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     March  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)

                              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  March  31,  2005
          ----------                       -------------------------------------

  Common  Stock,  $0.001 per share                                    14,779,350
                                                                      ==========


                                      -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 March 31, 2005 and September 30,
                   2004                                                           4

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

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

                Statement of Cash Flows
                   For the six months ended March 31, 2005 and
                   2004 and for the period from October 8, 1998
                  (Date of Inception) to March 31, 2005 . . . . . .               7

                Notes to the Financial Statements . . . . . . . .                 8

     ITEM 2.    Management's Discussion and Analysis or Plan
        . . . . . . of Operation                                                 13

     ITEM 3. . .Controls and Procedures                                          20

PART 11 . . . . OTHER INFORMATION                                                20

     ITEM 1. .  Legal Proceedings                                                20

     ITEM 2. .  Changes in Securities                                            20

     ITEM 3. .  Default In Senior Securities                                     20

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

     ITEM 5. .  Other Information                                                21

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

                SIGNATURES. . . .                                                22
</TABLE>


                                      -2-
<PAGE>




                         PART 1 - FINANCIAL INFORMATION


                         ITEM 1.   FINANCIAL STATEMENTS



The  accompanying  balance  sheet  of Visualant, Incorporated (development stage
company)  at  March  31,  2005  and  September  30,  2004  and  the statement of
operations  for  the  three  and  six  months  ended March 31, 2005 and 2004 and
statement  of cash flow for the six months ended March 31, 2005 and 2004 and for
the  period from October 8, 1998 (date of incorporation) to March 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  March 31, 2005 are not necessarily
indicative of the results that can be expected for the year ending September 30,
2005.






                                      -3-
<PAGE>

























                             VISUALANT, INCORPORATED
                           (Development Stage Company)
                                  BALANCE SHEET
                      March 31, 2005 and September 30, 2004

<TABLE>
<CAPTION>




                                                                MARCH  31,      SEPTEMBER 30,
                                                                   2005             2004
                                                               ------------     -------------
<S>                                                            <C>           <C>
ASSETS

CURRENT ASSETS

    Cash. . . . . . . . . . . . . . . . . . . . . . . . . . .  $    35,947      $      12,831
                                                               ------------      ------------

FIXED ASSETS

    Equipment - net of accumulated depreciation . . . . . . .       11,168                  -
                                                               ------------      ------------

                                                               $    47,115      $      12,831
                                                               ============      ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

    Note payable. . . . . . . . . . . . . . . . . . . . . . .  $         -      $     500,000
    Accrued interest on note payable. . . . . . . . . . . . .            -             93,750
    Accounts payable - related parties. . . . . . . . . . . .       10,053             83,237
    Accounts payable. . . . . . . . . . . . . . . . . . . . .       29,214            794,538
                                                               ------------    --------------

TOTAL CURRENT LIABILITIES . . . . . . . . . . . . . . . . . .       39,267          1,471,525
                                                               ------------    --------------


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;
        14,779,350 shares issued and outstanding on March
        31, 2005; 11,689,848 on September 30, 2004. . . . . .       14,779             11,690
    Capital in excess of par value. . . . . . . . . . . . . .    2,277,289            723,626
    Stock subscriptions received. . . . . . . . . . . . . . .      120,000                  -
    Deficit accumulated during the development stage. . . . .   (2,404,220)        (2,194,010)
                                                               ------------    ---------------

TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY) . . . . . . . . . . .        7,848         (1,458,694)
                                                               ------------    ---------------

                                                               $    47,115     $        12,831
                                                               ============    ===============
</TABLE>







    The accompanying notes are an integral part of these financial statements


                                      -4-
<PAGE>



                             VISUALANT, INCORPORATED
                           (Development Stage Company)

                             STATEMENT OF OPERATIONS

      For the Three and Six Months Ended March 31, 2005 and 2004 and Period
              October 8,1998 (Date of Inception) to March 31, 2005

<TABLE>
<CAPTION>




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

EXPENSES
    Research and development. .        37,822               -         93,622                -            158,722
    Administrative. . . . . . .        71,148           4,926        104,088           40,739          1,028,321
                                 -------------  --------------  -------------  ---------------  -----------------


