UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





FORM
          10-QSB/A
 First
          Amended


(X
      )
      QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITES EXCHANGE ACT
      OF
      1934


For
      the
      quarterly period ended June 30, 2006







(
      )
      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 
                incorporation or organization)
            (I.R.S.
                Employer Identification
                No.)







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






206-903-1351Registrant's
                telephone number, including
                area codeN/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,
                2006Common
                Stock, $0.001 per share
            
            16,453,891







1











TABLE
      OF
      CONTENTS





Page
                NumberPART
                  1
              FINANCIAL
                  INFORMATION
              3ITEM
                  1
              Financial
                  Statements (unaudited)
              3Balance
                  Sheet as 0f June 30, 2006 and December 31, 2005
              4Statement
                  of Operations
                For
                    the three months ended June 30,
                  2006
                    and 2005, and for the period from October 8,
                  1998
                    (Date of Inception) to June 30, 2006
              5Statement
                  of Changes in Stockholders' Equity
                For
                    the period October 8, 1998 (Date of
                  Inception)
                    to June 30, 2006
              6Statement
                  of Cash Flows
                For
                    the three months ended June 30, 2006 and
                  2005
                    and for the period from October 8, 1998
                  (Date
                    of Inception) to June 30, 2006
              7Notes
                  to the Financial Statements
              8ITEM
                  2
              Management's
                  Discussion and Analysis or Plan of Operation
              13ITEM
                  3
              Controls
                  and Procedures
              20PART
                  11
              OTHER
                  INFORMATION
              21ITEM
                  1
              Legal
                  Proceedings
              21ITEM
                  2
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              21ITEM
                  3
              Defaults
                  Upon Senior Securities
              21ITEM
                  4
              Submission
                  of Matters to a Vote of Security
              21ITEM
                5
              Other
                  Information
              21ITEM
                  6
              Exhibits
                  and Reports on Form 8-K
              21SIGNATURES
              22


2








PART
      1 -
      FINANCIAL INFORMATION








ITEM
      1.
      FINANCIAL STATEMENTS





The
      accompanying balance sheet of Visualant, Incorporated (development stage company)
      at June 30, 2006 and December 31, 2005 and the statement of operations for
      the
      three months ended June 30, 2006 and 2005 and statement of cash flow
      for
      the three months ended June 30, 2006 and 2005 and for the period from October
      8, 1998 (date of incorporation) to June 30, 2006, 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, 2006 are not necessarily indicative
      of the results that can be expected for the year ending September 30, 2006.


























































































3





VISUALANT,
      INCORPORATED


(Development
      Stage Company)


BALANCE
      SHEET


June
      30,
      2006 and June 30, 2005





JUNE
              30, 2006
            
            
            JUNE
                30, 2005ASSETSCURRENT
              ASSETSCash
            
            $
            27,761
            
            $
            650,779Accounts
                receivable - related
                party
            
            
            -
            
            
            7,587Total
              Current Assets
            
            
            27,761
            
            
            658,336EQUIPMENT
              - net of accumulated
              depreciation
            
            
            7,747
            
            
            10,554LICENSE
              - net of amortization
            
            
            6,875
            
            
            7,250TOTAL
              ASSETS
            
            $
            42,383
            
            $
            676,170LIABILITIES
              AND STOCKHOLDERS' EQUITY
              CURRENT LIABILITIESNote
              payable - related party
            
            $
            100,000
            
            $
            -Accrued
              interest payable - related party
            
            
            -
            
            
            -Accounts
              payable - related parties
            
            
            -
            
            
            10,750Accounts
              payable
            
            
            188,550
            
            
            50,304Total
              Current Liabilities
            
            
            288,550
            
            
            61,054STOCKHOLDERS'
              EQUITY (DEFICIENCY)Preferred
              stock50,000,000
                shares authorized, at $0.001 per share;none
                outstandingCommon
              stock200,000,000
                shares authorized, at $0.001 par
                value; 16,453,891 shares issued and outstanding
            
            
            16,454
            
            
            16,059Capital
              in excess of par value.
            
