22



                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,  2005
                                                               ---------------

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

                        For  the  transition  period  from           to

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


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

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

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

                                     206-903-1351
                                -----------------

               Registrant's  telephone  number,  including  area  code

                                         N/A
                                         ---
          (Former  name, address, and fiscal year, if changed since last report)

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

             Class                         Outstanding  as  of  June  30,  2005
          ----------                       ------------------------------------

   Common  Stock,  $0.001 per share                      16,059,349
                                                         ==========


                                      -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, 2005 and September 30,
                     2004                                                  4

                 Statement of Operations
                     For the three and nine months ended June 30,
                     2005 and 2004, and for the period from October 8,
                     1998 (Date of Inception) to June 30, 2005 . . . .     5

                 Statement of Changes in Stockholders' Equity
                     For the period October 8, 1998 (Date of
                     Inception) to June 30, 2005 . . . . . . . .           6

                 Statement of Cash Flows
                     For the nine months ended June 30, 2005 and
                     2004 and for the period from October 8, 1998
                     (Date of Inception) to June 30, 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                                        21

       ITEM 1. . Legal Proceedings                                        21

       ITEM 2. . Changes in Securities                                    21

       ITEM 3. . Default In Senior Securities                             21

       ITEM 4..  Submission of Matters to a Vote of Security Holders      21

       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 June 30, 2005 and September 30, 2004 and the statement of operations
for the three and nine months ended June 30, 2005 and 2004 and statement of cash
flow  for  the  nine months ended June 30, 2005 and 2004 and for the period from
October  8, 1998 (date of incorporation) to June 30, 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  June  30, 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
                      June 30, 2005 and September 30, 2004

<TABLE>
<CAPTION>




                                                                 JUNE 30,      SEPTEMBER 30,
                                                                   2005            2004
                                                               ------------   --------------
<S>                                                            <C>           <C>
ASSETS

CURRENT ASSETS
    Cash. . . . . . . . . . . . . . . . . . . . . . . . . . .  $   650,779   $     12,831
    Accounts receivable - related party . . . . . . . . . . .        7,587              -
                                                               ------------     ---------
         Total Current Assets . . . . . . . . . . . . . . . .      658,336         12,831
                                                               ------------     ---------

EQUIPMENT - net of accumulated depreciation . . . . . . . . .       10,554              -
                                                               ------------      --------
LICENSE - net of amortization . . . . . . . . . . . . . . . .        7,250              -
                                                               ------------   -----------

                                                               $   676,170   $     12,831
                                                               ============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY
    (DEFICIENCY)
CURRENT LIABILITIES
    Note payable - related party. . . . . . . . . . . . . . .  $         -   $    500,000
    Accrued interest payable - related party. . . . . . . . .            -         93,750
    Accounts payable - related parties. . . . . . . . . . . .       10,750         83,237
    Accounts payable. . . . . . . . . . . . . . . . . . . . .       50,304        794,538
                                                               ------------  ------------

         Total Current Liabilities. . . . . . . . . . . . . .       61,054      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;
        16,059,349 shares issued and outstanding on June
        30, 2005; 11,689,848 on September 30, 2004. . . . . .       16,059          11,690
    Capital in excess of par value. . . . . . . . . . . . . .    3,242,008         723,626
    Deficit accumulated during the development stage. . . . .   (2,642,951)     (2,194,010)
                                                               ------------   -------------

          Total Stockholders' Equity (Deficiency) . . . . . .      615,116      (1,458,694)
                                                               ------------   -------------

                                                               $   676,170   $       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 Nine Months Ended June 30, 2005 and 2004 and Period
               October 8,1998 (Date of Inception) to June 30, 2005

<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,
                                   2005            2004           2005            2004             2005
                               -------------  --------------  -------------  --------------  -------------
<S>                            <C>            <C>             <C>            <C>             <C>
REVENUES. . . . . . . . . . .  $          -   $           -   $          -   $           -   $           -
                               -------------  --------------  -------------  --------------   ------------

EXPENSES
    Research and development.        51,911               -        145,533               -          210,632
    Administrative. . . . . .       186,820           8,778        290,908          49,517        1,215,142
                               -------------  --------------  -------------  --------------  --------------

NET LOSS - before other
          Income & expenses .      (238,731)         (8,778)      (436,441)        (49,517)      (1,425,774)

OTHER INCOME AND
       EXPENSES

    Settlement of debt. . . .             -               -              -               -           43,400
    Interest. . . . . . . . .             -         (18,750)       (12,500)        (56,250)        (106,250)
    Loss of deposit - note 7.             -               -              -               -       (1,154,327)
                               -------------  --------------  -------------  --------------  ---------------

