________________________________________________________________________________

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

                                   FORM 10-QSB

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

                  For the quarterly period ended March 31, 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                          (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  March  31,  2006
--------------------------------------------------------------------------------
   Common  Stock,  $0.001 per share                      16,387,224
                                                         ==========


                                       1
<PAGE>


                                      INDEX


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

ITEM 1. Financial Statements (unaudited) .................................. 4

Balance Sheet as of March 31, 2006 and December 31, 2005 .................. 4

  Statement of Operations For the three months ended March 31, 2006
  and 2005,  and for the  period  from  October  8,  1998  (Date of
  Inception) to March 31, 2006 ............................................ 5

  Statement  of  Changes  in  Stockholders'  Equity  For the period
  October 8, 1998 (Date of Inception) to March 31, 2006 ................6 - 7

  Statement of Cash Flows For the three months ended March 31, 2006
  and  2005  and for the  period  from  October  8,  1998  (Date of
  Inception) to March 31, 2006 ............................................ 8

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

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

ITEM 3. Controls and Procedures .......................................... 20

PART 11.     OTHER INFORMATION ........................................... 21

ITEM 1.  Legal Proceedings ............................................... 21

ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds ..... 21

ITEM 3.  Defaults Upon 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


                                       2
<PAGE>


                         PART 1 - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS

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




































                                       3
<PAGE>


                             VISUALANT, INCORPORATED
                           (Development Stage Company)
                                  BALANCE SHEET
                        March 31, 2006 and March 31, 2005
<TABLE>
<CAPTION>

                                                        MARCH 31,2006  MARCH 31,2005
                                                          -----------    -----------
<S>                                                        <C>            <C>
                                     ASSETS

CURRENT ASSETS
    Cash                                                  $    45,047    $    35,947
    Accounts receivable - related party                          --             --
                                                          -----------    -----------
Total Current Assets                                           45,047         35,947
                                                          -----------    -----------
EQUIPMENT - net of accumulated depreciation                     9,846         11,168

LICENSE - net of amortization                                   6,875           --

                                                          $    61,768    $    47,115
                                                          ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

    CURRENT LIABILITIES
    Note payable - related party                          $      --             --
    Accrued interest payable - related party                     --             --
    Accounts payable - related parties                           --      $    10,053
    Accounts payable                                           44,261         29,214
                                                          -----------    -----------
         Total Current Liabilities                             44,261         39,267
                                                          -----------    -----------

STOCKHOLDERS' EQUITY (DEFICIENCY)

    Preferred stock
        50,000,000 shares authorized, at $0.001
        per share; none outstanding
    Common stock
        200,000,000 shares authorized, at  $0.001 par
        value; 16,387,224 shares issued and outstanding        16,387         14,779
    Capital in excess of par value                          3,493,666      2,397,289
    Deficit accumulated during the development stage       (3,492,546)    (2,404,220)
                                                          -----------    -----------
          Total Stockholders' Equity (Deficiency)              17,507          7,848
                                                          -----------    -----------
            TOTAL LIABILITIES & EQUITY                    $    61,768    $    47,115
                                                          ===========    ===========
</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 Months Ended March 31, 2006 and 2005 and Period
              October 8,1998 (Date of Inception) to March 31, 2006
<TABLE>
<CAPTION>
                                        Three           Three       October 8,
                                        Months         Months         1998
                                        Ended          Ended           to
                                      March 31,      March 31,      March 31,
                                        2006           2005           2006
                                    -----------    -----------    -----------
REVENUES                            $      --      $      --      $      --
                                    -----------    -----------    -----------
<S>                                   <C>             <C>           <C>
EXPENSES
    Research and development            138,732         37,822        394,611
    Administrative                      101,476         71,148      1,870,994
    Compensation-incentive option          --             --           48,000
                                    -----------    -----------    -----------

NET LOSS - before other
    Income & expenses                  (240,208)      (108,970)    (2,313,605)
OTHER INCOME AND EXPENSES
    Settlement of debt                     --             --           43,400
    Interest                               --             --         (106,255)
    Loss of deposit - note 7               --             --       (1,154,327)
                                    -----------    -----------    -----------

NET LOSS                            $  (240,208)   $  (108,970)   $(3,530,787)
                                    ===========    ===========    ===========
NET LOSS PER COMMON SHARE

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

    Basic                                16,347         14,779
                                    ===========    ===========
</TABLE>


The accompanying notes are an integral part of these financial statements




                                       5
<PAGE>

                             VISUALANT INCORPORATED
                           (Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
               For the Period October 8, 1998 (Date of Inception)
                                to March 31, 2006
<TABLE>
<CAPTION>