            
            3,560,256
            
            
            3,242,008Deficit
              accumulated during the development
              stage
            
            
            (3,330,543
            )
            
            (2,642,951
            )Total
              Stockholders' Equity
              (Deficiency)
            
            
            (246,167
            )
            
            615,116TOTAL
              LIABILITIES & EQUITY
            
            $
            42,383
            
            $
            676,170





The
      accompanying notes are an integral part of these financial
      statements




4


**VISUALANT,
      INCORPORATED**


**(Development
      Stage Company)**





**STATEMENT
      OF OPERATIONS**





**For
      the Three Months Ended June 30, 2006 and 2005 and Period**


**October
      8,1998 (Date of Inception) to June 30, 2006**





Three 
                Months Ended June 30, 2006
            
            
            Three
                Months
                Ended June 30, 2005
            
            
            October
                8, 1998 to June 30, 2006REVENUES
            
            $
            -
            
            $
            -
            
            $
            -EXPENSESResearch
              and development
            
            
            84,588
            
            
            51,911
            
            
            479,199Administrative
            
            
            196,848
            
            
            186,820
            
            
            2,067,842Compensation-incentive
              option
            
            
            -
            
            
            -
            
            
            48,000NET
              LOSS - before other Income &
              expenses
            
            
            (281,436
            )
            
            (238,731
            )
            
            (2,595,041
            )OTHER
              INCOME AND EXPENSESSettlement
              of debt
            
            
            -
            
            
            -
            
            
            43,400Interest
            
            
            -
            
            
            -
            
            
            (106,255
            )Loss
              of deposit - note 7
            
            
            -
            
            
            -
            
            
            (1,154,327
            )NET
              LOSS
            
            $
            (281,436
            )
            $
            (238,731
            )
            $
            (3,812,223
            )NET
              LOSS PER COMMON SHAREBasic
              and diluted
            
            $
            (.02
            )
            $
            (.02
            )AVERAGE
              OUTSTANDING SHARES (stated in
              1000,s)Basic
            
            
            16,454
            
            
            11,490






The
      accompanying notes are an integral part of these financial
      statements







5


**VISUALANT
      INCORPORATED**


**(Development
      Stage Company)**




**STATEMENT
      OF CHANGES IN STOCKHOLDERS' EQUITY**


**For
      the Period October 8, 1998 (Date of Inception)**


**to
      June 30, 2006**













**Capital
                i**n**Common
                Stock**
            
            
            **Excess
                of**
            
            
            **Accumulated****Shares**
            
            
            **Amount**
            
            
            **Par
                Value**
            
            
            **Deficit****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 periodOctober
                8, 1998 to September 30, 1999
            
            
            -
            
            
            -
            
            
            -
            
            
            (27,748
            )Capital
              contributions - expenses
            
            
            -
            
            
            -
            
            
            3,650
            
            
            -Net
                operating loss for the year endedSeptember
                30, 2000
            
            
            -
            
            
            -
            
            
            -
            
            
            (64,537
            )Capital
              contributions - expenses
            
            
            -
            
            
            -
            
            
            3,650
            
            
            -Net
                operating loss for the year endedSeptember
                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 endedSeptember
              30, 2002
            
            
            -
            
            
            -
            
            
            -
            
            
            (113,475
            )Issuance
                of common stock for cash at****$.50
                - July 2003
            
            
            100,000
            
            
            100
            
            
            49,900
            
            
            -Issuance
                of common stock for services****at
                $.001- June 2003
            
            
            150,000
            
            
            150
            
            
            -
            
            
            -Issuance
              of common stock as paymentof
              debt at $.50 - July 2003
            
            
            184,848
            
            
            185
            
            
            92,239
            
            
            -Refund
              and return of common sharesat
              $.50 - August 2003
            
            
            (26,200
            )
            
            (26
            )
            
            (13,074
            )
            
            -Issuance
              of common stock for cashat
              $.75 - September 2003
            