NET LOSS. . . . . . . . . . .  $   (238,731)  $     (27,528)  $   (448,941)  $    (105,767)  $   (2,642,951)
                               =============  ==============  =============  ==============    =============


NET LOSS PER COMMON SHARE

    Basic and diluted . . . .  $       (.02)  $           -   $       (.03)  $        (.01)
                               =============  ==============  =============  ==============

AVERAGE OUTSTANDING SHARES
    (stated in 1000,s)

    Basic . . . . . . . . . .        13,332          11,490         12,692          11,490
                               =============  ==============  =============  ==============
    Diluted . . . . . . . . .        13,657          13,017
                               =============  ==============
</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 June 30, 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  - December 2004 .    424,000             424       211,576              -
Issuance of common stock for debt at
    $.50 per share - December 2004. . . . .      2,665,502           2,665     1,330,086              -
Issuance of common stock for license at
    $.75 per share - April 2005 . . . . . .         10,000              10         7,490              -
Issuance of common shares for cash at
    $.75 per share - May to June 2005 . . .      1,269,999           1,270       951,230              -
Compensation - incentive stock options. . .              -               -        18,000              -
Net operating loss for the nine months
     ended June 30, 2005. . . . . . . . .                -               -             -       (448,941)
                                       -------------------   -------------   -----------   ------------
Balance, June 30, 2005. . . . . . . .           16,059,349    $     16,059   $ 3,242,008   $ (2,642,951)
                                       ===================   =============   ===========   ============
</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 nine months ended June 30, 2005 and 2004 and the Period
              October 8, 1998 (Date of Inception) to June 30, 2005

<TABLE>
<CAPTION>




                                                                                   Oct 8, 1998
                                            June 30,         June 30,               to June 30,
                                              2005             2004                    2005
                                           -----------  -------------------   ------------------
<S>                                        <C>          <C>                  <C>
CASH FLOWS FROM
 OPERATING  ACTIVITIES

Net loss. . . . . . . . . . . . . . . . .  $ (448,941)  $         (105,767)  $      (2,642,951)

Adjustments to reconcile net loss
   to net cash provided by operating
   activities
    Depreciation of equipment . . . . . .       2,003                    -               2,003
    Issuance of common stock for
       expenses . . . . . . . . . . . . .           -                    -                 150
    Change in accounts receivable . . . .      (7,587)                   -              (7,587)
    Changes in accounts and notes payable     (77,719)             105,426           1,476,230
    Capital contributions - expenses. . .           -                    -              10,950
    Incentive stock options . . . . . . .      18,000                    -              42,000
    Loss of deposit . . . . . . . . . . .           -                    -           1,154,327
                                           -----------  -------------------  -----------------

        Net Cash Used in Operations . . .    (514,244)                (341)             35,122
                                           -----------  -------------------  -----------------

CASH FLOWS FROM INVESTING ACTIVITIES

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

CASH FLOWS FROM
    FINANCING ACTIVITIES
    Net proceeds from issuance of
        common stock. . . . . . . . . . .   1,164,500                    -            1,782,292
                                           -----------                       ------------------
                                            1,164,500                    -            1,782,292
                                           -----------  -------------------  ------------------


Net Increase (Decrease) in Cash . . . . .     637,948                 (341)             650,779
Cash at Beginning of Period . . . . . . .      12,831                  380                    -
                                           -----------  -------------------  ------------------



Cash at End of Period . . . . . . . . . .  $  650,779   $               39           $  650,779
                                           ===========  ===================         ===========
</TABLE>




<TABLE>
<CAPTION>




SCHEDULE OF NONCASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                       <C>
   Issuance of 150,000 common shares for services - 2003          $   150
                                                                  =======
   Capital contributions - expenses - 1999 - 2000. . .         .   10,950
                                                                  =======
   Incentive stock options - 2004 - 2005 . . . . . . . .           42,000
                                                                  =======
</TABLE>




    The accompanying notes are an integral part of these financial statements


                                      -7-
<PAGE>



                             VISUALANT, INCORPORATED
                           (Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 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)

                                  June 30, 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  June  30,  2005  the  Company  had  a  net operating loss carry forward of $
2,642,951.   The  tax  benefit  of  approximately  $ 793,000 from the loss carry
forward  has  been  fully  offset  by a valuation reserve because the use of the
future  tax  benefit  is doubtful since the Company has no operations.  The loss
carryforward  will  expire  in  2024.

Equipment
---------

Equipment  consists  of  computers  used  in  research  and  development and are
depreciated  over  five  years.

          Equipment               $   12,207
          Accumulated  depreciation               (1,753)
                                                ---------

          Net  equipment               $   10,554
                                          =======


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.


