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     June  30,  2004
                                                                ---------------

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

                         For  the  transition  period  from           to

            Commission  File  number               0-25541
                                                   -------


                         STARBERRYS  CORPORATION
                         -----------------------
      (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  420,  500  Union  Street
Seattle,  Washington  USA                                        98101
-------------------------                                -------------
(Address  of principal executive offices)                    (Zip Code)

                              604-688-3931,  Ext.  1
                         ---------------------------
              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  June  30,  2004
            ----------                     ------------------------------------

   Common  Stock,  $0.001 per share                      11,489,848
                                                         ==========


                                      -1-
<PAGE>





                                      INDEX


<TABLE>
<CAPTION>




                                                                               Page
                                                                              Number
                                                                             ---------
<S>            <C>                                                   <C>   <C>

PART 1.. . .    .FINANCIAL INFORMATION

      ITEM 1.. . Financial Statements (unaudited)                                   3

                 Balance Sheet as at June 30, 2004 and September 30,
                     2003                                                           4

                 Statement of Operations
                     For the three  and nine months ended June 30, 2004 and
                     2003, and for the period from October 8,
                     1998 (Date of Inception) to June 30, 2004. . . . . .           5

                 Statement of Cash Flows
                     For the nine months ended June 30, 2004 and
                     2003 and for the period from October 8, 1998
                     (Date of Inception) to June 30, 2004 . . . . . . . .           6

                 Notes to the Financial Statements. .                               7

      ITEM 2     Management's Discussion and Analysis or Plan
            .. . . . .of Operation                                                  12

      ITEM 3.. . Controls and Procedures                                            17

PART 11. . . ..  OTHER INFORMATION                                                  17

      ITEM 1.. . Legal Proceedings                                                  17

      ITEM 2.. . Changes in Securities                                              17

      ITEM 3.. . Default Upon Senior Securities                                     18

      ITEM 4..   Submission of Matters to a Vote of Security Holders                18

      ITEM 5.. . Other Information                                                  18

      ITEM 6.. . Exhibits and Reports on Form 8-K                                   18

                 SIGNATURES . . . . .                                               21
</TABLE>


                                      -2-
<PAGE>





                         PART 1 - FINANCIAL INFORMATION


                         ITEM 1.   FINANCIAL STATEMENTS



The  accompanying  balance  sheet  of  Starberrys Corporation (development stage
company) at June 30, 2004 and September 30, 2003 and the statement of operations
and  statement of cash flow for the nine months ended June 30, 2004 and 2003 and
for  the  period  from October 8, 1998 (date of incorporation) to June 30, 2004,
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  June  30, 2004 are not necessarily
indicative of the results that can be expected for the year ending September 30,
2004.



                                      -3-
<PAGE>

















                             STARBERRYS CORPORATION
                           (Development Stage Company)
                                  BALANCE SHEET
                                  June 30, 2004

<TABLE>
<CAPTION>




                                                                  JUNE 30,       SEPTEMBER 30,
                                                                    2004              2003
                                                               --------------    -------------
<S>                                                            <C>             <C>
ASSETS

CURRENT ASSETS

    Cash. . . . . . . . . . . . . . . . . . . . . . . . . . .  $          39     $        380
                                                               --------------           ------

TOTAL CURRENT ASSETS. . . . . . . . . . . . . . . . . . . . .  $          39     $        380
                                                               ==============          =======

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

    Note payable  - related party . . . . .                    $     500,000      $   500,000
    Accrued interest 0n note payable - related party                  75,000           18,750
    Accounts payable - related parties. . . . . . . . . . . .        650,458          645,652
    Accounts payable. . . . . . . . . . . . . . . . . . . . .        291,775          247,405
                                                               --------------     ------------

TOTAL CURRENT LIABILITIES . . . . . . . . . . . . . . . . . .      1,517,233        1,411,807
                                                               --------------    -------------

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;
        11,489,848 shares issued and outstanding. . . . . . .         11,490           11,490
    Capital in excess of par value. . . . . . . . . . . . . .        609,826          609,826
    Deficit accumulated during the development stage. . . . .     (2,138,510)      (2,032,743)
                                                               --------------   --------------

TOTAL STOCKHOLDERS' DEFICIENCY. . . . . . . . . . . . . . . .     (1,517,194)      (1,411,427)
                                                               --------------   --------------

