UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(X)  QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITES EXCHANGE ACT OF
     1934 For the quarterly period ended December 31, 2005


( )  TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT

         For the transition period from ____________ to_________________

                         Commission File number 0-25541

                              VISUALANT, INCORPORATED
               ---------------------------------------------------------
                (Exact name  of  registrant  as  specified  in  charter)

               Nevada                                            91-1948357
--------------------------------------------------------------------------------
(State  or  other  jurisdiction  of                          (I.R.S.  Employer
incorporation  or  organization)                             Identification No.)

Suite  406,  500  Union  Street,
Seattle,  Washington  USA                                                 98101
--------------------------------------------------------------------------------
(Address  of principal executive offices)                           (Zip Code)

                                     206-903-1351
                                -----------------
               Registrant's  telephone  number,  including  area  code
                                         N/A
                                         ---
          (Former name, address, and fiscal year, if changed since last report)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such  reports),  Yes [X] No [ ] and ( ) has been
subject to filing requirements for the past 90 days. Yes [X] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the last practicable date.

         Class                         Outstanding  as  of  December  31,  2005
      ----------                       ------------------------------------
Common  Stock,  $0.001 per share                      16,387,224



                                       1
<PAGE>


                                      INDEX

                                                                            Page
                                                                          Number
                                                                         -------
PART 1                     FINANCIAL INFORMATION

ITEM 1. Financial Statements (unaudited) 3

     Balance Sheet as 0f December 31, 2005 and September 30, 2005 .......... 4

     Statement of Operations  For the three months ended  December 31,
     2005 and 2004,  and for the period from  October 8, 1998 (Date of
     Inception) to December 31, 2005 ....................................... 5

     Statement  of  Changes  in  Stockholders'  Equity  For the period
     October 8, 1998 (Date of  Inception) to December 31, 2005 ............. 6

     Statement of Cash Flows For the three  months ended  December 31,
     2005 and 2004 and for the  period  from  October 8, 1998 (Date of
     Inception) to December 31, 2005 ....................................... 8

     Notes to the Financial Statements ..................................... 9

ITEM 2 Management's Discussion and Analysis or Plan of Operation .......... 14

ITEM 3. Controls and Procedures ........................................... 19

PART 11. OTHER INFORMATION ................................................ 20

ITEM 1. Legal Proceedings ................................................. 20

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds........ 20

ITEM 3. Defaults Upon Senior Securities ................................... 20

ITEM 4. Submission of Matters to a Vote of Security Holders ............... 20

ITEM 5. Other Information ................................................. 20

ITEM 6. Exhibits and Reports on Form 8-K .................................. 21

SIGNATURES ................................................................ 22


                                       2
<PAGE>


                         PART 1 - FINANCIAL INFORMATION


                         ITEM 1.   FINANCIAL STATEMENTS

The accompanying  balance sheet of Visualant,  Incorporated  (development  stage
company)  at December  31, 2005 and  September  30,  2005 and the  statement  of
operations  for the three months ended  December 31, 2005 and 2004 and statement
of cash flow for the three months  ended  December 31, 2005 and 2004 and for the
period from October 8, 1998 (date of  incorporation)  to December 31, 2005, have
been  prepared  by the  Company's  management,  in  conformity  with  principles
generally  accepted  in  the  United  States  of  America.  In  the  opinion  of
management,  all adjustments considered necessary for a fair presentation of the
results of  operations  and  financial  position have been included and all such
adjustments are of a normal recurring nature.

Operating  results for the quarter ended  December 31, 2005 are not  necessarily
indicative of the results that can be expected for the year ending September 30,
2006.



























                                       3
<PAGE>

                             VISUALANT, INCORPORATED
                           (Development Stage Company)
                                  BALANCE SHEET
                    December 31, 2005 and September 30, 2005
<TABLE>
<CAPTION>

                                                               DECEMBER      SEPTEMBER
                                                               31,2005        30,2005
                                                             -----------  -----------
<S>                                                                <C>          <C>
ASSETS
CURRENT ASSETS
    Cash                                                     $   343,765  $   519,009
    Accounts receivable - related party                             --           --
                                                             -----------  -----------
Total Current Assets                                             343,765      519,009
                                                             -----------  -----------
EQUIPMENT - net of accumulated depreciation                        9,138        9,846

LICENSE - net of amortization                                      6,875        6,875

                                                             $   359,778  $   535,730
                                                             ===========  ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
    CURRENT LIABILITIES
    Note payable - related party                             $      --           --
    Accrued interest payable - related party                        --           --
    Accounts payable - related parties                              --           --
    Accounts payable                                             140,304       33,410
                                                             -----------  -----------
         Total Current Liabilities                               140,304      133,410
                                                             -----------  -----------

STOCKHOLDERS' EQUITY (DEFICIENCY)

    Preferred stock
        50,000,000 shares authorized, at $0.001 per share;
        none outstanding
    Common stock
        200,000,000 shares authorized, at  $0.001 par value;
        16,387,224 shares issued and outstanding                  16,387       16,307
    Capital in excess of par value                             3,493,666    3,458,666
    Deficit accumulated during the development stage          (3,290,579)  (3,062,653)
                                                             -----------  -----------
          Total Stockholders' Equity (Deficiency)                219,474      402,320
                                                             -----------  -----------
            TOTAL LIABILITIES & EQUITY                       $   359,778  $   535,730
                                                             ===========  ===========

    The accompanying notes are an integral part of these financial statements
</TABLE>


                                       4
<PAGE>




                             VISUALANT, INCORPORATED
                           (Development Stage Company)
                             STATEMENT OF OPERATIONS