NET LOSS - before other losses.      (108,970)         (4,926)      (197,710)         (40,739)        (1,187,043)

OTHER EXPENSES AND LOSSES

    Settlement of debt. . . . .             -               -              -                -             43,400
    Interest. . . . . . . . . .             -         (18,750)       (12,500)         (37,500)          (106,250)
    Loss of deposit - note 7. .             -               -              -                -         (1,154,327)
                                 -------------  --------------  -------------  ---------------  -----------------

NET LOSS. . . . . . . . . . . .  $   (108,970)  $     (23,676)  $   (210,210)  $      (78,239)  $     (2,404,220)
                                 =============  ==============  =============  ===============  =================


NET LOSS PER COMMON SHARE

    Basic and diluted . . . . .  $       (.01)  $           -   $       (.02)  $            -
                                 =============  ==============  =============  ===============

AVERAGE OUTSTANDING SHARES
    (stated in 1000,s)

    Basic . . . . . . . . . . .        14,779          11,490         12,664           11,490
                                 =============  ==============  =============  ===============
    Diluted . . . . . . . . . .        15,314                         14,199
                                 =============                ==============
</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 March 31, 2005
<TABLE>
<CAPTION>




                                                                    Common              Stock      Capital in
                                                                                                    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 at
..002 - November 20,1998. . . . . . . . . . . . . . . . . .             4,500,000          4,500         4,500             -
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 as bonus at
..001 - July 1, 2003. . . . . . . . . . . . . . . . . . . .               150,000            150            -             -
Issuance of common shares for cash at
..50 per share - July 4, 2003 . . . . . . . . . . . . . . .               100,000            100       49,900             -

Issuance of common stock for debt at $.50 - July 30, 2003 .              184,848            185       92,239             -
Issuance of common shares for cash at
..75 per share - September 30, 2003 . . . . . . . . . . . .               520,000            520      389,480             -

Refund and return of common shares at   $.50 per share. . .              (26,200)           (26)     (13,074)            -
Net operating loss for the year ended
September 30, 2003. . . . . . . . . . . . . . . .. . . . .                     -              -            -    (1,819,398)
Issuance of common stock for cash at
    $.50 per share - 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)
Issuance of common stock for cash at
    $.50 per share - October 2004
                                                                         160,000            160       79,840             -
Issuance of common stock for cash at
    $.50 per share - November 2004. . . . . . . . . .  . .               120,000            120       59,880             -
Issuance of common stock for cash at
    $.50 per share - December 2004. . . . . . . . . . .. .               144,000            144       71,856             -
Issuance of common stock for debt at
    $.50 per share. . . . . . . . . . . . . . . . . . .  .             2,665,502          2,665    1,330,086             -
Compensation - stock options. . . . . . . . . . . . . .. .                     -              -       12,000             -
Net operating loss for the six months
     Ended March 31, 2005
                                                                               -              -            -      (210,210)
                                                            ---------------------  -------------  -----------  ------------
Balance, March 31, 2005 . . . . . . . . . . . . . .. . . .            14,779,350   $     14,779   $2,277,288   $(2,404,220)
                                                            =====================  =============  ===========  ============
</TABLE>




    The accompanying notes are an integral part of these financial statements


                                      -6-
<PAGE>



                             VISUALANT, INCORPORATED
                           (Development Stage Company)
                             STATEMENT OF CASH FLOWS
         For the six months ended March 31, 2005 and 2004 and the Period
              October 8, 1998 (Date of Inception) to March 31, 2005

<TABLE>
<CAPTION>




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

Net loss. . . . . . . . . . . . . . . . .  $  (210,210)  $          (78,239)   $    (2,404,220)

Adjustments to reconcile net loss
   to net cash provided by operating
   activities
    Depreciation of equipment . . . . . .        1,140                    -              1,140
    Issuance of common stock for
       expenses . . . . . . . . . . . . .            -                    -                150
    Changes in accounts and notes payable      (99,506)              77,931          1,464,443
    Capital contributions - expenses. . .            -                    -             10,950
    Incentive stock options . . . . . . .       12,000                    -             36,000
    Loss of deposit . . . . . . . . . . .            -                    -          1,154,327
                                           ------------  -------------------  ----------------