            
            520,000
            
            
            520
            
            
            389,480
            
            
            -Net
              operating loss for the year endedSeptember
              30, 2003
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,819,398
            )**Balance
              September 30,
              2003**
            
            
            11,489,848
            
            
            11,490
            
            
            609,826
            
            
            (2,032,743
            )Issuance
                of common stock for cashat
                $.50 - net of issuance costs -
              August
                2004
            
            
            200,000
            
            
            200
            
            
            89,800
            
            
            -Compensation
                - incentive stock options
            
            
            -
            
            
            -
            
            
            24,000
            
            
            -Net
                operating loss for the year endedSeptember
                30, 2004
            
            
            -
            
            
            -
            
            
            -
            
            
            (161,267
            )**Balance
              September 30,
              2004**
            
            
            11,689,848
            
            
            11,690
            
            
            723,626
            
            
            (2,194,010
            )Issuance
                of common stock for cashat
                $.50 - October to December 2004
            
            
            424,000
            
            
            424
            
            
            211,576
            
            
            -Issuance
                of common stock for debtat
                $.50 -
            
            
            2,665,502
            
            
            2,665
            
            
            1,330,086
            
            
            -Issuance
                of common stock for licenseat
                $.75 - April 2005
            
            
            10,000
            
            
            10
            
            
            7,490
            
            
            -Issuance
                of common stock for cashat
                $.75 - May and June 2005
            
            
            1,269,999
            
            
            1,270
            
            
            951,230
            
            
            -Issuance
                of common stock for servicesat
                $.75 - August 2005
            
            
            77,875
            
            
            78
            
            
            58,328
            
            
            -Issuance
              of common stock for cashat
              $.75 - August 2005
            
            
            170,000
            
            
            170
            
            
            127,330
            
            
            -Compensation
              - incentive stock options
            
            
            -
            
            
            -
            
            
            24,000
            
            
            -Net
                operating loss for the year endedended
                September 30, 2005
            
            
            -
            
            
            -
            
            
            -
            
            
            (868,643
            )**Balance
              September 30,
              2005**
            
            
            16,307,224
            
            $
            16,307
            
            $
            3,433,666
            
            $
            (3,062,653
            )Issuance
                of common stock for cashat
                $.75 - November 2005
            
            
            80,000
            
            
            80
            
            
            59,920
            
            
            -Net
              operating loss for the quarterended
              December 31, 2005
            
            
            -
            
            
            -
            
            
            -
            
            
            (227,926
            )**Balance
              December 31,
              2005**
            
            
            16,387,224
            
            $
            16,387
            
            $
            $
              3,493,656
            
            $
            (3,290,579
            )Net
                operating loss for the quarterEnded
                March 31, 2006
            
            
            -
            
            
            -
            
            
            -
            
            
            (240,208
            )**Balance
              March 31,
              2006**
            
            
            16,387,224
            
            $
            16,387
            
            $
            $
              3,493,656
            
            $
            $
              (3,530,787
            )Issuance
                of common stock for cashat
                $.75 - May 2006
            
            
            66,667
            
            
            67
            
            
            66,600
            
            
            -Net
                operating loss for the quarterEnded
                June 30, 2006
            
            
            -
            
            
            -
            
            
            -
            
            
            (281,436
            )**Balance
              June 30,
              2006**
            
            
            16,453,891
            
            $
            $
              16,454
            
            $
            $
              3,560,256
            
            $
            (3,812,223
            )




The
      accompanying notes are an integral part of these financial
      statements


6





**VISUALANT,
      INCORPORATED**


**(Development
      Stage Company)**




**STATEMENT
      OF CASH FLOWS**


**For
      the three months ended June 30, 2006 and 2005 and the
      Period**


**October
      8, 1998 (Date of Inception) to June 30, 2006**






**June
                    30**
                
                
                **June
                    30**
                
                
                **Oct
                    8, 1998 to**
                  **June
                    30,****2006**
                
                
                **2005**
                
                
                **2006****CASH
                    FLOWS FROM****OPERATING
                    ACTIVITIES**Net
                  loss
                
                $
                (281,436
                )
                $
                (238,731
                )
                $
                (3,812,223
                )provided
                    by operating
                    activitiesDepreciation
                    and
                    amortization
                