        For the Three Months Ended December 31, 2005 and 2004 and Period
             October 8,1998 (Date of Inception) to December 31, 2005
<TABLE>
<CAPTION>


                                           Three          Three       October 8,
                                          Months         Months        1998
                                           Ended          Ended          to
                                     December 31,   December 31,    December 31,
                                            2005            2004            2005
                                     -----------     -----------     -----------
<S>                                  <C>             <C>             <C>
REVENUES                             $      --       $      --       $      --
                                     -----------     -----------     -----------

EXPENSES
    Research and development              37,200          55,800         255,879
    Administrative                       190,745          26,940       1,769,518
    Compensation-incentive option           --             6,000          48,000
                                     -----------     -----------     -----------

NET LOSS - before other
          Income & expenses             (227,945)        (88,740)     (2,073,397)
OTHER INCOME AND
       EXPENSES
    Settlement of debt                      --              --            43,400
    Interest                                  19         (12,500)       (106,255)
    Loss of deposit - note 7                --              --        (1,154,327)
                                     -----------     -----------     -----------

NET LOSS                             $  (227,926)    $  (101,240)    $(3,290,579)
                                     ===========     ===========     ===========
NET LOSS PER COMMON SHARE

    Basic and diluted                $      (.01)    $      --
                                     ===========     ===========
AVERAGE OUTSTANDING SHARES
    (stated in 1000,s)

    Basic                                 16,347          12,864
                                     ===========     ===========
</TABLE>


The accompanying notes are an integral part of these financial statements

                                       5
<PAGE>


                             VISUALANT INCORPORATED
                           (Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
               For the Period October 8, 1998 (Date of Inception)
                              to December 31, 2005
<TABLE>
<CAPTION>

                                                                             Capital in
                                                          Common Stock         Excess of    Accumulated
                                                     Shares        Amount      Par Value       Deficit
                                                ----------   ------------   ------------   ------------
<S>                                              <C>             <C>            <C>            <C>
Balance October 8,  1998 (date of inception)          --      $      --      $      --      $      --
Issuance of common stock for cash                4,500,000          4,500          4,500           --
   at $.002 - November 20, 1998
Issuance of common stock for cash
at $.01 - November 25, 1998                      6,000,000          6,000         54,000           --
Issuance of common stock for cash
     at $.25 - December 4, 1998                     35,000             35          8,715           --
Capital contributions - expenses                      --             --            3,650           --
Net operating loss for the period
   October 8, 1998 to September 30, 1999              --             --             --          (27,748)
Capital contributions - expenses                      --             --            3,650           --
Net operating loss for the year ended
   September 30, 2000                                 --             --             --          (64,537)
Capital contributions - expenses                      --             --            3,650           --
Net operating loss for the year ended
   September 30, 2001                                 --             --             --           (7,585)
Issuance of common stock for cash at
   $.50 - July 5, 2002                              26,200             26         13,116           --
Net operating loss for the year ended
    September 30, 2002                                --             --             --         (113,475)
Issuance of common stock for cash at
   $.50 - July 2003                                100,000            100         49,900          --
Issuance of common stock for services
   at $.001- June 2003                             150,000            150           --             --
Issuance of common stock as payment
   of debt at $.50 - July 2003                     184,848            185         92,239           --
Refund and return of common shares
         at $.50 - August 2003                     (26,200)           (26)       (13,074)          --
Issuance of common stock for cash
    at $.75 - September 2003                       520,000            520        389,480           --
Net operating loss for the year ended
    September 30, 2003                                --             --             --       (1,819,398)
                                                ----------   ------------   ------------   ------------
Balance September 30, 2003                      11,489,848         11,490        609,826     (2,032,743)
Issuance of common stock for cash
   at $.50 - net of issuance costs -
   August 2004                                     200,000            200         89,800           --
Compensation - incentive stock options                --             --           24,000           --
Net operating loss for the year ended
   September 30, 2004                                 --             --             --         (161,267)
Balance September 30, 2004                      11,689,848         11,690        723,626     (2,194,010)


                                       6
<PAGE>


                             VISUALANT INCORPORATED
                           (Development Stage Company)
            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - continued
               For the Period October 8, 1998 (Date of Inception)
                              to December 31, 2005


                                                                            Capital in
                                                          Common Stock         Excess of    Accumulated
                                                     Shares        Amount      Par Value       Deficit
                                                ----------   ------------   ------------   ------------
Issuance of common stock for cash
   at $.50 - October to December 2004              424,000            424        211,576           --
Issuance of common stock for debt
   at $.50 -                                     2,665,502          2,665      1,330,086           --
Issuance of common stock for license
   at $.75 - April 2005                             10,000             10          7,490
Issuance of common stock for cash
   at $.75 - May and June 2005                   1,269,999          1,270        951,230           --
Issuance of common stock for services
   at $.75 - August 2005                            77,875             78         58,328           --
Issuance of common stock for cash
   at $.75 - August 2005                           170,000            170        127,330           --
Compensation - incentive stock options               --              --           24,000           --
Net operating loss for the year ended
   ended September 30, 2005                          --             --             --          (868,643)
Balance September 30, 2005                      16,307,224    $    16,307    $ 3,433,666   $ (3,062,653)
                                               ===========   ============   ============   ============
Issuance of common stock for cash
   at $.75 - November 2005                          80,000             80         60,000           --
Balance December 31, 2005                       16,387,224    $    16,387    $ 3,493,666   $ (3,290,579)
                                               ===========   ============   ============   ============
</TABLE>