        Net Cash Used in Operations . . .     (296,576)                (308)           262,790
                                           ------------  -------------------  ----------------

CASH FLOWS FROM INVESTING ACTIVITIES

    Purchase of investment - deposit. . .            -                    -         (1,154,327)
    Purchase of equipment . . . . . . . .      (12,308)                   -            (12,308)
                                           ------------  -------------------  ------------ ----
                                               (12,308)                   -         (1,166,635)
                                           ------------  -------------------   ----------------

CASH FLOWS FROM
    FINANCING ACTIVITIES
    Share subscribed for. . . . . . . . .      120,000                    -            120,000
    Net proceeds from issuance of
        common stock. . . . . . . . . . .      212,000                    -            819,792
                                           ------------                       ----------------
                                               332,000                    -            939,792
                                           ------------  -------------------  ----------------


Net Increase (Decrease) in Cash . . . . .       23,116                 (308)            35,947

Cash at Beginning of Period . . . . . . .       12,831                  380                  -
                                           ------------  -------------------  ----------------

Cash at End of Period . . . . . . . . . .  $    35,947   $               72        $    35,947
                                           ============  ===================       ============

SCHEDULE OF NONCASH
FLOWS FROM OPERATING ACTIVITIES

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




    The accompanying notes are an integral part of these financial statements


                                      -7-
<PAGE>



                             VISUALANT, INCORPORATED
                           (Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                 March 31, 2005


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"  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  $0.001  and  on  August 18, 2004, the name was changed to "Visualant,
Incorporated".  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 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  shares of CBN which owns design, paint and building products.  The contract
was  subsequently  rescinded.

During  June  2004,  the  Company  entered  into  a  contract  for  the  further
development  of  a  color  technology,  providing 3D spectral-based pattern file
creation  and  matching.

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


                                      -8-
<PAGE>



                             VISUALANT, INCORPORATED
                           (Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 March 31, 2005

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 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  March  31,  2005  the  Company  had  a net operating loss carry forward of $
2,404,220.   The  tax  benefit  of  approximately  $ 721,266 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  2023.

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.

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.

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

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


                                      -9-
<PAGE>



                             VISUALANT, INCORPORATED
                           (Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 March 31, 2005

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  CONTINUED

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.

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  or  has  licensed.

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


                                      -10-
<PAGE>



                             VISUALANT, INCORPORATED
                           (Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 March 31, 2005

4.     FIXED  ASSETS

The  equipment  is depreciated at a straight line rate of 20%.  The equipment is
used  for  research and development purposes and the depreciation is expensed as
research  and  development  expense  on  the  income  statement.

          Equipment                        $   12,208
          Accumulated  depreciation            (1,140)
                                            ---------

          Net  equipment                  $   11,168
                                             =======

5.     COMMON  CAPITAL  STOCK

Since  its inception, the Company has completed private placements of 11,779,000
of  its  common  capital  stock  for  $ 829,792, 150,000 shares for services and
2,850,350  shares  for  payment  of  debt.

During  the  quarter ended March 31, 2005, in a private placement, subscriptions
for  159,999  common  shares  were  received  in  the  amount  of  $120,000.

After the quarter end, on May 11, 2005, these 159,999 common shares were issued.
An  additional  380,000  shares  were issued for $285,000 as part of the private
placement.

6.     INCENTIVE  STOCK  OPTIONS

During  2002  the  Company  granted  stock options, to a related party of 25,000
shares  of common stock at $1.00 per share, which will expire December 31, 2006.
On  the  date  of  grant  the  fair  market  value  of  the  shares  was  $.50.

On  August  15,  2004  the  Company granted incentive stock options to a related
party,  of 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.

On  March 22, 2005, the Company granted stock options to a former key consultant
of  the Company of 210,000 common shares at $1.00 per share to expire on June 6,
2006.  On  the  date of the grant, the fair market value of the shares was $.75.

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-


                                      -11-
<PAGE>



                             VISUALANT, INCORPORATED
                           (Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 March 31, 2005

6.     INCENTIVE  STOCK  OPTIONS  -  CONTINUED

forma  operating loss and loss per share amounts for the year ended December 31,
2004  would  have  been  unchanged.