                                                               $          39      $       380
                                                                  ==========        =========
</TABLE>










    The accompanying notes are an integral part of these financial statements


                                      -4-
<PAGE>



                             STARBERRYS CORPORATION
                           (Development Stage Company)

                             STATEMENT OF OPERATIONS

      For the Three and Nine Months Ended June 30, 2004 and 2003 and Period
               October 8,1998 (Date of Inception) to June 30, 2004


<TABLE>
<CAPTION>




                                     Three          Three          Nine        Nine        October 8,
                                    Months          Months        Months      Months          1998
                                     Ended          Ended         Ended       Ended            to
                                   June 30,        June 30,      June 30,    June 30,       June 30,
                                     2004            2003          2004        2003           2004
                                 -------------  --------------  ----------  ----------  -------------
<S>                              <C>            <C>             <C>         <C>         <C>
REVENUES. . . . . . . . . . . .  $          -   $           -   $       -   $       -    $         -
                                 -------------  --------------  ----------  ----------     ----------

EXPENSES
    Administrative. . . . . . .         8,778         251,706      49,517     407,405         909,183
                                 -------------  --------------  ----------  ----------    ------------


NET LOSS - before other losses.        (8,778)       (251,706)    (49,517)   (407,405)       (909,183)

OTHER EXPENSES AND LOSSES

    Interest. . . . . . . . . .       (18,750)              -     (56,250)          -         (75,000)
    Loss of deposit - note 7. .             -               -           -           -      (1,154,327)
                                 -------------  --------------  ----------  ----------   -------------

NET LOSS. . . . . . . . . . . .  $    (27,528)  $    (251,706)  $(105,767)  $(407,405)   $ (2,138,510)
                                 =============  ==============  ==========  ==========     ===========


NET LOSS PER COMMON SHARE

    Basic and diluted . . . . .  $      (0.00)  $       (0.02)  $   (0.01)  $   (0.04)
                                 =============  ==============  ==========  ==========

AVERAGE OUTSTANDING SHARES
    (stated in 1000,s)

    Basic . . . . . . . . . . .        11,490          10,561       11,490      10,561
                                 =============    ===========     ========     ==========
</TABLE>












    The accompanying notes are an integral part of these financial statements


                                      -5-
<PAGE>



                             STARBERRYS CORPORATION
                           (Development Stage Company)
                             STATEMENT OF CASH FLOWS
         For the nine months ended June 30, 2004 and 2003 and the Period
              October 8, 1998 (Date of Inception) to June 30, 2004

<TABLE>
<CAPTION>





                                            June 30        June 30            Oct 8, 1998 to
                                              2004          2003              June 30, 2004
                                           ----------  ---------------      -----------------
<S>                                        <C>         <C>              <C>
CASH FLOWS FROM
 OPERATING  ACTIVITIES

Net loss. . . . . . . . . . . . . . . . .  $(105,767)  $     (407,405)      $     (2,138,510)

Adjustments to reconcile net loss
   to net cash provided by operating
   activities

    Issuance of common stock for
       expenses . . . . . . . . . . . . .          -                -                    150
    Changes in prepaid expenses . . . . .          -          (10,000)                     -
    Changes in accounts and notes payable     105,426        1,220,344             1,517,233
    Capital contributions - expenses. . .          -                -                 10,950
    Loss of deposit . . . . . . . . . . .          -                -              1,154,327
                                           ----------  ---------------          -------------

        Net Cash Used in Operations . . .       (341)         802,939                544,150
                                           ----------  ---------------          -------------

CASH FLOWS FROM INVESTING ACTIVITIES

    Purchase of investment - deposit. . .          -         (897,777)            (1,154,327)
                                           ----------  ---------------          -------------

CASH FLOWS FROM
    FINANCING ACTIVITIES

    Net proceeds from issuance of
        common stock. . . . . . . . . . .          -                -                610,216
                                           ----------  ---------------         --------------

Net Increase (Decrease) in Cash . . . . .       (341)         (94,838)                    39

Cash at Beginning of Period . . . . . . .        380              553                      -
                                           ----------  ---------------       ----------------

Cash at End of Period . . . . . . . . . .  $      39   $      (94,285)       $            39
                                           ==========  ===============          =============