       The accompanying notes are an integral part of these financial statements

                                       7
<PAGE>

                             VISUALANT, INCORPORATED
                           (Development Stage Company)
                             STATEMENT OF CASH FLOWS
      For the three months ended December 31, 2005 and 2004 and the Period
            October 8, 1998 (Date of Inception) to December 31, 2005
<TABLE>
<CAPTION>

                                                                                   Oct 8, 1998
                                                                                        to
                                                     December 31    December 31    December 31,
                                                            2005           2004           2005
                                                     -----------    -----------    -----------
<S>                                                       <C>            <C>            <C>
CASH FLOWS FROM
   OPERATING ACTIVITIES

   Net loss                                          $  (227,926)   $  (101,240)   $(3,290,579)
Adjustments to reconcile net loss to net
       cash provided by operating activities

          Depreciation and amortization                      708           --            3,795
       Issuance of capital stock for expenses               --             --           45,456
          Changes in accounts and notes payable            6,974     (1,426,222)     1,565,559
          Capital contributions - expenses                  --             --           10,950
          Incentive stock options                           --            6,000         48,000
          Loss of deposit                                   --             --        1,154,327
                                                     -----------    -----------    -----------
          Net Changes in Cash from Operations           (220,244)    (1,521,462)      (462,492)
                                                     -----------    -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
       Purchase of equipment                                --          (15,700)       (28,008)
       Purchase of investment - deposit                     --             --       (1,154,327)
                                                     -----------    -----------    -----------
                                                            --          (15,700)    (1,182,335)
CASH FLOWS FROM FINANCING
   ACTIVITIES
              Capital stock subscriptions received          --             --           15,000
          Net - proceeds from issuance of
                common  stock                             45,000      1,544,751      1,957,892
                                                     -----------    -----------    -----------
   Net Changes  in Cash                                 (175,244)         7,589         343765
   Cash at Beginning of Period                           519,009         12,831           --
                                                     -----------    -----------    -----------
   Cash at End of Period                             $   343,765    $    20,420    $   343,765
                                                     ===========    ===========    ===========
</TABLE>

The accompanying notes are an integral part of these financial statements

                                       8
<PAGE>



                             VISUALANT INCORPORATED
                           (Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005


1. ORGANIZATION

The Company was incorporated under the laws of the State of Nevada on October 8,
1998 with the name of "Cigar King  Corporation"  with authorized common stock of
200,000,000  shares at $.001  par  value.  On  September  13,  2002 the name was
changed  to  "Starberrys  Corporation"  as part of a  change  in the  authorized
capital stock by the addition of 50,000,000 shares of preferred stock with a par
value of $.001.  On August  18,  2004 the name of the  Company  was  changed  to
"Visualant  Incorporated".  There are no preferred  shares  issued and the terms
have not been determined.

The Company has not started any operations and is in the development stage.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods
------------------

The  Company  recognizes  income and  expenses  based on the  accrual  method of
accounting.

Dividend Policy
---------------

The Company has not  adopted a policy regarding payment of dividends.

Basic and Diluted Net Income (Loss) Per Share
---------------------------------------------

Basic net income  (loss) per share  amounts are  computed  based on the weighted
average  number of shares  actually  outstanding.  Diluted net income (loss) per
share amounts are computed  using the weighted  average  number of common shares
and common  equivalent  shares  outstanding  as if shares had been issued on the
exercise of common share rights  unless the exercise  becomes  antidilutive  and
then only the basic per share amounts are shown in the report.

Key Employee Incentive Stock Option Plan
----------------------------------------

SFAS No. 123, "Accounting for Stock-Based  Compensation," establishes accounting
and  reporting  standards  for  stock-based  employee   compensation  plans.  As
permitted by SFAS No. 123, the Company accounts for such arrangements  under APB
Opinion  No.  25,  "Accounting  for  Stock  Issued  to  Employees"  and  related
interpretations.

Cash and Cash Equivalents
-------------------------

The Company considers all highly liquid  instruments  purchased with a maturity,
at the time of purchase, of less than three months, to be cash equivalents.

                                       9
<PAGE>

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Income Taxes
------------

The Company utilizes the liability method of accounting for income taxes.  Under
the liability method deferred tax assets and liabilities are determined based on
the differences  between financial reporting and the tax bases of the assets and
liabilities  and are measured  using the enacted tax rates and laws that will be
in effect,  when the differences are expected to reverse.  An allowance  against
deferred tax assets is  recognized,  when it is more likely than not,  that such
tax benefits will not be realized.

On  September  30, 2005 the  Company  had a net  operating  loss  available  for
carryforward of $3,290,579.  The tax benefit of approximately $ 987,000 from the
loss carry forward has been fully offset by a valuation  reserve because the use
of the future tax benefit is doubtful since the Company has no  operations.  The
loss carryforward will expire in 2025.

Financial Instruments
---------------------

The  carrying  amounts of  financial  instruments,  including  cash and accounts
payable,  are considered by management to be their  estimated fair values due to
their short term maturities.

Financial and Concentrations Risk
---------------------------------

The Company does not have any  concentration  or related  financial  credit risk
except that it maintains  cash in banks in amounts  over the insured  amounts of
$100,000, but are otherwise banks of high integrity.

Research  and  Development  Costs
---------------------------------

Research and  development  costs,  including  wages,  supplies,  depreciation of
equipment used in the research activity,  and any assigned overhead expense, are
expensed as incurred.

Revenue Recognition
-------------------

Revenue  will be  recognized  on the  sale  and  delivery  of a  product  or the
completion of a service provided.