7.     SIGNIFICANT  TRANSACTIONS  WITH  RELATED  PARTIES

Officers,  directors  and  key  consultants have acquired 17% of the outstanding
common  stock  and  have  received  the  stock  options  as  outlined in Note 6.

8.     GOING  CONCERN

The  Company  does  not have the working capital 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 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.

The  Company  has  taken  steps  to  ensure  that  it  will continue as a viable
operation.  It  has arranged to settle debt by the issuance of common stock.  On
December  1, 2004, the Company issued 2,665,502 shares for outstanding loans and
for  the  note  payable  and  accrued  interest.

In  addition,  the  Company  has  obtained  equity  funding  :
424,000 shares were issued at $.50 per share for a total of $212,000 in October,
November  and  December  2004.

In January and February 2005, 240,000 shares were subscribed for net proceeds of
$120,000.  In  April and May 2005, and additional $285,000 in private placements
was  received.  Visualant  expects  to  be  able  to  raise between $500,000 and
$2,000,000  in additional funding during the twelve months following the date of
the  financial  statements  through the efforts of its personnel, and it expects
that  it  will  be  able  to  continue  as  a  going  concern.


                                      -12-
<PAGE>














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


Visualant  Incorporated (formerly 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  March  31,  2005 there were
14,779,350  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.
On April 21, 2005, the Company entered into a worldwide licensing agreement with
E-Vision Technologies Inc. (the Licensor).  The Licensor has agreed to grant the
Company  the  sole  rights  to  its technology.  This technology, the CBN coding
system,  identifies  colors,  and  uses  the  identification  for the purpose of
formulating  colors.  This  system  has  been  licensed  to  the  Company  on an
exclusive  worldwide  basis  for  all  purposes,  except  for  the  purpose  of
formulating  colors.  As consideration for this license, Visualant Inc. will pay
E-Vision  10,000  common  shares  of  the  Company.

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

     Build  awareness  and  acceptance among systems integrators in the selected
markets.
     Support target market-specific software developers, providing them with the
software  development  kits  (SDKs)  specific to their market/application needs.
     Pursue  strategic and business partnerships with known leaders in selective
markets,  while developing high visibility and contact with designers and system
integrators  within  their  organizations.
     Develop a visual presentation that captures the revolutionary nature of the
Visualant  technology,  so  that an audience of one or many can easily grasp the
significance  of  this  "out  of  sight"  breakthrough.
     Develop  a  complete  marketing and sales plan with objectives, strategies,
sales  goals,  and  measurement  tools.
     Develop  white  papers  and  technical briefs specific to selected markets.


                                      -13-
<PAGE>



     Develop  and  place  a  series of feature articles for the technical press.
     Target  market-specific  trade  journals,  and trade shows/conferences with
press  releases  and  corporate  presence.
     Deploy  a  market-specific  sales  team  with  expertise  and  existing
relationships  within  their  respective  industries/market  segments.

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.

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  band  N-IR  and N-UV sensors and
spatial  analysis  software  modeling  which  translate  the  visible  into  the
invisible.  The  Company  has  a  contract  with  E-Vision  Technologies Inc. of
Vancouver,  British  Columbia,  to conduct research and development on behalf of
the  Company.   Visualant,  Inc.  has  an  agreement to pay them $9,300 Canadian
semi-monthly  to  perform  this  service.

The  Company  has  no  revenue  to  date from its operations, and its ability to
affect  its  plans  for  the  future  will  depend on the future 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.
The  Company  will  have to raise additional funds to finance its operations for
the  next  year.  The  Company  intends to raise the required funds for the year
ended  September  30,  2005  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.  In January through
May  2005,  an additional $405,000 was raised through the sale of common shares.
The  Company  plans  in  the  months  from May 2005 to September 2005 to raise a
minimum  of $500,000 and a maximum of $2,000,000 more through the sale of common
shares.  Expenses  are  anticipated  to  be  approximately  $30,000 per month to
continue operations as they are now.  If additional funds are raised above this,
the  research  and  development  will  be  increased.

There  is no plan to purchase or sell any equipment, other than the $12,308 paid
for  research  and  development  equipment  in  October  2004.

The  Company  intends to hire additional personnel in the near future, depending
on  its  success  in  raising  funds  to accelerate its research and development
program  and  marketing  plans.