                
                2,100
                
                
                1,140
                
                
                6,613Issuance
                    of capital stock for
                    expenses
                
                
                -
                
                
                -
                
                
                45,456Changes
                    in accounts and notes
                    payable
                
                
                212,050
                
                
                (73,406
                )
                
                1,749,081Capital
                    contributions - expenses
                
                
                -
                
                
                -
                
                
                10,950Incentive
                    stock options
                
                
                -
                
                
                -
                
                
                48,000Loss
                    of deposit
                
                
                -
                
                
                -
                
                
                1,154,327Net
                    Changes in Cash from
                    Operations
                
                
                (
                  67,286
                )
                
                (310,997
                )
                
                (797,796
                )**CASH
                    FLOWS FROM INVESTING**
                  **ACTIVITIES**Purchase
                    of equipment
                
                
                -
                
                
                (2,300
                )
                
                (28,008
                )Purchase
                    of investment -
                    deposit
                
                
                -
                
                
                -
                
                
                (1,154,327
                )-
                
                
                
                
                
                (2,300
                )
                
                (1,182,335
                )**CASH
                    FLOWS FROM FINANCING**
                  **ACTIVITIES**Capital
                    stock subscriptions
                    received
                
                
                50,000
                
                
                100,000
                
                
                65,000Net
                    - proceeds from issuance of common
                    stock
                
                
                50,000
                
                
                100,000
                
                
                2,007,892Net
                    Changes in Cash
                
                
                (17,286
                )
                
                (213,297
                )
                
                27,761Cash
                  at Beginning of Period
                
                
                45,047
                
                
                12,831
                
                
                -Cash
                  at End of Period
                
                $
                27,761
                
                $
                20,420
                
                $
                27,761








The
      accompanying notes are an integral part of these financial
      statements







7
 
 **VISUALANT
        INCORPORATED**
 **(Development
        Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **June
        30, 2006**




**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 $.001 par value. On September 13, 2002 the name was
      changed to “Starberrys Corporation” as part of a change in the authorized
      capital stock by the addition of 50,000,000 shares of preferred stock with
      a par
      value of $.001. On August 18, 2004 the name of the Company was changed to
“Visualant Incorporated”. There are no preferred shares issued and the terms
      have not been determined.





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





**2.
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





Accounting
      Methods





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





Dividend
      Policy





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





Basic
      and Diluted Net Income (Loss) Per Share





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





Key
      Employee Incentive Stock Option Plan





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





Cash
      and Cash Equivalents





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







8
 
 **VISUALANT
        INCORPORATED**
 **(Development
        Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **June
        30, 2006**


**2.
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** -
      continued





Income
      Taxes





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





On
      June
      30, 2006 the Company had a net operating loss available for carryforward of
      $3,812,223. The tax benefit of approximately $1,219,000 from the loss carry
      forward has been fully offset by a valuation reserve because the use of the
      future tax benefit is doubtful since the Company has no operations. The loss
      carryforward will expire in 2025.





Financial
      Instruments





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





Financial
      and Concentrations Risk





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




Research
      and Development Costs





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





Revenue
      Recognition





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





Advertising
      and Market Development





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





9
 
 **VISUALANT
        INCORPORATED**
 **(Development
        Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **June
        30, 2006**








**2.
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** -
      continued





Estimates
      and Assumptions





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





Foreign
      Currency Translation





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





Recent
      Accounting Pronouncements





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





**3.
      DEVELOPMENT OF TECHNOLOGIES OWNED BY THE COMPANY**





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





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






































10
 
 **VISUALANT
        INCORPORATED**
 **(Development
        Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **June
        30, 2006**





**4.
      COMMON CAPITAL STOCK**





During
      the fiscal year ended September 30, 2005, the Company issued the following
      common shares of capital stock.