Advertising and Market Development
----------------------------------

The Company will expense advertising and market development costs as incurred.

                                       10
<PAGE>

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Estimates and Assumptions
-------------------------

Management uses estimates and assumptions in preparing  financial  statements in
accordance with accounting principles generally accepted in the United States of
America.  Those  estimates and  assumptions  affect the reported  amounts of the
assets and liabilities, the disclosure of contingent assets and liabilities, and
the reported revenues and expenses. Actual results could vary from the estimates
that were assumed in preparing these financial statements.

Foreign Currency Translation
----------------------------

Part of the  transactions of the Company were completed in Canadian  dollars and
have been  translated to US dollars as incurred,  at the exchange rate in effect
at the time, and therefore, no gain or loss from the translations is recognized.
US dollars are considered to be the functional currency.

Recent Accounting Pronouncements
--------------------------------

The  Company  does not  expect  that the  adoption  of other  recent  accounting
pronouncements will have a material impact on its financial statements.

3.  DEVELOPMENT OF TECHNOLOGIES OWNED BY THE COMPANY

The  Company is in the  business  of  researching,  developing,  acquiring,  and
commercializing  products and services related to color  technology  outside the
visible spectrum, using specialized narrow and N-IR and N-UV sensors and spatial
analysis  software  modeling which  translate the invisible into the visible and
involving  specialized and  proprietary  information and trade secrets which the
Company owns, which is considered to be among its most sensitive,  confidential,
and proprietary information.

The Company has a working  agreement  with a contractor  to further  develop the
technology  in which the Company has agreed to pay  development  costs on a semi
monthly basis.















                                       11
<PAGE>

4.  COMMON CAPITAL STOCK

During the 12-month  period ended  December  31,  2005,  the Company  issued the
following common shares of capital stock.

          1,863,999  shares for cash of $1,292,000 as part of a private offering
            of the Company's stock.
          2,665,502 shares for payment of debt of $1,332,751 of which $1,235,252
            was due former related parties.
          10,000 shares for a license.
          77,875 shares for services of $58,406.
          80,000 shares for cash of $60,000 as part of a private offering.


5. INCENTIVE STOCK OPTIONS

During  2002 the Company  granted  stock  options to related  parties of 235,000
shares  of  common  stock at $1.00  per  share,  which  will  expire in June and
December 2006. On the date of the grants the fair market value of the shares was
$.50 per share.

On August 15, 2004 the Company  granted  incentive  stock options,  to a related
party,  to purchase  300,000 common shares at $.10 per share,  which will expire
August 15, 2009. The options will vest at 25,000 shares each quarter starting on
August 15,  2004.  On the date of grant the fair market  value of the shares was
$.50 per share.

During  August  2005 the  Company  granted  incentive  stock  options to related
parties to purchase  600,000 common shares at $.75 per share,  which will expire
August  2009.  On the date of the grants the fair market value of the shares was
$.75 per share.

None of the options had been exercised by the report date.

SFAS No. 123, "Accounting for Stock-Based  Compensation," establishes accounting
and  reporting  standards  for  stock-based  employee   compensation  plans.  As
permitted by SFAS No. 123, the Company accounts for such arrangements  under the
intrinsic value method as provided in APB Opinion No. 25,  "Accounting for Stock
Issued to Employees." and related interpretations.

The  Company   applies  the  intrinsic   value  method  in  accounting  for  its
compensation based stock options.  If the Company had measured the options under
the fair value based method the net pro-forma  operating loss and loss per share
amounts for the year ended  September  30,  2005 would not have been  materially
different.


                                       12
<PAGE>


6. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Officer-directors  and key  consultants  have  acquired 18 % of the  outstanding
common stock and have received the stock options outlined in note 5.

7. CANCELLATION OF AGREEMENT TO PURCHASE SHARES OF SCI

On April 9, 2003 the Company signed a Purchase Agreement with Malaremastastarnas
Riksforening,  the owner of all the shares of  Skandinaviska  Farginstituter  AB
(the  Scandinavian  Colour  Institute  or "SCI")  which owns the color  notation
system Natural Color Systems ("NCS"),  containing the terms of an acquisition by
the Company or its assigns for a price of SEK  35,000,000  of all shares of SCI.
Pursuant to the terms of the  agreements the Company made payments of $1,154,327
into an escrow  account as part payment toward the purchase  price.  The Company
subsequently  failed to make  further  payments on the  contracts  and by mutual
agreement the contracts were cancelled and the moneys paid were expensed.

8. GOING CONCERN

The Company does not have the working  capital for any future  planned  activity
which raises substantial doubt about its ability to continue as a going concern.

Continuation  of the  company as a going  concern is  dependant  upon  obtaining
additional  working  capital and the  management  of the Company has developed a
strategy,  which it believes will accomplish this objective  through  additional
equity  funding,   payment  of  debt  by  the  issuance  of  common  stock,  and
contributions  to capital by officers,  which will enable the Company to conduct
operations for the coming year.















                                       13
<PAGE>






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

Overview

The Company was  incorporated on October 8,  1998 under the laws of the State of
Nevada.  The  Company's  Articles of  Incorporation  currently  provide that the
Company is authorized  to issue  200,000,000  shares of Common Stock,  par value
$0.001 per share,  and 50,000,000  shares of Preferred  Stock with such terms as
will be  specified  by the  Board of  Directors  at the time it acts to create a
specific  series of the  Preferred  Stock to be issued.  As of December 31, 2005
there were 16,387,224 Common Shares and no Preferred Shares outstanding.