SCHEDULE OF NONCASH
FLOWS FROM OPERATING ACTIVITIES

    Capital contributions - expenses. . .  $       -   $            -        $        10,950
                                           ==========  ===============          =============
</TABLE>







    The accompanying notes are an integral part of these financial statements


                                      -6-
<PAGE>



                             STARBERRYS CORPORATION
                           (Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 2004


1.     ORGANIZATION

The Company was incorporated under the laws of the State of Nevada on October 8,
1998  under the name of "Cigar King Corporation" with authorized common stock of
200,000,000  shares  at  $0.001  par  value.  On September 13, 2002 the name was
changed to "Starberrys Corporation" and the authorized capital stock was changed
by  the  addition  of  50,000,000  shares of preferred stock with a par value of
$0.001.  There  are  no  preferred  shares  issued  and  the terms have not been
determined.

The  Company  was  originally  organized  for the purpose of engaging in quality
cigar sales.  During 1998 the Company purchased the right to use the name "Cigar
King"  to market high quality cigars and during 2000 the activity was abandoned.

During  2002,  the Company entered into a contract of purchase of all the assets
and  intellectual property related to the "Color by Numbers" business and system
and  on  April  9,  2003,  the  Company  signed  a  Purchase  Agreement  for the
acquisition  of  all  the  shares  of  the  company which owns design, paint and
building  products.   The  contract  was subsequently rescinded.

On  June  16,  2004,  the Company executed an agreement securing rights to color
technology  outside  the  visible  spectrum.  (see  Note  7).

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  yet  adopted  a  policy  regarding payment of dividends.

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  difference  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 recorded, when it is more likely than not, that such tax
benefits  will  not  be  realized.


                                      -7-
<PAGE>



                             STARBERRYS CORPORATION
                           (Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 2004

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  CONTINUED

Income  Taxes  -  continued
---------------------------

On  June  30,  2004  the  Company  had  a  net operating loss carry forward of $
2,138,510.   The  tax  benefit  of  approximately  $ 641,500 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 net
operating  loss  will  expire  in  2024.

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 the common share rights unless the exercise becomes antidilutive and
then  only  if  the  basic  per  share  amounts  are  shown  in  the  report.

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.

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  financial  credit  risk.

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.


                                      -8-
<PAGE>





                             STARBERRYS CORPORATION
                           (Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 2004

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  CONTINUED

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

Management  uses  estimates and assumptions in preparing financial statements in
accordance  with  generally accepted accounting principles.  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.     NOTE  PAYABLE  -  RELATED  PARTY

The Company has a note payable of $500,000 due July 31, 2003, including interest
of  15%.  The  note  is  secured  by  common  shares  of  the  Company  owned by
officers-directors.  The  note  payable  is  presently  in  default. The accrued
interest  at  June  30,  2004  is  $75,000.

4.     COMMON  CAPITAL  STOCK

Since  its inception, the Company has completed private placements of 11,155,000
shares  of  its common capital stock for $ 517,792 and has issued 150,000 shares
for  services  and  184,848  shares  for  payment  of  debt.

5.     COMMON  CAPITAL  STOCK  OPTIONS

During  the  year  ended September 30, 2003 the Company granted stock options to
related  parties  of  25,000  shares  of common stock at $1.00 per share (net of
subsequent  cancellations),  which  will  expire  on  December  31,  2006.

On the date of the grant the fair value of outstanding shares of the Company was
less  than  $1.00  and  therefore  no  value  was  recorded.


                                      -9-
<PAGE>



                             STARBERRYS CORPORATION
                           (Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 2004

6.     SIGNIFICANT  TRANSACTIONS  WITH  RELATED  PARTIES

Officer-directors and key consultants have acquired 56% of the outstanding stock
and  have  received  the  stock  options  outlined  in  Note  5.

7.     CONTRACTUAL  AGREEMENTS

On  June 16, 2004, the Company executed an Intellectual Property Agreement with
Ken  Turpin  to  confirm the Company's ownership of the business of researching,
developing, acquiring and commercializing products and services related to color
technology  outside the visible spectrum, using specialized narrow band N-IR and
N-UV  sensors and special analysis software modeling.  In this Agreement, Turpin
acknowledges  and agrees that all work product has been made for the Company and
that  the Company is the exclusive owner of all right, title and interest in and
to  the  work  product  and  all  intellectual  property  rights  therein.
Also  on June 16, 2004, the Company executed an Independent Contractor Agreement
with E-Vision Technologies Inc., by which the Company hired E-Vision to research
and develop the Company's color technology outside the visible spectrum on a fee
for  service  basis.