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

Balance September 30, 2004                         11,689,848         11,690        723,626     (2,194,010)
                                                 ============  =============  =============  =============



                                       6
<PAGE>

                             VISUALANT INCORPORATED
                           (Development Stage Company)
            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - continued
               For the Period October 8, 1998 (Date of Inception)
                                to March 31, 2006


                                                                                Capital in
                                                           Common Stock         Excess of     Accumulated
                                                     Shares         Amount      Par Value        Deficit
                                                 ------------  -------------  -------------  -------------
Issuance of common stock for cash
   at $.50 - October to December 2004                 424,000            424        211,576           --
Issuance of common stock for debt
   at $.50 -                                        2,665,502          2,665      1,330,086           --
Issuance of common stock for license
   at $.75 - April 2005                                10,000             10          7,490
Issuance of common stock for cash
   at $.75 - May and June 2005                      1,269,999          1,270        951,230           --
Issuance of common stock for services
   at $.75 - August  2005                              77,875             78         58,328           --
Issuance of common stock for cash
   at $.75 - August 2005                              170,000            170        127,330           --
Compensation - incentive stock options                   --             --           24,000           --
Net operating loss for the year ended
   ended September 30, 2005                              --             --              --        (868,643)
Balance September 30, 2005                         16,307,224       $ 16,307    $ 3,433,666   $ (3,062,653)
Issuance of common stock for cash                ============  =============  =============  =============
   at $.75 - November 2005                             80,000             80         59,920           --
Net operating loss for the quarter
   ended 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 quarter               ============  =============  =============  =============
   Ended March 31, 2006                                   --             --             --        (240,208)
Balance March 31, 2006                             16,387,224       $ 16,387    $ 3,493,656   $ (3,530,787)
                                                 ============  =============  =============  =============
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                       7
<PAGE>

                             VISUALANT, INCORPORATED
                           (Development Stage Company)
                             STATEMENT OF CASH FLOWS
        For the three months ended March 31, 2006 and 2005 and the Period
              October 8, 1998 (Date of Inception) to March 31, 2006
<TABLE>
<CAPTION>

                                                                                 Oct 8, 1998
                                                                                      to
                                                      March 31       March 31       March 31
                                                       2006           2005           2006
                                                 -------------  -------------  -------------
<S>                                                  <C>            <C>           <C>
CASH FLOWS FROM
   OPERATING ACTIVITIES

   Net loss                                        $  (240,208)   $  (210,210)   $(3,530,787)
Adjustments to reconcile net loss to net
     cash provided by operating activities

     Depreciation and amortization                        --            1,140          4,513
     Issuance of capital stock for expenses               --             --           45,456
     Changes in accounts and notes payable              58,510        (99,506)     1,570,559
     Capital contributions - expenses                     --             --           10,950
     Incentive stock options                              --           12,000         48,000
     Loss of deposit                                      --             --        1,154,327
                                                 -------------  -------------  -------------

     Net Changes in Cash from Operations              (298,718)      (296,576)      (696,982)
                                                 -------------  -------------  -------------
CASH FLOWS FROM INVESTING
   ACTIVITIES
     Purchase of equipment                                --          (12,308)       (28,008)
     Purchase of investment - deposit                     --             --       (1,154,327)
                                                          --          (12,308)    (1,182,335)
CASH FLOWS FROM FINANCING ACTIVITIES
   Capital stock subscriptions received                   --          120,000         15,000
   Net - proceeds from issuance of common  stock          --          212,000      1,957,892
                                                 -------------  -------------  -------------
   Net Changes  in Cash                               (298,718)         7,589         45,047
   Cash at Beginning of Period                         343,765         12,831           --
                                                 -------------  -------------  -------------
   Cash at End of Period                           $    45,047    $    20,420    $    45,047
                                                 =============  =============  =============
</TABLE>

   The accompanying notes are an integral part of these financial statements

                                       8
<PAGE>


                             VISUALANT INCORPORATED
                           (Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2006



1. ORGANIZATION

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

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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

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

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

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

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

                                       9
<PAGE>


                             VISUALANT INCORPORATED
                          ( Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                 March 31, 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  March  31,  2006  the  Company  had  a  net  operating  loss  available  for
carryforward of $3,530,787. The tax benefit of approximately $1,059,000 from the
loss carry forward has been fully offset by a valuation  reserve because the use
of the future tax benefit is doubtful since the Company has no  operations.  The
loss carryforward will expire in 2025.

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

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

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

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

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

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

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

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

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

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

                                       10
<PAGE>

                             VISUALANT INCORPORATED
                           (Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                 March 31, 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.















                                       11
<PAGE>

                             VISUALANT INCORPORATED
                          (A Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                 March 31, 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.