The Company has no current commercial  products.  The Company is in the business
of researching, developing, acquiring, and commercializing products and services
related to color  technology  outside the visible  spectrum,  using  specialized
narrow and N-IR and N-UV sensors and spatial  analysis  software  modeling which
translate  the invisible  into the visible.  The Company owns or has obtained an
exclusive license to use this specialized and proprietary color technology.

On June 16, 2004, the Company entered into a contract with eVision  Technologies
Corporation   for  the  development  of  its  color   technology   providing  3D
spectral-based  pattern file creation and  matching.  Color pattern files can be
created  from  any  digital  photograph  or scan,  without  having  to  reprint,
recreate,  recall or modify existing digital source of documents.  Those pattern
files can then be matched  against  existing  databases  to detect and  identify
crime,  forgery,  counterfeiting and other frauds. The Company believes that its
technology has the potential to provide a new,  accurate and fast detection tool
for critical applications such as national security,  forgery/fraud  prevention,
brand  protection,  and product  tampering.  As of the date of this  filing,  no
material progress has been made towards such development.

On  December  16,  2005 the  Company  entered  into a research  and  development
contract  with RatLab LLC, a  privately-owned  research  laboratory  in Seattle,
Washington. The contract calls for monthly payments by the Company to RatLab LLC
for an initial  research Phase 1, expected to last  approximately  three months.
The contract  also includes  provisions  for extending the payments and research
agreement for multiple  phases,  which could extend in excess of one year. Under
the contract,  RatLab will perform research and development  using the Company's
existing  intellectual  property,  as  well  as  newly  developed  research  and
technologies  in order to assist the Company with the  commercialization  of its
core  technologies  in the  areas  of brand  and  forgery  protection,  homeland
security, medical diagnostics, and color-based file creation and matching.

RatLab LLC is a research  laboratory  formed  primarily by Dr.  Thomas  Furness,
founder and former  director of the Human  Interface  Technology Lab (HitLab) at
the University of Washington, and one of the leading researchers in the world in
the area of human interface  technology.  Dr. Furness also is the founder of the
Virtual World Consortium,  an organization of more than fifty leading technology
companies and  enterprises  dedicated to sharing and advancing  research in many
scientific  research  areas  important  to the  Company.  The Company has been a
member of the Virtual World Consortium since July 2005.

                                       14
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS - continued

RatLab LLC also employs other leading scientists and research  associates in the
areas of computer science, imaging technology, and light sensing technology, who
will be part of the team conducting research on behalf of the Company.

The Company intends to position its technology as both a  revolutionary  as well
as a practical  solution  for  security and fraud  prevention  applications  and
markets.  The  Company's  current  focus is to  capitalize  upon  the  potential
business   opportunities   in  the   areas  of   national   security,   document
forgery/fraud, brand protection, label fraud and product tampering.

The  Company  has no revenue  to date from its  operations,  and its  ability to
implement  its plans for the future  will depend on the future  availability  of
financing.  Such financing will be required to enable the Company to develop its
technology  and acquire new  businesses.  The Company  intends to raise  further
funds through private  placements of the Company's  common stock.  The financing
activities  of the  Company  are  current  and  ongoing,  and it will expand and
accelerate  its marketing  program as the timing and amount of financing  allow.
However,  there can be no  assurance  that the  Company  will be  successful  in
obtaining  additional  capital for such technology  development  and/or business
acquisitions  from  the  sale of its  capital  stock,  or in  otherwise  raising
substantial capital.

The  Company's  cost to  continue  operations  as  they  are  now  conducted  is
approximately  $63,000 per month,  and the Company has sufficient funds to cover
existing operations for approximately five (5) months. However, the Company will
need to raise  additional  funds in order to  finance  its plans to  expand  its
operations for the next year. The Company intends to raise the required funds by
obtaining  share  capital  from outside  sources.  During the three months ended
December 31, 2004,  the Company  raised  $212,000 in  additional  share  capital
through the sale of common shares. From January 2005 through September 30, 2005,
an  additional  $1,140,000  was raised  through the sale of common  shares.  The
Company plans to raise a minimum of $500,000 and a maximum of $1,300,000 through
the sale of common  shares in 2006.  If the  Company  is  successful  in raising
additional  funds,  the  Company's  research  and  development  efforts  will be
increased.

The Company plans to purchase up to approximately $20,000 in new equipment to be
used  primarily as part of its research and  development  agreement  with RatLab
LLC.

If the Company is successful in raising additional funds, it intends to hire two
to three  programmers  and/or software  engineers to accelerate its research and
development  program and complete the development of its technology,  as well as
file  patents  and  initiate  marketing  of the  technology.  With the hiring of
additional  personnel,  the  Company  expects  to have a product  available  for
demonstration within the next six months. The Company's software currently is in
modular form, and eventually  will be developed into software  development  kits
specific to  market/application  needs. In lieu of such hirings, the Company may
contract with certain research  organizations to perform development  activities
on behalf of the Company.

In addition to securing the necessary funds,  commercialization of the Company's
technology  and the  availability  of a marketable  product are dependent upon a
number of factors including:





                                       15
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS - continued

     (i) Securing patent protection for the Company's intellectual property. The
Company has filed a patent  application on its core  technology,  and expects to
receive notification from the U.S. Patent and Trademark Office before the end of
2006 as to whether a patent will be granted.

     (ii)  Development  of new  applications  for the Company's  technology  and
pursuit of new markets and market segments that will utilize the technology.

     (iii) Ongoing patent research and writing  relating to the evolution of the
Company's technology and its product  application(s) as the Company's technology
is tested and refined.