8.     GOING  CONCERN

The  Company does not have the working capital necessary to service its debt and
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 dependent 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, long term debt, and contributions to capital by officers, which
will  enable  the  Company  to  conduct  operations  for  the  coming  year.


9.     SUBSEQUENT  EVENTS

On  August 18, 2004, the Company changed its name to "Visulant, Incorporated" to
reflect  its new business pursuits.  On August 31, 2004, the Company concluded a
US  $100,000  private  placement  of  its  common  stock  at  $0.50  per  share.


                                      -10-
<PAGE>




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


Starberry's  Corporation, a Nevada corporation (the "Company"), was incorporated
on  October  8,  1998.  The  Company's executive offices are located in Seattle,
Washington.

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  Preferred  Shares.  As  at  June  30,  2004  there were
11,489,848  Common  Shares  and  no  Preferred  Shares  outstanding.

 On  June 16, 2004, the Company executed an Intellectual Property Agreement with
Ken  Turpin  to  confirm the Company's ownership of the business of researching,
developing, acquiring and commercializing products and services related to color
technology  outside the visible spectrum, using specialized narrow band N-IR and
N-UV  sensors and special analysis software modeling.  In this Agreement, Turpin
acknowledges  and agrees that all work product has been made for the Company and
that  the Company is the exclusive owner of all right, title and interest in and
to  the  work  product  and  all  intellectual  property  rights  therein.

Also  on June 16, 2004, the Company executed an Independent Contractor Agreement
with E-Vision Technologies Inc., by which the Company hired E-Vision to research
and develop the Company's color technology outside the visible spectrum on a fee
for  service  basis.

On  August  18,  2004, the Company changed its name to Visulant, Incorporated to
reflect  its  new business pursuits.  Hans Nasholm resigned as a director of the
Company  on this date, and the Company concluded a US $100,000 private placement
of  its  common  stock  at  $0.50  per  share.

On  August  31,  2004,  the  resignation  of  Ronald Erickson as Chief Executive
Officer  and  President  was  accepted  and  Ralph  Brier was appointed as Chief
Executive  Officer,  President  and  a  director  of  the  Company.

The  Company  has  no  revenue  to  date from its operations, and its ability to
affect  its  plans  for the future will depend on the availability of financing.
Such financing will be required to enable the Company to acquire new businesses.
The  Company  anticipates  obtaining such funds from its officers and directors,
financial institutions or by way of the sale of its capital stock under an SB-2.
However,  there  can  be  no  assurance  that  the Company will be successful in
obtaining additional capital for such business acquisitions from the sale of its
capital  stock,  or  in  otherwise  raising  substantial  capital.

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").


                                      -11-
<PAGE>



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 in the future on the development of the
Company.

1.   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.
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.

2.   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 June 30, 2004 of $2,138,510.  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.  It can only achieve
profitability  if  an  ore  body  is  found  on  the  Bridge  claim.

3.   WHETHER  THE  COMPANY  WILL  CONTINUE  TO  BE  A  GOING  CONCERN


                                      -12-
<PAGE>



The  Company's  auditors, in the audited financial statements as at September 30
2003,  have indicated a concern in their audit opinion as to whether the Company
will  be  able to raise sufficient funds to complete its objectives and, if not,
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.

4.   THE  PRESENT  SHAREHOLDERS  HAVE  ACQUIRED  SHARES  AT EXTREMELY LOW PRICES

     All  present  shareholders  have  acquired shares at $0.001 per share.  The
Company  does  not  intend to issue further shares at this price; hence, any new
investors  would  pay  a  higher  price and immediately suffer a dilution in the
value  of  their  shares.

5.   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 granted stock
options  to  related parties of 25,000 shares of common stock at $1.00 per share
as  noted on page 9 of this report and may in future issue further stock options
to  officer,  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.

6.   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.


7.   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.