Subsequent  to March 31,  2006,  the  Company  issued  50,000  common  shares to
consultants for services to be rendered.


5. INCENTIVE STOCK OPTIONS

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

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

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

During the first two quarters of fiscal 2006,  the Company  issued stock options
to purchase  406,000 common shares at $0.75,  which 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  March 31,  2006  would  not have  been  materially
different.

                                       12
<PAGE>

                           VISUALANT INCORPORATED
                          (A Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                 March 31, 2006



6. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

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

7. CANCELLATION OF AGREEMENT TO PURCHASE SHARES OF SCI

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


8. GOING CONCERN

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

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













                                       13
<PAGE>

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

Overview

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

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

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

On  December  16,  2005 the  Company  entered  into a research  and  development
contract  with RatLab LLC, a  privately-owned  research  laboratory  in Seattle,
Washington. The contract calls for monthly payments by the Company to RatLab LLC
for an initial research Phase 1 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.

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




                                       14
<PAGE>

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

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

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

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

The  Company's  cost to  continue  operations  as  they  are  now  conducted  is
approximately  $60,000 per month,  and the Company has sufficient funds to cover
existing  operations for approximately two (2) months.  The Company will need to
raise additional  funds in order to continue its existing  operations as well as
to finance  its plans to expand its  operations  for the next year.  The Company
intends to raise the  required  funds by  obtaining  share  capital from outside
sources.  During the three months ended  December 31, 2004,  the Company  raised
$212,000 in additional  share capital  through the sale of common  shares.  From
January 2005 through  September 30, 2005, an  additional  $1,140,000  was raised
through  the sale of common  shares.  The  Company  plans to raise a minimum  of
$500,000 and a maximum of $1,300,000  through the sale of common shares in 2006.
If the Company is successful in raising additional funds, the Company's research
and development efforts will be increased.

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

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

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

                                       15
<PAGE>

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

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

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

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

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

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

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

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

                                       16
<PAGE>

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

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 March 31, 2006 of  $3,530,787.  As a result of these
losses and  negative  cash  flows  from  operations,  the  Company's  ability to
continue  operations  will be dependent  upon the  availability  of capital from
outside sources unless and until it achieves profitability.

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

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

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

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

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

The grant and exercise of stock options,  warrants or rights to be issued in the
future would likely  result in a dilution of the value of the  Company's  common
shares for all shareholders.  The Company has established a 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.

                                       17
<PAGE>

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

6. Conflict of interest

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

7. Concentration of ownership by management.

The management of the Company,  either  directly or  indirectly,  owns 1,472,500
shares.  Even though this  represents  only 9.02 % of the issued and outstanding
shares,  it might be difficult  for any one  shareholder  to solicit  sufficient
votes to replace the existing management.  Therefore,  any given shareholder may
never have a voice in the direction of the Company.

8. Key-man insurance

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

9. Limited full time employees

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

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

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

                                       18
<PAGE>

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

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

11. Recently Enacted and Proposed Regulatory Changes

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


LIQUIDITY  AND  CAPITAL  RESOURCES

Liquidity and Capital Resources

As of March 31,  2006,  the  Company  had  assets of  $61,768,  and  $44,261  in
liabilities.

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

           Expenditure                                             Amount
           ----------------------------                        ----------
           Administrative expenses
           -----------------------
           Bank charges                                               737
           Consulting fees                            i            72,245
           Legal fees                                 ii           10,000
           Office                                     iii           4,639
           Other administrative expenses                            8,780
           Accounting fees                            iv            5,075
           Research and development                   v           138,732
                                                              -----------
           Total expenses                                     $   240,208
                                                              ===========

                                       19
<PAGE>

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

     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 $10,000  were  incurred  during the  quarter.  These fees
     included  activities  related  to its legal and  other  filings,  and other
     general legal advisory services.

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

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

     v. Research and  development  fees of $138,732  were paid  according to the
     terms of an independent  contractor  agreement and remaining fees under the
     Company's prior research contracts.



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 March 31, 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 is being made.

(b)  Changes in Internal Control Over Financial Reporting
     ----------------------------------------------------

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

ITEM 8B. OTHER INFORMATION

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










                                       20
<PAGE>

PART 11. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

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

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

ITEM 3. DEFAULTS IN SENIOR SECURITIES

None

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

Not Applicable

ITEM 5. OTHER INFORMATION

None.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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

(a)        Exhibits

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

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

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

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


                                       21
<PAGE>

                                   SIGNATURES


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



                             VISUALANT, INCORPORATED
                        (FORMERLY STARBERRYS CORPORATION)
                                  (Registrant)


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

                           Date:   May 11,  2006





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

                            Date:   May 11,  2006

                                       22
<PAGE>