                                      -9-
<PAGE>



                             VISUALANT, INCORPORATED
                           (Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                  June 30, 2005

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  CONTINUED

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.

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.


                                      -10-
<PAGE>




                             VISUALANT, INCORPORATED
                           (Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                  June 30, 2005

3.     LICENSE

The  Company  acquired a world wide license for the use of technology to further
develop  its interest, as outlined in note 4, from a related party for $7,500 by
the  issuance of 10,000 common shares.  The license is being amortized over five
years,  its  estimated  useful  life.

4.     DEVELOPMENT  OF  TECHNOLOGIES  OWNED  BY  THE  COMPANY

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

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


5.     COMMON  CAPITAL  STOCK

Since  its inception, the Company has completed private placements of 13,058,999
of  its  common  capital  stock  for  $  1,782,292,  10,000 shares for a license
outlined in note 3, 150,000 shares for services and 2,850,350 shares for payment
of  debt  of  $1,425,175.

6.     SIGNIFICANT  TRANSACTIONS  WITH  RELATED  PARTIES

Officers,  directors  and  key  consultants  have acquired 7% of the outstanding
common  stock  and  have  received  the  stock  options  as  outlined in Note 8.

7.     CANCELLATION  OF  AGREEMENT  TO  PURCHASE  SHARES  OF  SCI

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


                                      -11-
<PAGE>




                             VISUALANT, INCORPORATED
                           (Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                  June 30, 2005

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

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.

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

During  June  2005  the  Company  established  a  stock option plan and reserved
2,000,000  common shares under the plan.  The terms of the options have not been
established  and  no  options  have  been  issued.

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

The  Company  applies  the  intrinsic  value  method  in  accounting  for  its
compensation based stock options.  If the Company had measured the options under
the  fair  value  based  method  the  net  pro-
forma  operating  loss  and loss per share amounts for the period ended June 30,
2005  would  have  been  unchanged.


                                      -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  June  30,  2005  there were
16,059,349  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. issued
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
June  2005, an additional $952,500 was raised through the sale of common shares.
The  Company  plans  in  the  months  from July 2005 to December 2005 to raise a
minimum  of $500,000 and a maximum of $1,300,000 more through the sale of common
shares.  Expenses  are  anticipated  to  be  approximately  $38,000 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 $12,307 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
Forms  10-KSB,  10-QSB and 8-K filed with the Securities and Exchange Commission
(the  "SEC").


                                      -14-
<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, 2005 of $2,462,951 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.

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

     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,


                                      -15-
<PAGE>



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 pages 11 and 12 of this report and
may in future issue further stock options to officers, directors and consultants
which  will  dilute  the  interest  of  the  existing  and  future shareholders.
Moreover,  the  Company  may  seek  authorization  to increase the number of its
authorized  shares  and  to sell additional securities and/or rights to purchase
such  securities at any time in the future.  Dilution of the value of the common
shares  would  likely  result  from  such  sales.

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
1,150,000  shares.  Even  though  this  only  represents  7  % 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

     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.


                                      -16-
<PAGE>



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, 2005, the Company had assets of $676,170, including cash of
$650,779,  accounts  receivable  of  $7,587, equipment of $10,554 and license of
$7,250, and liabilities of $61,054.  The liabilities include accounts payable of
$50,304  and  accounts  payable  to  related  parties  of  $10,750.

The Company's financial position has changed substantially since its last fiscal
year.

The  Company has incurred certain expenses during the nine months ended June 30,
2005  as  follows:

<TABLE>
<CAPTION>




              EXPENDITURE                              AMOUNT
            --------------                            --------
<S>                                     <C>       <C>
Accounting and audit . . . . . . . . .  i         $  7,200
Bank Charges . . . . . . . . . . . . .               1,411
Consulting . . . . . . . . . . . . . .  ii         174,174
Financing fees . . . . . . . . . . . .  iii         28,175
Foreign exchange (gain). . . . . . . .  iv          (2,286)
Incentive stock options. . . . . . . .  v           18,000
Legal. . . . . . . . . . . . . . . . .  vi          24,492
Office . . . . . . . . . . . . . . . .  vii         11,850
Printing . . . . . . . . . . . . . . .  viii         2,144
Rent . . . . . . . . . . . . . . . . .  ix           1,200
Research and development . . . . . . .  x          145,533
Telephone. . . . . . . . . . . . . . .  xi             814
Transfer agent's fees. . . . . . . . .  xii          2,092
Travel and promotion . . . . . . . . .  xiii        21,642
                                                  ---------
   Total expenses before other losses.             436,441
   Interest expense. . . . . . . . . .  xiv         12,500
                                                 ---------
   Net loss for the period . . . . .           .  $448,941
                                                  ========
</TABLE>



i.   The  Company  accrued  $3,000  in fees to its auditors for the audit of the
     June 30, 2005 financial statements included in this Form 10-QSB, as well as
     $1,515  in  fees  paid  for  the two previous quarters. The Company accrued
     $1,500  in  fees  to its Chief Financial Officer for the preparation of the