8.   CONCENTRATION  OF  OWNERSHIP  BY  MANAGEMENT.

     The  management of the Company, either directly or indirectly, owns 735,000
shares.  Even  though  this only represents 6.38 % 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.

9.   KEY-MAN  INSURANCE

     The  Company  carries no key-man insurance.  In the event that Mr. Erickson
either  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.

10.  NUMBER  OF  EMPLOYEES  AND  NUMBER  OF  FULL-TIME  EMPLOYEES


                                      -13-
<PAGE>



     All the directors devote some time to the Company but none of them are full
time  since  they  have  other occupations, which requires the majority of their
time.  As  a  group,  the directors and officers devote approximately 10 hours a
month  to  the affairs of the Company.  There are no employees in the Company at
the  present  time  and  therefore  no  full  time  employees.

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

     As  at  June  30,  2004,  the Company had assets of $39, and liabilities of
$1,517,233.  The  liabilities  include  accounts  payable of $291,775,  accounts
payable  to  related  parties  of  $650,458  and  a  note  payable, with accrued
interest,  which  is  payable  to  a  related  party  in the amount of $575,000.

There  has  been  no  change  in the Company's financial position since its last
fiscal  year.

The Company has incurred certain expenses during the three months ended June 30,
2004  as  follows:

<TABLE>
<CAPTION>




                    EXPENDITURE                              AMOUNT
<S>                                     <C>       <C>
        Accounting and audit . . . . . i                 $     985
        Bank Charges . . . . . . . . . . . . .                  31
        Edgar filing fees. . .  . . .  ii                      150
        Foreign exchange (gain). . .  iii                   (5,277)
        Legal fees . . . . . .  . . .  iv                    5,826
        Research and development . . .  v                    6,938
        Transfer agent's fees. .. . .  vi                      125
                                                          --------
        Total expenses before other
          losses.                                            8,778
        Interest expense. . . . . . .  vii                  18,750
                                                          --------
        Net loss for the period . . .              . . .  $ 27,528
                                                           =======
</TABLE>



i.   The  Company  accrued  $485  in fees to its auditors for the review of this
     Form  10-QSB  and  $500  in  fees  to  its  Chief Financial Officer for the
     preparation  of  the  financial  statements  and  10-QSB.

ii.  The  Company  has  incurred  certain  expenses  during the three months for
     filing its various disclosure forms with the SEC, including the Form 10-QSB
     for  June  30,  2004.


                                      -14-
<PAGE>



iii. Gain  on  foreign  exchange  consists  of the difference between the US and
     Canadian  exchange  rate  on  monies  expended  by  the Company in Canadian
     dollars.

iv.  Legal  fees  of  $5,826  were  incurred  during  the  period.

v.   Research  and  development  fees consist of the bi-monthly charge of $9,300
     Canadian  for  software development related to color technology outside the
     visible  spectrum.

vi.  Transfer  agent  fees  of  $149  consist of interest charges on the balance
     outstanding.

vii. Interest  expense is accrued on the note payable to Glencoe Capital Inc. at
     a  rate  of  15%  per  annum  for  three  months.

Estimated  expenses  over  twelve  months  and  required  funds:

<TABLE>
<CAPTION>




                                                      Requirements
                                                           for
              Expenditures                            twelve months
              -------------                           --------------
<S>                       <C>             <C>
         Accounting and audit . .     1                 $  9,500
         Bank charges . . . . . .                            500
         Filing fees. . . . .         2                    1,060
         Legal fees . .               3                   25,000
         Office . . . . . . .         4                      960
         Research and development     5                  167,400
         Telephone. . . . . . . .     6                    3,600
         Transfer agent's fees. .     7                    2,900
         Travel and promotion . .     8                   20,000
                                                        --------

              Estimated expenses . .                $    230,920
                                                       ==========
</TABLE>





1.   Accounting  and  auditing  expense  has  been  projected  as  follows:


<TABLE>
<CAPTION>




        Filing                        Accountant   Auditors     Total
      --------                       -----------  ---------  ---------
<S>                           <C>          <C>        <C>
   Form 10-KSB - Sept. 30, 2004    $    2,500   $   4,000    $  6,500
   Form 10-QSB - Dec. 31, 2004.           500         500       1,000
   Form 10-QSB - Mar. 31, 2005.           500         500       1,000
   Form 10-QSB - June 30, 2005.           500         500       1,000
                              -----------  ---------  ---------