1,863,999
      shares for cash of $1,292,000 as part of a private offering of the Company’s
      stock.


2,665,502
      shares for payment of debt of $1,332,751 of which $1,235,252 was due former
      related parties.


10,000
      shares for a license.


77,875
      shares for services of $58,406.





During
      the quarter ended December 31, 2005, the company issued 80,000 common shares
      for
      cash of $60,000.





During
      the quarter ended June 30, 2006, the Company issued 66,667 common shares for
      cash of $50,000.








**5.
      INCENTIVE STOCK OPTIONS**





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





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





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





During
      the first three quarters of fiscal 2006, the Company issued stock options to
      purchase 606,000 common shares at $0.75, which options will expire in March
      2010, to certain consultants involved in research and development for the
      Company.





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





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





The
      Company applies the intrinsic value method in accounting for its compensation
      based stock options. If the Company had measured the options under the fair
      value based method the net pro-forma operating loss and loss per share amounts
      for the year ended June 30, 2006 would not have been materially
      different.





11
 
 **VISUALANT
        INCORPORATED**
 **(Development
        Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **June
        30, 2006**







**6.
      SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES**





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




**7.**  **CANCELLATION
      OF AGREEMENT TO PURCHASE SHARES OF SCI**





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








**8.**  **GOING
      CONCERN**





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





Continuation
      of the Company as a going concern is dependant upon obtaining additional working
      capital. The management of the Company has developed a strategy that 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 should enable the Company to conduct operations for the coming
      year.








































12


I**TEM
      2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR** **PLAN
      OF OPERATIONS**




**Overview**


The
      Company was incorporated on October 8, 1998 under the laws of the State of
      Nevada. The Company's Articles of Incorporation currently provide that the
      Company is authorized to issue 200,000,000 shares of Common Stock, par value
      $0.001 per share, and 50,000,000 shares of Preferred Stock with such terms
      as
      will be specified by the Board of Directors at the time it acts to create a
      specific series of the Preferred Stock to be issued. As of June 30, 2006 there
      were 16,453,891 Common Shares and no Preferred Shares outstanding.





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





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





On
      December 16, 2005 the Company entered into a research and development contract
      with RatLab LLC, a privately-owned research laboratory in Seattle, Washington.
      The contract calls for monthly payments by the Company to RatLab LLC for an
      initial research Phase 1 and 2, expected to last approximately six months
      through June 2006. The contract also includes provisions for extending the
      payments and research agreement for multiple phases, which could extend in
      excess of one year. Under the contract, RatLab will perform research and
      development using the Company’s existing intellectual property, as well as newly
      developed research and technologies in order to assist the Company with the
      commercialization of its core technologies in the areas of brand and forgery
      protection, homeland security, medical diagnostics, and color-based file
      creation and matching. If the Company is successful in raising additional funds,
      it intends to extend the research and development contract with RatLab LLC
      for
      additional research phases.





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








13




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





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





During
      the quarter ended June 30, 2006, the Company, with the work and assistance
      of
      Ratlab LLC, filed three patent applications on its technologies.





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





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





The
      Company’s cost to continue operations as they are now conducted is approximately
      $60,000 per month, and the Company does not have sufficient funds to cover existing operations. The Company will
      need to raise additional funds in order to continue its existing operations
      and
      to finance its plans to expand its operations for the next year. The Company
      intends to raise the required funds by obtaining share capital from outside
      sources. During the three months ended June 30, 2006, the Company raised $50,000
      in additional funds through the sale of 66,667 common shares, and plans to
      raise
      a minimum of $500,000 and a maximum of $1,300,000 through the sale of common
      shares during the remainder of 2006. If the Company is successful in raising
      additional funds, the Company’s research and development efforts will continue
      and expand.





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





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













14




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





(i)  Securing
      patent protection for the Company’s intellectual property. The Company has filed
      three patent applications on its core technology, and expects to receive
      notification from the U.S. Patent and Trademark Office sometime in 2007 as
      to
      whether a patent or patents will be granted.