In July 2005 the Company became a member of the University of Washington HIT Lab
Consortium.  The Lab is supported in part by the Virtual  Worlds  Consortium,  a
group of over 45 companies or  organizations  that provide funding and direction
to the Lab. These companies include: Advanced Telecommunications Research (ATR),
Alias/Wavefront,   American  Express  Company,  Armstrong  Aeromedical  Research
Laboratory (AAMRL), Battelle, The Broken Hill Proprietary Company (BHP), Boeing,
Chevron  Petroleum  Technology  Company,  Change Tools,  Eastman Kodak  Company,
Fluke, Ford Motor Company, Franz, Fujitsu, Hewlett Packard,  Hughes,  Industrial
Technology  Research  Institute,  Intel  Corporation,  Institute for Information
Industry,  Kopin Corporation,  Lockheed-Martin,  Marconi Aerospace Systems Inc.,
Microsoft,  Microvision  Inc.,  Museum of Flight,  NBBJ, NEC Corporation,  Nike,
Omron Corporation, Pentax Corporation,  Philips, Reachin Technologies,  Rockwell
Science  Center  Inc.,  Samsung,   SensAble  Technologies,   Sense8/EAI,   Sharp
Corporation,  Stratos,  Sun  Microsystems,   Tektronix,  Telecom  Italia,  Texas
Instruments,  U.S.  Navy,  U.S.  West  Communications,  VisionGate,  and Virtual
Vision.

Membership  in the HIT Lab  Consortium  enables the Company to conduct  specific
testing and  research  projects  at the HIT Lab  involving  its color  screening
technology.  Other  potential  benefits of membership in the Consortium  include
academic  testing,  validation and  certification  of the Company's  technology,
recommendations for technology  investments and additional  applications for the
Company's  technology,  and introductions to strategic  partners and prospective
customers in the industry.

When  used in this discussion, the words "believe", "anticipates", "expects" and
similar  expressions  are intended to identify forward-looking statements.  Such
statements  are  subject  to  certain risks and uncertainties, which could cause
actual results to differ materially from those projected.  Readers are cautioned
not  to  place  undue  reliance on these forward-looking statements, which speak
only  as  of the date hereof.  The Company undertakes no obligation to republish
revised  forward-looking statements to reflect events or circumstances after the
date  hereof  or to reflect the occurrence of unanticipated events.  Readers are
also  urged to carefully review and consider the various disclosures made by the
Company  that  attempt  to advise interested parties of factors which affect the
Company's business, in this report, as well as the Company's periodic reports on
Forms  10-KSB,  10-QSB and 8-K filed with the Securities and Exchange Commission
(the  "SEC").


                                       16
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS - continued

The  Company's  financial statements are stated in United States Dollars and are
prepared  in  accordance  with  United  States  Generally  Accepted  Accounting
Principles.

RISK  FACTORS

There are  certain  inherent  risks  which will have an effect on the  Company's
development in the future and some of these risk factors are noted below but are
not all  encompassing  since there may be others  unknown to  management  at the
present time which might have an impact on the future on the  development of the
Company.

1.   The Company is  uncertain if it will be able to obtain  additional  capital
     necessary for its development.

     The Company has incurred a cumulative  net loss for the period from October
8, 1998 (date of inception) to September 30, 2005 of $3,062,653.  As a result of
these losses and negative cash flows from operations,  the Company's  ability to
continue  operations  will be dependent  upon the  availability  of capital from
outside sources unless and until it achieves profitability.

2.   Whether the Company will continue to be a going concern

     The  Company's  auditors'  concern in the audit  opinion with regard to the
Company's  financial  statements  as at September  30,  2005,  as to whether the
Company  will be able to raise  sufficient  funds  to  complete  its  objectives
indicates  that the Company  might not be able to  continue as a going  concern.
Without  adequate future  financing,  the Company might cease to operate and the
existing  shareholders  and any  future  shareholders  will  lose  their  entire
investment.

3.   Some of the present  shareholders  have  acquired  shares at extremely  low
     prices

     Some of the present  shareholders  have acquired  shares at prices  ranging
from $0.001 to $0.25 per share whereas other  shareholders  have purchased their
shares at $0.50 and $0.75 per share. In addition, the Company has issued 300,000
incentive  stock  options to a related party at $0.10 per share  exercisable  in
whole or in part on or before August 15, 2009.

4.   Future  issuance  of stock  options,  warrants  and/or  rights  will have a
     diluting factor on existing and future shareholders

     The grant and exercise of stock options, warrants or rights to be issued in
the  future  would  likely  result in a dilution  of the value of the  Company's
common shares for all  shareholders.  At present,  the Company has established a
Non-Qualified  Stock  Option  Plan as noted on page 37 of this report and may in
the future issue further stock  options to officers,  directors and  consultants
which  will  dilute  the  interest  of the  existing  and  future  shareholders.
Moreover,  the Company  may seek  authorization  to  increase  the number of its
authorized  shares and to sell additional  securities  and/or rights to purchase
such  securities at any time in the future.  Dilution of the value of the common
shares would likely result from such sales.



                                       17
<PAGE>

RISK  FACTORS - continued

5.   The Company does not expect to declare or pay any dividends

     The Company  has not  declared or paid any  dividends  on its common  stock
since its inception,  and it does not  anticipate  paying any such dividends for
the foreseeable future.

6.   Conflict of interest

     Some of the  Directors  of the Company are also  directors  and officers of
other  companies  and  conflicts of interest may arise  between  their duties as
directors of the Company and as directors and officers of other companies.