                                    $   4,000   $   5,500   $   9,500
                                     ========     =======     =======
</TABLE>





2.   The  Company pays approximately $300 for filing of its Form 10-KSB and $150
     for  each  of its Form 10-QSB's on the Edgar system with the Securities and
     Exchange  Commission.  It  is  estimated  that  this  expense  will  be
     approximately  $750 during the next twelve months. In addition, the Company
     will  incur  a cost for filing the Annual List of Directors and Officers to
     the  State  of Nevada to maintain the Company in good standing for the next
     twelve  months.  The  annual  charge  for  filing  this  form  is  $310.


                                      -15-
<PAGE>



3.   Legal fees are estimated based on the previous year's fees. It is estimated
     that the fees in 2004 will be much lower, since in the year ended September
     30,  2003,  there were some unusual start up fees regarding negotiations of
     the  letters  of  intent  and  financing  agreements.

4.   Relates  to  photocopying, faxing and courier, in addition to miscellaneous
     expenses  incurred  by  the  directors.  The  estimate  of these charges is
     approximately  $80  per  month  for  12  months.

5.   Research  and  development  is  paid to Kenneth Turpin at a rate of $18,600
     Canadian  ($13,950  US)  per  month  for  twelve  months.

6.   The  estimate  of  telephone  expenses  to  conduct  Company  business  is
     approximately  $300  per  month  for  12  months.

7.   The Company is charged $1,200 per annum by Nevada Agency and Trust Company.
     Additional  stock transfer and original issue fees of $1,300 are estimated.
     The Company has calculated $400 in late interest charges for the next year.

8.   Travel  and  promotion  expenses  have  been  estimated  at  $20,000. These
     expenses  may be incurred by the directors who may incur travel expenses to
     find  a  new  project  for  the  Company,  and  to  obtain  financing.

As  mentioned  previously, the Company does not have sufficient funds to pay any
of the above noted expenses other than if its directors and officers continue to
contribute  funds  to  the  Company.

At  the  present  time,  the  Company has no contractual obligations for leasing
premises.

At present, the directors devote time to the affairs of the Company as required.
There  are  no  plans  to  hire  any  employees  at this time.  The Company will
continue  to use the services of consultants in the furtherance of the Company's
goals.

                         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 14(c) and 15d 14 (c) of the date
within  45  days  of  the  filing  of  this quarterly report on Form 10-QSB (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  Controls
        -------------------------------

There were no significant changes in the Company's internal controls or in other
factors  that  could  significantly 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.


                                      -16-
<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.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

None

ITEM 3.  DEFAULTS  IN  SENIOR  SECURITIES

None

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

Not  Applicable

ITEM 5.  OTHER  INFORMATION

On  February  5,  2004,  the  Company  dismissed  Sellers & Andersen, LLC as the
independent  accountants.   This  action  was  approved  by the directors of the
Company.  The  Company  appointed  Madsen  &  Associates,  CPA's  Inc.  as  the
independent  accountants.

The  reports  of  Sellers  &  Andersen  LLC  for  the financial statements as at
September  30, 2002 and through the subsequent interim periods ended February 5,
2004,  contained  no  adverse  opinion  or  disclaimers  of opinion and were not
modified  or  qualified  as  to  audit  scope  or accounting principles, but did
contain  modifications  as  to  the  Company's  ability  to  continue as a going
concern.

During  the  fiscal  year  ended  September 30, 2002, and through the subsequent
interim  period  ended February 5, 2004, to the best of the Company's knowledge,
there  have been no disagreements with Sellers & Andersen, LLC on any matters of
accounting  principles  or  practices,  financial statement disclosure, or audit
scope  or  procedures, which disagreement if not resolved to the satisfaction of
Sellers  &  Andersen, LLC would have caused them to make reference in connection
with  its  report  on  the  financial  statements of the Company for such years.

During  the fiscal year ended September 30, 2002, and through subsequent interim
period  ended  February  5,  2004,  Sellers  &  Andersen, LLC did not advise the
Company  on  any  matters set forth in Item 304 (a)(1)(iv)(B) of Regulation S-B.