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





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





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





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








This
      Report on Form 10-QSB contains certain forward-looking statements that are
      based
      on current expectations. 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, and should not be regarded
      as
      a representation by the Company or any other person that the objectives or
      plans
      of the Company will be achieved. The Company may encounter competitive,
      technological, financial and business challenges making it more difficult than
      expected to continue to develop and market its products; the market may not
      accept the Company’s future products; the Company may not be able to retain
      existing key management personnel; and there may be other material adverse
      changes in the Company’s operations or business. Assumptions relating to
      budgeting, marketing, and other management decisions are subjective in many
      respects and thus susceptible to interpretations and periodic revisions based
      on
      actual experience and business developments, the impact of which may cause
      the
      Company to alter its marketing or other budgets, which may in turn affect the
      Company’s financial position and results of operations. 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 other risk factors relating to
        the
        Company and the various disclosures made by the Company
        that attempt to advise interested parties of factors which affect the Company's
        business, in the Company’s Annual Report on Form 10-KSB for the year ended
        September 30, 2005 as well as in the Company's periodic reports on Forms
        10-QSB and 8-K filed with the Securities and Exchange Commission
 (the
        "SEC").




15


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











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





RISK
      FACTORS





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





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





The
      Company has incurred a cumulative net loss for the period from October 8, 1998
      (date of inception) to June 30, 2006 of $3,812,223. For the three-month period
      ended June 30, 2006, the Company had no revenues, insufficient funds to sustain
      operations at their current level, and a net loss of $281,436. As a result
      of
      these losses and negative cash flows from operations, the Company’s ability to
      continue operations and to continue as a going concern is dependent upon the
      availability of and the Company’s ability to obtain additional capital from
      outside sources until such time, if ever, as it achieves profitability.





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





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





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





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







16


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








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





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








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





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





**6** .  **Conflict
      of interest**





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





**7** .  **Concentration
      of ownership by management.**





The
      management of the Company, either directly or indirectly, owns 1,472,500 shares.
      Even though this represents only 8.95% of the issued and outstanding shares,
      it
      might be difficult for any one shareholder to solicit sufficient votes to
      replace the existing management. Therefore, any given shareholder may never
      have
      a voice in the direction of the Company.





**8.**  **Key-man
      insurance**




The
      Company carries no key-man insurance. In the event that either Mr. Erickson,
      Mr.
      Brier, or Mr. Goldberg departed the Company or passed away, the Company would
      not have the available funds to attract an individual of similar experience.
      Management is considering obtaining key-man insurance once it has sufficient
      funds to do so.





**9.**  **Limited
      full time employees**




The
      only
      director who works full time for the Company is its President, Ralph Brier.
      The
      other directors will devote time to the activities of the Company as required
      from time to time. At the present time, the Company has no other full-time
      employees other than Ralph Brier.







17




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





**10.**  **Future
        trading in the Company’s stock may be restricted by the SEC’s Penny Stock
        Regulations which may limit a stockholder’s ability to buy and sell the
        Company’s shares when, and if, the shares are eventually
        quoted.**





The
      SEC
      has adopted regulations which generally define "penny stock" to be any equity
      security that has a market price (as defined) less than $5.00 per share or
      an
      exercise price of less than $5.00 per share, subject to certain exceptions.
      The
      Company’s shares are 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.





**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.













18


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








LIQUIDITY
      AND CAPITAL RESOURCES




*Liquidity
      and Capital Resources*


As
      of June 30, 2006, the Company had assets of $42,383, and $288,550 in
      liabilities.