7.   Concentration of ownership by management.

     The  management  of  the  Company,  either  directly  or  indirectly,  owns
1,472,500  shares.  Even  though this  represents  only 9.02 % of the issued and
outstanding  shares,  it might be difficult for any one  shareholder  to solicit
sufficient  votes to  replace  the  existing  management.  Therefore,  any given
shareholder  may never have a voice in the direction of the Company.  8. Key-man
insurance The Company carries no key-man insurance. In the event that either Mr.
Erickson,  Mr. Brier, or Mr.  Goldberg  departed the Company or passed away, the
Company would not have the  available  funds to attract an individual of similar
experience.  Management is considering  obtaining  key-man insurance once it has
sufficient  funds to do so. 9. Limited full time employees The only director who
works  full  time for the  Company  is its  President,  Ralph  Brier.  The other
directors  will devote time to the  activities  of the Company as required  from
time to time. At the present time, the Company has no other full-time  employees
other  than Ralph  Brier.  10.  Future  trading  in the  Company's  stock may be
restricted by the SEC's Penny Stock  Regulations which may limit a stockholder's
ability  to buy and sell the  Company's  shares  when,  and if,  the  shares are
eventually quoted.

     The SEC has adopted  regulations which generally define "penny stock" to be
any equity  security  that has a market price (as  defined)  less than $5.00 per
share or an  exercise  price of less than  $5.00 per  share,  subject to certain
exceptions.  The Company's shares most likely will be covered by the penny stock
rules, which impose additional sales practice requirements on broker-dealers who
sell to persons other than established customers and "accredited investors." The
term  "accredited  investor"  refers  generally to  institutions  with assets in
excess of $5,000,000 or individuals  with a net worth in excess of $1,000,000 or
annual income  exceeding  $200,000 or $300,000  jointly with their  spouse.  The
penny stock rules require a  broker-dealer,  prior to a  transaction  in a penny
stock not  otherwise  exempt  from the  rules,  to deliver a  standardized  risk
disclosure  document in a form  prepared by the SEC which  provides  information
about penny stocks and the nature and level of risks in the penny stock market.

                                       18
<PAGE>

RISK  FACTORS - continued

     The broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock,  the compensation of the  broker-dealer  and its
salesperson in the transaction and monthly account statements showing the market
value of each penny  stock  held in the  customer's  account.  The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the  customer  in  writing  before  or with the  customer's
confirmation.  In  addition,  the penny  stock  rules  require  that  prior to a
transaction  in a penny  stock  not  otherwise  exempt  from  these  rules,  the
broker-dealer must make a special written  determination that the penny stock is
a suitable  investment  for the  purchaser and receive the  purchaser's  written
agreement to the transaction.  These disclosure requirements may have the effect
of reducing the level of trading  activity in the secondary market for the stock
that is subject to  broker-dealers  to trade in the  Company's  securities.  The
Company believes that the penny stock rules discourage  investor interest in and
limit the  marketability  of, its common  stock  when,  and if, it is called for
trading.  The Company feels that its shares will be considered to be penny stock
when the shares are finally quoted.

11.  Recently Enacted and Proposed Regulatory Changes

     Recently enacted and proposed changes in the laws and regulations affecting
public companies, including the provisions of the Sarbanes-Oxley Act of 2002 and
rules proposed by the SEC and NASDAQ could cause the Company to incur  increased
costs  as it  evaluates  the  implications  of new  rules  and  responds  to new
requirements.  The new rules  will make it more  difficult  for the  Company  to
obtain certain types of insurance,  including  directors and officers  liability
insurance,  and the Company may be forced to accept  reduced  policy  limits and
coverage  or incur  substantially  higher  costs to obtain  the same or  similar
coverage.  The impact of these events could also make it more  difficult for the
Company to attract and retain qualified  persons to serve on the Company's board
of directors,  or as executive officers. The Company is presently evaluating and
monitoring  developments  with respect to these new and proposed  rules,  and it
cannot  predict or estimate the amount of the  additional  costs it may incur or
the timing of such costs.


LIQUIDITY AND CAPITAL RESOURCES

Liquidity and Capital Resources

     As of December 31, 2005, the Company had assets of $359,858, and $35,641 in
liabilities.



                                       19
<PAGE>

RISK  FACTORS - continued

During the quarter, the Company has incurred the following expenses:

     Expenditure                                 Amount
     --------------------------------------------------
     Administrative expenses
     -----------------------
     Bank charges                                   346
     Consulting fees                 i          159,005
     Legal fees                      ii          11,974
     Office                          iii          5,313
     Other administrative expenses               14,107
     Research and development        iv          37,200
     Interest expense                               (19)
                                              ---------
     Total expenses                           $ 227,926
                                              =========



i.   The Company paid  consulting  fees to its Chief  Executive  Officer,  Chief
     Financial  Officer, a Director,  and several other independent  contractors
     during the quarter.
ii.  Legal fees of $11,974 were  incurred  during the year.  These fees included
     activities related to its, legal and other filings, and other general legal
     advisory services.
iii. Office expenses  consist of rent,  photocopy,  fax and courier expenses and
     other miscellaneous expenses incurred by the officers of the Company.
iv.  Research and  development  fees of $37,200 were paid according to the terms
     of an independent contractor agreement.