For  the  financial statements for the fiscal years ended September 30, 2002 and
2001,  the  Company  has  not  consulted  with  Madsen  &  Associates CPA's Inc.
regarding  (i)  the  application  of  accounting  principles  to  a  specific
transaction,  either  completed  or  proposed, or the type of audit opinion that
might  be  rendered on the Company's financial statements, and no written report
or  oral advice was provided to the Company by concluding there was an important
factor  to  be  considered  by  the  Company  in  reaching  a  decision as to an
accounting,  auditing  or financial reporting issue; or (ii) any matter that was
either  the  subject  of  a  disagreement,  as  that term is defined in Item 304
(a)(1)(iv)(A) of Regulation S-B or an event, as that term is defined in Item 304
(a)(1)(iv)(B)  of  Regulation  S-B.


                                      -17-
<PAGE>



ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

The  exhibits  required  to  be filed herewith by Item 601 of Regulation S-B, as
described  in  the  following  index  of  exhibits,  are  incorporated herein by
reference,  as  follows:

(a)  Exhibits

(1)  Certificate  of  Incorporation  incorporated  herein  by  reference  to the
     Company's  Registration  Statement  on  Form  10-SB filed on March 9, 1999;

(2)  Articles of Incorporation incorporated herein by reference to the Company's
     Registration  Statement  on  Form  10-SB  filed  on  March  9,  1999;  and

(3)  By  laws  incorporated  herein  by  reference to the Company's Registration
     Statement  on  Form  10-SB  filed  on  March  9,  1999.

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

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

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

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

(b)  Reports  on  Form  8-K

(i)  Forms  8-K  incorporated  herein  by  reference  to the Company's filing on
     January  7,  2003  announcing  that  the  change  of auditors from Andersen
     Andersen  & Strong to PriceWaterhouse Coopers as described on Form 8-K July
     12,  2002  was  not  implemented.

(ii) Form  8-K  incorporated  herein by reference to the Company's filing on May
     28,  2003  announcing  the  purchase  agreement  with  the Swedish Painting
     Contractors  Association.

(iii)  Form  8-K  incorporated  herein  by  reference to the Company's filing on
     October  10,  2003 announcing the resignation of John Goodwin as President,
     Chief  Executive  Officer  and  Director,  and the appointment of Ronald P.
     Erickson  as  President  and  Chief  Financial  Officer  of  the  Company.

(iv) Form  8-K  incorporated  herein  by  reference  to  the Company's filing on
     November  3,  2003  announcing  the  resignation  of  Ken  Tolmie  as Chief
     Financial Officer and Secretary and the appointment of Mary Hethey as Chief
     Financial  Officer  and  Secretary  Treasurer  of  the  Company.

(v)  Form  8-K  filed  on  February  5,  2004  regarding the Company's change of
     certifying  accountants from Sellers & Andersen LLC to Madsen & Associates,
     CPA's  Inc.

(vi) Form  8-K  filed on December 15, 2002 dismissing Andersen Andersen & Strong
     LC  as  certifying  accountants  and  appointing  Sellers & Andersen LLC as
     certifying  accountants.


                                      -18-
<PAGE>



(vii) Form 8-K filed on September 13, 2004, announcing the Intellectual Property
     Agreement  between  Kenneth  Turpin  and the Company, signed June 16, 2004.
     Also  announced were the resignation of Hans Nasholm as director and Ronald
     Erickson as Chief Executive Officer and President of the Company. On August
     31,  2004, Ralph Brier was appointed Chief Executive Officer, President and
     a  Director  of  the Company, Kenneth Turpin was appointed as Chief Science
     Officer and Chair of the Research and Development Committee and Zack Wickes
     was appointed Chief Technical Officer. The Form 8=K also announced that the
     name  of  the  Company  was  changed  to  Visualant,  Incorporated  and was
     registered  with  the  Secretary  of  State  of  Nevada.


                                      -19-
<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:     "Ralph Brier"
                              ---     -------------
                                   Ralph Brier
                       Chief Executive Officer, President,
                                   and Director

Date:

                              By:     "Mary Hethey"
                              ---     -------------
                                    Mary  Hethey
                      Chief Financial Officer and Secretary
                                    Treasurer

Date:


                                      -20-
<PAGE>