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





Expenditure
            
            
            
            
            
            AmountAdministrative
                expensesBank
                charges
            
            
            
            
            
            674Consulting
                fees
            
            
            i
            
            
            107,756Legal
                fees
            
            
            ii
            
            
            56,995Office
            
            
            iii
            
            
            6,554Other
                administrative expenses
            
            
            
            
            
            24,869Accounting
                fees
            
            
            iv
            
            
            -Research
                and development
            
            
            v
            
            
            84,588Total
                expenses
            
            
            
            
            $
            281,436





i.  The
      Company paid consulting fees to its Chief Executive Officer, Chief Financial
      Officer, a Director, and several other independent contractors during the
      quarter.


ii **.**  Legal
      fees of $56,995 were incurred during the quarter. These fees included activities
      related to its legal, patent and other filings, and other general legal advisory
      services.


iii.  Office
      expenses consist of rent, photocopy, fax and courier expenses and other
      miscellaneous expenses incurred by the officers of the Company.


iv.  Accounting
      fees were incurred during the quarter to pay for the Company’s 2005 fiscal
      audit.


v.  Research
      and development fees of $84,588 were paid according to the terms of an
      independent contractor agreement.



















19




**ITEM
      3. CONTROLS AND PROCEDURES**






(a)  Evaluation
      of Disclosure Controls and Procedures




The
      Company’s Chief Executive Officer and Chief Financial Officer, after evaluating
      the effectiveness of the Company’s controls and procedures (as defined in the
      Securities Act of 1934 Rule 13a-15(e) or Rule 15d-15(e)) as of the end of the
      Company’s quarter ending June 30, 2006 (the “Evaluation Date”), have concluded
      that as of the Evaluation Date, the Company’s disclosure controls and procedures
      were adequate and effective to ensure that material information relating to
      it
      would be made known to it by others, particularly during the period in which
      this quarterly report on Form 10-QSB was being made.




(b)  Changes
      in Internal Control Over Financial Reporting




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

































20







**ITEM
      8B. OTHER INFORMATION**






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




**PART
      11. OTHER INFORMATION**





**ITEM
      1. LEGAL PROCEEDINGS**




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





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





During
      the quarter ended June 30, 2006, the Company sold 66,667 shares of common stock
      for $50,000 in cash. Proceeds will be used for general corporate
      purposes.





**ITEM
      3. DEFAULTS IN SENIOR SECURITIES**





None





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





Not
      Applicable





**ITEM
      5. OTHER INFORMATION**





None.





**ITEM
      6. EXHIBITS AND REPORTS ON FORM 8-K**





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





(a)
      Exhibits





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





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




32.1
        Certificate Pursuant to 18 U.S.C Section 1350 signed by the Chief Executive Officer
 
 32.2
        Certificate Pursuant to 18 U.S.C. Section 1350 signed by the Chief Financial
        Officer







21











SIGNATURES








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











VISUALANT,
      INCORPORATED


(FORMERLY
      STARBERRYS CORPORATION)


(Registrant)








By:
      /s/ Ralph Brier


Ralph
      Brier


Chief
      Executive Officer, President, and
      Director





Date:
        August 21 , 2006

















By:
      Jerry D. Goldberg


Jerry
      D. Goldberg


Chief
      Financial Officer, and Secretary Treasurer





Date:
        August 21 , 2006


























22


1




CERTIFICATION
      PURSUANT TO


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





I,
      Ralph
      Brier, certify that:





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





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





3.
            Based
                on my knowledge, the financial statements, and other financialinformation
                included in this quarterly report, fairly present in allmaterial
                respects the financial condition, results of operations and cashflows
                of the registrant as of, and for, the periods presented in thisquarterly
                report.





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





A)
            designed
                such disclosure controls and procedures to ensure thatmaterial
                information relating to the registrant is made known to us byothers,
                particularly during the period in which this quarterly reportis
                being prepared;





B)
            evaluated
                the effectiveness of the registrant's disclosure controlsand
                procedures as of a date within 90 days prior to the filing date ofthis
                quarterly report (the "evaluation date");
                and





C)
            presented
                in this quarterly report our conclusions about theeffectiveness
                of the disclosure controls and procedures based on ourevaluation
                as of the evaluation date;





5.
            The
                registrant's other certifying officer and I have disclosed, based
                onour
                most recent evaluation, to the registrant's auditors and the auditcommittee
                of registrant's board of directors (or persons performing theequivalent
                functions):




A)
            all
                significant deficiencies in the design or operation of internalcontrols
                which could adversely affect the registrant's ability torecord,
                process, summarize and report financial data and haveidentified
                for the registrant's auditors any material weaknesses ininternal
                controls; and




B)
            any
                fraud, whether or not material, that involves management or otheremployees
                who have a significant role in the registrant's internalcontrols.