ITEM 3. CONTROLS AND PROCEDURES

(a)      Evaluation of Disclosure Controls and Procedures

The  Company's  Chief  Executive  Officer  and Chief  Financial  Officer,  after
evaluating  the  effectiveness  of the  Company's  controls and  procedures  (as
defined in the Securities  Act of 1934 Rule  13a-15(e) or Rule  15d-15(e)) as of
the end of the  Company's  quarter  ending  December  31, 2005 (the  "Evaluation
Date"), have concluded that as of the Evaluation Date, the Company's  disclosure
controls and  procedures  were  adequate and  effective to ensure that  material
information  relating  to it would be made known to it by  others,  particularly
during the period in which this quarterly report on Form 10-QSB was being made.

(b)      Changes in Internal Control Over Financial Reporting

There  were no  significant  changes  in the  Company's  internal  control  over
financial  reporting that occurred during the Company's last fiscal quarter that
could  materially  affect,  or is reasonably  likely to materially  affect,  the
Company's disclosure controls and procedures  subsequent to the Evaluation Date,
nor any  significant  deficiencies  or material  weaknesses  in such  disclosure
controls and procedures requiring corrective actions.

ITEM 8B. OTHER INFORMATION

There is no additional information that was not disclosed by the Company through
8K filings throughout the fiscal year.

                                       20
<PAGE>

                           PART 11. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

There are no legal  proceedings  to which the Company is a party or to which its
property is subject, nor to the best of management's  knowledge are any material
legal proceedings contemplated.

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

The Company sold 80,000 shares of common stock in November  2005, for $60,000 in
cash. Proceeds will be used for general corporate purposes.

ITEM 3. DEFAULTS IN SENIOR SECURITIES

None

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

Not  Applicable

ITEM 5. OTHER INFORMATION

None.

ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

The exhibits  filed  herewith as required by Item 601 of Regulation  S-B, are as
follows:

     (a)  Exhibits

31.1 Certification of the Chief Executive Officer Pursuant to Section 906 of the
     Sarbanes-Oxley Act of 2002

31.2 Certification of the Chief Financial Officer Pursuant to Section 906 of the
     Sarbanes-Oxley Act of 2002

32.1 Certificate Pursuant to 18 U.S.C Section 1350 signed by the Chief Executive
     Officer

32.2 Certificate  Pursuant  to 18  U.S.C.  Section  1350  signed  by  the  Chief
     Financial Officer































                                       21
<PAGE>

                                   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.



                             VISUALANT, INCORPORATED
                        (FORMERLY STARBERRYS CORPORATION)
                                  (Registrant)


                        By: /s/  Ralph Brier
                        -----------------------------------------
                        Ralph Brier
                        Chief Executive Officer, President,
                        and Director

Date:   February 20,  2006





                       By: /s/ Jerry D. Goldberg
                       -------------------------------------------
                       Jerry D. Goldberg
                       Chief Financial Officer, and Secretary Treasurer

Date:   February  20,  2006












                                       22
<PAGE>


Exhibit  31.1

                            CERTIFICATION PURSUANT TO
                SECTION 302 (A) OF THE SARBANES-OXLEY ACT OF 2002

I,  Ralph  Brier,  certify  that:

1.   I have  reviewed  this  quarterly  report  on  form  10-QSB  of  Visualant,
     Incorporated.

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report.

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report.

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     A)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material information relating to the registrant is made known to us by
          others,  particularly during the period in which this quarterly report
          is being prepared;

     B)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to 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;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     A)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     B)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls.

6.   The  registrant's  other  certifying  officer  and I have indicated in this
     quarterly  report whether or not there were significant changes in internal
     controls  or  in  other  factors  that  could significantly affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: February 20, 2006

                      /s/ Ralph  Brier
                      -------------------------------------------
                      Ralph  Brier
                      Chief  Executive Officer, President and Director

                                       23
<PAGE>

Exhibit  31.2

                            CERTIFICATION PURSUANT TO
                SECTION 302 (A) OF THE SARBANES-OXLEY ACT OF 2002

I,  Jerry D. Goldberg,  certify  that:

1.   I have  reviewed  this  quarterly  report  on  form  10-QSB  of  Visualant,
     Incorporated.

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report.

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report.

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material information relating to the registrant is made known to us by
          others,  particularly during the period in which this quarterly report
          is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to 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;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls.

6.   The  registrant's  other  certifying  officer  and I have indicated in this
     quarterly  report whether or not there were significant changes in internal
     controls  or  in  other  factors  that  could significantly affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: February 20 , 2006


                       /s/ Jerry D. Goldberg
                       -------------------------------------------------
                       Jerry D. Goldberg
                       Chief  Financial  Officer
                       and  Secretary  Treasurer

                                       24
<PAGE>


Exhibit 32.1
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection  with the  Quarterly  Report of  Visualant,  Incorporated  on Form
10-QSB for the period ending December 31, 2005, as filed with the Securities and
Exchange  Commission on the date hereof (the  "Report"),  I, Ralph Brier,  Chief
Executive Officer,  President and Director of the Company,  certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to the best of my knowledge and belief:

     (1)  the Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  the  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.


                       /s/  Ralph Brier
                       -------------------------------------------------
                       Ralph Brier
                       Chief  Executive  Officer,  President  and  Director

Date:  February 20,  2006




Exhibit  32.2


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection  with the  Quarterly  Report of  Visualant,  Incorporated  on Form
10-QSB for the period ending December 31, 2005, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Jerry Goldberg,  Chief
Financial Officer and Secretary Treasurer of the Company,  certify,  pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to the best of my knowledge and belief:

     (1)  the Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  the  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.


                       /s/ Jerry D. Goldberg
                       ---------------------------------------------
                       Jerry D. Goldberg
                       Chief Financial Officer and Secretary-Treasurer

Date:  February 20,  2006

                                       25
<PAGE>