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


                                      -14-
<PAGE>



Forms  10-KSB,  10-QSB and 8-K filed with the Securities and Exchange Commission
(the  "SEC").

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 March 31, 2005 of $2,404,220 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


                                      -15-
<PAGE>



     The Company's auditors, in the audited financial statements as at September
30  2004,  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

     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.

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 established a
Non-Qualified  Stock  Option  Plan as noted on page 10 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
1,140,000  shares.  Even  though  this  only represents 7.71 % 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
or  Mr.  Brier either departed the Company or passed away, the Company would not
have  the  available  funds  to  attract  individuals  of  similar  experience.
Management  is  considering  obtaining  key-man insurance once it has sufficient
funds  to  do  so.

10.  LIMITED  FULL  TIME  EMPLOYEES


                                      -16-
<PAGE>



     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, there are no
employees  other  than  Ralph  Brier.

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 March 31, 2005, the Company had assets of $47,115, including cash of
$35,947  and equipment of $11,168, and liabilities of $159,267.  The liabilities
include  accounts  payable of $29,214 and accounts payable to related parties of
$10,053  and  shares  subscribed  for  of  $120,000.

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

The  Company has incurred certain expenses during the six months ended March 31,
2005  as  follows:

<TABLE>
<CAPTION>




                     EXPENDITURE                              AMOUNT
<S>                                     <C>       <C>
         Accounting and audit . . . . . .   i          $    2,640
         Bank Charges . . . . . . . . . . . . .               754
         Consulting . . . . . . . . . . .  ii              64,331
         Foreign exchange (gain). . . . .  iii             (3,503)
         Incentive stock options. . . . .  iv              12,000
         Legal. . . . . . . . . . . . .. .  v              10,000
         Office . . . . . . . . . . . . .  vi               5,535
         Printing . . . . . . . . . . . .  vii              1,615
         Rent . . . . . . . . . . . . . .  viii               600
         Research and development . . .. .  ix             93,622
         Telephone. . . . . . . . . . . . .  x                397
         Transfer agent's fees. . . . .  .  xi              2,092
         Travel . . . . . . . . . . . . .  xii              7,627
                                                         --------
           Total expenses before other losses.            197,710
           Interest expense. . . . . . . . . .  xiii       12,500
                                                         --------
           Net loss for the period . . . .         . .  $210,210
                                                        ========
</TABLE>



i.   The  Company  accrued  $525  in fees to its auditors for the review of this
     Form  10-QSB  and  $1,000  in  fees  to its Chief Financial Officer for the


                                      -17-
<PAGE>



     preparation  of  the  financial  statements and 10-QSB. The Company made an
     adjustment  to  its  auditor's  fees  of $40 for an underaccrual and to its
     Chief  Financial  Officer  of  $630  for  an  underaccrual.

ii.  The  Company  has  paid  $30,000  to  its President for management fees and
     $5,500  to  the Chairman of the Board for consulting fees. It has also paid
     consulting  fees  to an agent of the firm for obtaining financings. Another
     agent  has  been  paid  $2,500  to  assist  in  taking  the Company public.

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.  The  Company has accrued incentive stock options of $12,000 for six months.
     This is calculated on 300,000 options over 5 years, which is 60,000 options
     per  year. The value of these is calculated on the fair market value at the
     time  of  granting  of  the  options of $.50 minus the option price of $.10
     times  the number of options, which works out to $24,000 per year or $6,000
     per  quarter.

v.   The  Company  has incurred $10,000 in legal expenses for legal work towards
     patenting  their  technology.

vi.  The  Company  has  incurred  expenses for photocopying, faxing, courier and
     printing  of  cheques  .  Fees  of $1,094 for the creation of a website are
     included  in  this  amount.

vii. Printing  costs  of  $1,615  were incurred for the printing of the business
     plan.

viii.  Rental  costs  of  $200  per  month  are  paid  to  maintain  an  office.

ix.  Research  and  development  fees consist of the bi-monthly charge of $9,300
     Canadian  (approximately  $7,700  US)  for  software development related to
     color  technology  outside  the  visible  spectrum.

x.   Telephone  costs  are  incurred  to  maintain telephones for the CEO of the
     Company.

xi.  Transfer  agent  fees  of $1,092 include the annual resident agent fees and
     filing  list  of officers in the amount of $400. The balance of the fees is
     for  transfer  costs,  original  issue  costs  and  interest charges on the
     balance  outstanding.  A  registration  fee  of  $1,000  was  paid to a new
     transfer  agent.

xii. Travel  costs  were  incurred  for  business  trips  by the President and a
     shareholder  involved  in  the  Company.

xiii. Interest expense is accrued on the note payable to Glencoe Capital Inc. at
     a  rate  of  15%  per annum for two months, until the note was redeemed for
     shares  for  debt.

