                                                          
| | c) | presented in this quarterly report our conclusions
        about the effectiveness of the disclosure controls and procedures based
        on our evaluation as of the Evaluation Date;                                                                                                                                        

There have been no significant changes in the our internal controls or in
  other factors that could significantly affect these controls subsequent to the
  date of their evaluation, including any corrective actions with regard to significant
  deficiencies and material weaknesses.

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12

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The Corporation is and has not been party to any legal proceedings
  in the preceeding quarter.

Item 2. Changes in Securities

Invision had 10,398,400 shares of common stock issued and
  outstanding as of January 31, 2005. Of these shares, 4,000,000 shares are held
  by an affiliate of Invision; some of those shares can be resold in compliance
  with the limitations of Rule 144 as adopted by the Securities Act of 1933, as
  amended (the “Securities Act”).

In general, under Rule 144, a person who has beneficially
  owned shares privately acquired directly or indirectly from us or from one of
  our affiliates, for at least one year, or who is an affiliate, is entitled to
  sell, within any three-month period, a number of shares that do not exceed the
  greater of 1% of the then outstanding shares or the average weekly trading volume
  in our shares during the four calendar weeks immediately preceding such sale.
  Sales under Rule 144 are also subject to certain manner of sale provisions,
  notice requirements and the availability of current public information about
  us. A person who is not deemed to have been an affiliate at any time during
  the 90 days preceding the sale, and who has beneficially owned restricted shares
  for at least two years, is entitled to sell all such shares under Rule 144 without
  regard to the volume limitations, current public information requirements, manner
  of sale provisions or notice requirements.

The issuances discussed under this section are exempted from
  registration under Rule 504 or Regulation S or Section 4 (2) of the Securities
  Act, as provided. All purchasers of Invision’s securities acquired the
  shares for investment purposes only and all stock certificates reflect the appropriate
  legends. No underwriters were involved in connection with the sale of securities
  referred to in this report.

Item 3. Defaults Upon Senior Securities

The have been no defaults upon Invision’s senior or
  other securities in the preceeding quarter.

Item 4. Submission of Matters to a Vote of Security Holders

No matter has been submitted to a vote of security holders
  during the preceeding quarter.

Item 5. Other Information

Use of Proceeds

Net cash provided by financing activities from inception on
  January 24, 2003 to January 31, 2005 was $69,860 as a result of proceeds
  received from sales of our common stock. During the period

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13

January 24, 2003 to January 31, 2005, the following table indicates how those proceeds have been spent to date:

| | Unproven Mineral Interest Acquisition Costs     | $7,420 
| | ----------------------------------------------- | -------
| | Unproven Mineral Interest Exploration Costs     | 18,787 
| | Professional Fees                               | 27,007 
| | Office Expenses                                 | 12,710 
| | Other Costs                                     | 1,795  
| | Total Use of Proceeds to
      January 31, 2005 | $67,719

Common Stock

During the six-month period ended January 31, 2005 no shares
  of common stock were issued. As of January 31, 2005, there were 10,398,400 shares
  issued and outstanding and as of March 11, 2005 there were 10,398,400 shares
  outstanding.

Options

No options were granted during the six-month period ending January 31, 2005.

Item 6. Exhibits and Reports on Form 8-K

The following reports on Form 8-K were filed during the quarter ended January 31, 2005: NIL

Exhibits

|31.1 | Certification of Chief Executive Officer Pursuant
      to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                               
|32.1 | Certification of Chief 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 Chief Financial Officer Pursuant
      to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.

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14

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
  1934, the registrant caused this report to be signed on its behalf by the undersigned,
  thereunto duly authorized.

Invision Capital, Inc.
  (Registrant)

Date: March 29, 2005

BY: /s/  “Frank J. Rigney

Frank J. Rigney 
  President, Chief Executive Officer, Principal Executive Officer, 
  Treasurer, Chief Financial Officer, Principal Financial Officer 
  Member of the Board of Directors

BY: /s/ “David K. Duval”

David K. Duval 
  Member of the Board of Directors

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