                                      -17-
<PAGE>



     June  financial  statements  and  10-QSB, and $1,185 for previous work done
     during  the  nine  month  period.

ii.  The  Company  has  paid  $68,400  to  its President for management fees and
     $37,555  to the Chairman of the Board for consulting fees. It has also paid
     consulting  fees  of  $65,719 to a key consultant of the firm for obtaining
     financings.  Another  agent  has  been  paid $2,500 to assist in taking the
     Company  public.

iii. Financing  fees  of  $28,175  were  paid or payable to a shareholder of the
     Company  to  obtain  financing  for  the  Company.

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

v.   The Company has accrued incentive stock options of $18,000 for nine 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.

vi.  The  Company  has incurred $24,492 in legal expenses for legal work towards
     patenting  their  technology,  and  for  legal  work  on  the  registration
     statement  in  progress.

vii. 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.

viii.  Printing  costs  of $2,144 were incurred for the printing of the business
     plan.

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

x.   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, plus depreciation on the
     research  and  development  equipment  and  amortization  on  the  license.

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

xii. 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.

xiii.  Travel and promotion costs of $10,982 were incurred for business trips by
     the  President  and  a  key consultant involved in the Company. $8,107 were
     paid  to  a  shareholder for travel costs incurred while doing business for
     the  Company.  Promotion  costs  of  $1,853  were  included  in  this cost.

xiv. 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.

The  Company's  estimated  expenses over twelve months and required funds are as
follows:


                                      -18-
<PAGE>



<TABLE>
<CAPTION>




                                                  Requirements
                                                       for
                       Expenditures              twelve months
                      -------------             --------------
<S>                       <C>             <C>
               Accounting and audit . .    1       $ 36,255
               Bank charges . . . . . .               1,500
               Consulting . . . . . . .    2        185,000
               Filing fees. . .            3            400
               Legal fees . . . .          4         20,000
               Office . . . . . . .        5         12,000
               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 . .          $  461,305
                                                    =======
</TABLE>




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

<TABLE>
<CAPTION>




     Filing by Public Accountants   Cost
     ----------------------------  -------
<S>                           <C>
     Form 10-KSB - Sept. 30, 2005  $ 4,500
     Form 10-QSB - Dec. 31, 2005.      585
     Form 10-QSB - March 31, 2006      585
     Form 10-QSB - June 30, 2005.      585
                                   -------
                                     6,255
     In-house accounting. . . . .   30,000
                                   -------

     Total. . . . . . . . . . ..  $36,255
                                  =======
</TABLE>




     Accounting  expense  will  be $2,500 per month, which is the monthly salary
     paid  to  the  new  CFO,  Dave  Grossman.

2.   Consulting  fees  of  $15,420 per month are paid to the CEO of the Company,
     Ralph Brier. The consulting fees increased from $9,000 per month to $15,420
     per  month  in  June  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  including  filing  the  registration  statement.

5.   Relates  to  photocopying, faxing and courier, in addition to miscellaneous
     expenses  incurred  by  the  directors.  The  estimate  of these charges is
     approximately  $750  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.


                                      -19-
<PAGE>



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  $500  per  annum  by  Empire Stock Transfer Inc.
     Additional  stock transfer and original issue fees of $1,400 are estimated.
     The Company has calculated $250 in late interest charges for the next year.

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 leased premises at Suite 406, 500 Union
Street,  Seattle,  Washington,  for  $200  per  month.

Effective  August  1,  2005,  Mary  Hethey retired as Secretary-Treasurer, Chief
Accounting Officer and Chief Financial Officer.  David Grossman was appointed by
the  Board  as the new Secretary Treasurer and Chief Financial Officer on August
1,  2005.

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.


                                      -20-
<PAGE>



                         PART 11.     OTHER INFORMATION


ITEM  1.          LEGAL  PROCEEDINGS

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

ITEM  2.         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

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

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


                                      -21-
<PAGE>











                                   SIGNATURES


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



                             VISUALANT, INCORPORATED
                        (FORMERLY STARBERRYS CORPORATION)
                                  (Registrant)


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

Date:   July  28,  2005

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

Date:   July  28,  2005


                                      -22-
<PAGE>