Estimated  expenses  over  twelve  months  and  required  funds:


                                      -18-
<PAGE>



<TABLE>
<CAPTION>




                                                     Requirements
                                                         for
             Expenditures                            twelve months
             ------------------------               --------------
<S>                       <C>             <C>
        Accounting and audit . .       1                $ 11,075
        Bank charges . . . . . .                             500
        Consulting . . . . . . .       2                 108,000
        Filing fees. . . . . . .       3                     400
        Legal fees . . . . . . .       4                  20,000
        Office . . . . . . . . .       5                   9,000
        Rent . . . . . . . . . .       6                   2,400
        Research and development       7                 186,000
        Telephone. . . . . . . .       8                   3,600
        Transfer agent's fees. .       9                   2,150
        Travel and promotion . .       10                 10,000
        Website and logo design.       11                  2,000
                                                        --------

        Estimated expenses . .                      $    355,125
                                                    =============
</TABLE>




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


<TABLE>
<CAPTION>




Filing                         Accountant   Auditors      Total
----------------------------  -----------  ---------  ---------
<S>                           <C>          <C>        <C>
Form 10-QSB - June 30, 2005.        1,000        525      1,525
Form 10-KSB - Sept. 30, 2005        2,000      4,500      6,500
Form 10-QSB - Dec. 31, 2005.        1,000        525      1,525
Form 10-QSB - March 31, 2006        1,000        525      1,525
                              -----------  ---------  ---------

                              $     5,000  $   6,075  $  11,075
                              ===========  =========  =========
</TABLE>




2.   Consulting  fees  of  $9,000  per month are paid to the CEO of the Company,
     Ralph  Brier. The consulting fees increased from $5,000 per month to $9,000
     per  month  in  April  2005.

3.   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 $400.
     Fees  for  filing  the  financial  statements  on  Edgar  are  included  in
     accounting  costs.

4.   Legal  fees  are  estimated  based  on the business done with the Company's
     lawyers  in  the  first  quarter  of  the  2005  fiscal year. The costs are
     estimates  for  preparing  a  provisional patent application, and for other
     Company  business.

5.   Relates  to  photocopying, faxing and courier, in addition to miscellaneous
     expenses  incurred  by  the  directors.  The  estimate  of these charges is
     approximately  $500  per  month for 12 months. Printing costs of $3,000 are
     included  in  this  amount.

6.   Rent  expenses  are  payable  at  $200  per  month  for  12  months.

7.   Research  and  development  is  paid to Kenneth Turpin at a rate of $18,600
     Canadian  ($15,500  US)  per  month  for  twelve  months.

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

9.   The  Company  is  charged  $600  per  annum  by  Empire Stock Transfer Inc.
     Additional  stock transfer and original issue fees of $1,300 are estimated.
     The Company has calculated $250 in late interest charges for the next year.


                                      -19-
<PAGE>



10.  Travel  and  promotion  expenses  have  been  estimated  at  $10,000. These
     expenses may be incurred by the directors and key consultants who may incur
     travel  expenses to obtain financing for the Company or to do other Company
     business.

11.  The  estimate  for  website  and  logo  design  for  the Company is $2,000.

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) as of the
end  of the period covered by the 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.


                         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


                                      -20-
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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  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)  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.

(ii) 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 8K also announced that the
     name  of  the  Company  was  changed  to  Visualant,  Incorporated  and was
     registered  with  the  Secretary  of  State  of  Nevada.


                                      -21-
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                                   SIGNATURES


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



                             VISUALANT, INCORPORATED
                        (FORMERLY STARBERRYS CORPORATION)
                                  (Registrant)


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

Date:   May  13,  2005

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

Date:   May  13,  2005


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