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


weaknesses.





Date:
        August 21 , 2006





/s/
      Ralph Brier


Ralph
      Brier


Chief
      Executive Officer, President and Director








23







CERTIFICATION
      PURSUANT TO


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





I,
      Jerry
      D. Goldberg, certify that:





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





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





3.
            Based
                on my knowledge, the financial statements, and other financialinformation
                included in this quarterly report, fairly present in allmaterial
                respects the financial condition, results of operations and cashflows
                of the registrant as of, and for, the periods presented in thisquarterly
                report.





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




a)
            designed
                such disclosure controls and procedures to ensure thatmaterial
                information relating to the registrant is made known to us byothers,
                particularly during the period in which this quarterly reportis
                being prepared;




b)
            evaluated
                the effectiveness of the registrant's disclosure controlsand
                procedures as of a date within 90 days prior to the filing date ofthis
                quarterly report (the "evaluation date");
                and





c)
            presented
                in this quarterly report our conclusions about theeffectiveness
                of the disclosure controls and procedures based on ourevaluation
                as of the evaluation date;





5.
            The
                registrant's other certifying officer and I have disclosed, based
                onour
                most recent evaluation, to the registrant's auditors and the auditcommittee
                of registrant's board of directors (or persons performing theequivalent
                functions):





a)
            all
                significant deficiencies in the design or operation of internalcontrols
                which could adversely affect the registrant's ability torecord,
                process, summarize and report financial data and haveidentified
                for the registrant's auditors any material weaknesses ininternal
                controls; and





b)
            any
                fraud, whether or not material, that involves management or otheremployees
                who have a significant role in the registrant's internalcontrols.





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







Date:
        August 21 , 2006





/s/ Jerry
      D. Goldberg


Jerry
      D.
      Goldberg - Chief Financial Officer and
      Secretary Treasurer








24


Exhibit
      32.1




CERTIFICATION
      PURSUANT TO


18
      U.S.C.
      SECTION 1350,


AS
      ADOPTED PURSUANT TO


SECTION
      906 OF THE SARBANES-OXLEY ACT OF 2002





In
      connection with the Quarterly Report of Visualant, Incorporated on Form 10-QSB
      for the period ended June 30, 2006, as filed with the Securities and Exchange
      Commission on the date hereof (the "Report"), I, Ralph Brier, Chief Executive
      Officer, President and Director of the Company, certify, pursuant to 18
      U.S.C.
      Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
      of
      2002, that, to the best of my knowledge and belief:





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





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







/s/
      Ralph Brier


Ralph
      Brier


Chief
      Executive Officer, President and Director





Date:
        August  21, 2006























25





Exhibit
      32.2








CERTIFICATION
      PURSUANT TO


18
      U.S.C.
      SECTION 1350,


AS
      ADOPTED PURSUANT TO


SECTION
      906 OF THE SARBANES-OXLEY ACT OF 2002











In
      connection with the Quarterly Report of Visualant, Incorporated on Form 10-QSB
      for the period ended June 30, 2006, as filed with the Securities and Exchange
      Commission on the date hereof (the "Report"), I, Jerry Goldberg, Chief Financial
      Officer and Secretary Treasurer of the Company, certify, pursuant to 18
      U.S.C.
      Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
      of
      2002, that, to the best of my knowledge and belief:





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





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








/s/
      Jerry D. Goldberg


Jerry
      D.
      Goldberg


Chief
      Financial Officer and Secretary-Treasurer





Date:
        August 21,  2006