UNITED
        STATES
 SECURITIES
        AND EXCHANGE COMMISSION
 Washington,
        D.C. 20549
 
 **FORM
        10-QSB**
 
 (Mark
                  One)x
              
              QUARTERLY
                  REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES
                  EXCHANGE ACT OF 1934For
                  the quarterly period ended December 31, 2006.o
              
              TRANSITION
                  REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES
                  EXCHANGE ACT OF 1934For
                  the transition period from
                  ______________
 
 Commission
        file number: 0-51853
 **Face
        Print Global Solutions, Inc.**
 (Exact
        Name of Small Business Issuer as Specified in its Charter)
 
 Wyoming
              
              33-0619256(State
                  or Other Jurisdiction of Incorporation or Organization)
              
              (IRS
                  Employer Identification No.)1111
                  E. Herndon Ave., Suite 115Fresno,
                  California 93720
              
              (559)
                  436-1060(Address
                  of Principal Executive Offices)
              
              (Issuer’s
                  Telephone Number, Including Area
                  Code)
  Check
        whether the issuer: (1) has filed all reports required to be filed by Section
        13
        or 15(d) of the Exchange Act during the past 12 months (or for such shorter
        period that the issuer was required to file such reports), and (2) has been
        subject to such filing requirements for the past 90 days.
 Yes x No o
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act) o Yes x No
 
 As
        of
        February 19, 2007, the registrant had 122,337,683 shares of common stock
        outstanding.
 
 Transitional
        Small Business Disclosure Format: o Yes x No
  
 
   
  
 
 INDEXPagePART
                  I.
              FINANCIAL
                  INFORMATIONItem
                  1.
              Financial
                  Statements
              3Item
                  2.
              Management’s
                  Discussion and Analysis or Plan of Operation
              16Item
                  3.
              Controls
                  and Procedures
              18PART
                  II.
              OTHER
                  INFORMATIONItem
                  1.
              Legal
                  Proceedings
              19Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              19Item
                  3.
              Default
                  Upon Senior Securities
              20Item
                  6.
              Exhibits
              20SIGNATURE
                  PAGE
              21CERTIFICATIONS
  
 
 
   
  
  **FACE
        PRINT GLOBAL SOLUTIONS, INC.**
 **AND
        SUBSIDIARY**
 
 **UNAUDITED
        CONDENSED CONSOLIDATED**
 **FINANCIAL
        STATEMENTS**
 
 **December
        31, 2006**
 
  
 
  
   **FACE
        PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY**
 
 **CONTENTS**
 
 **PAGE**—
              Condensed
                  Consolidated Balance Sheets, December 31, 2006 (unaudited) and
                  March 31,
                  2006 (audited)
              1—
              Unaudited
                  Condensed Consolidated Statements of Operations, for the three
                  and nine
                  months ended December 31, 2006 and 2005
              2—
              Unaudited
                  Condensed Consolidated Statements of Cash Flows, for the nine months
                  ended
                  December 31, 2006 and 2005
              3-4—
              Notes
                  to Unaudited Condensed Consolidated Financial Statements
              5
                  -
                  15
   
 **FACE
        PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY**
 **UNAUDITED
        CONDENSED CONSOLIDATED BALANCE SHEET**
   December
                  31,
              
              March
                  31,2006
              
              2006**ASSETS**
              
              (unaudited)
              
              (audited)**CURRENT
                  ASSETS:**Cash
              
              $
              2,014
              
              $
              906Prepaid
                  legal fees
              
              
              1,082
              
              
              -Total
                  Current Assets
              
              
              3,096
              
              
              906**PROPERTY
                  AND EQUIPMENT,**net
              
              
              5,985
              
              
              8,040Total
                  Assets
              
              $
              9,081
              
              $
              8,946**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY (DEFICIT)****CURRENT
                  LIABILITIES:**Bank
                  overdraft
              
              $
              -
              
              $
              733Note
                  payable - related party
              
              
              10,000
              
              
              -Convertible
                  notes payable****-
                  related party(net
                  of discount $203,119 and $16,470 respectively)
              
              
              462,631
              
              
              354,280Accounts
                  payable
              
              
              304,074
              
              
              153,167Accrued
                  expenses
              
              
              1,919,578
              
              
              1,184,185Advance
                  from related party
              
              
              127,616
              
              
              174,279Accrued
                  payroll
              
              
              302,813
              
              
              69,000Accrued
                  interest
              
              
              112,207
              
              
              69,086Total
                  Current Liabilities
              
              
              3,238,919
              
              
              2,004,730Total
                  Liabilities
              
              
              3,238,919
              
              
              2,004,730
 **STOCKHOLDERS'
                  EQUITY (DEFICIT):**Common
                  stock, no par value, unlimited number of shares authorized 103,591,128
                  and
                  75,654,711 shares issued and outstanding
              
              
              13,476,374
              
              
              9,025,014Additional
                  paid in capital
              
              
              7,066,117
              
              
              6,794,713Retained
                  earnings (deficit)
              
              
              (23,698,729
              )
              
              (17,741,911
              )(3,156,238
              )
              
              (1,922,184
              )Less:
                  Treasury stock
              
              
              (44,850
              )
              
              (44,850
              )Less:
                  Stock subscription receivable
              
              
              (28,750
              )
              
              (28,750
              )Total
                  Stockholders' Equity (Deficit)
              
              
              (3,229,838
              )
              
              (1,995,784
              )$
              9,081
              
              $
              8,946
 Note:
        The
        balance sheet at March 31, 2006 was taken from the audited financial statements
        at that date and condensed.
 
 The
        accompanying notes are an integral part of these unaudited condensed
        consolidated financial statements.
  
 -1-
 **FACE
        PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY**
 **UNAUDITED
        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS**
  For
                  the Three Months
              
              For
                  the Nine MonthsEnded
                  December 31,
              
              Ended
                  December 31,2006
              
              2005
              
              2006
              
              2005**REVENUE**
              
              $
              -
              
              $
              65
              
              $
              -
              
              $
              253**COST
                  OF GOODS SOLD**
              
              
              -
              
              
              1,722
              
              
              -
              
              
              4,546**GROSS
                  PROFIT (LOSS)**
              
              
              -
              
              
              (1,657
              )
              
              -
              
              
              (4,293
              )**EXPENSES:**Selling
              
              
              -
              
              
              805
              
              
              4,647
              
              
              6,610General
                  and administrative
              
              
              405,502
              
              
              455,208
              
              
              5,830,445
              
              
              8,207,556Total
                  Expenses
              
              
              405,502
              
              
              456,013
              
              
              5,835,092
              
              
              8,214,166**LOSS
                  BEFORE OTHER INCOME (EXPENSE)**
              
              
              (405,502
              )
              
              (457,670
              )
              
              (5,835,092
              )
              
              (8,218,459
              )**OTHER
                  INCOME (EXPENSE):**Interest
                  expense
              
              
              (54,051
              )
              
              (13,245
              )
              
              (121,726
              )
              
              (34,618
              )**LOSS
                  BEFORE INCOME TAXES**
              
              
              (459,553
              )
              
              (470,915
              )
              
              (5,956,818
              )
              
              (8,253,077
              )**CURRENT
                  TAX EXPENSE**
              
              
              -
              
              
              -
              
              
              -
              
              
              -**DEFERRED
                  TAX EXPENSE**
              
              
              -
              
              
              -
              
              
              -
              
              
              -**LOSS
                  FROM CONTINUING OPERATIONS**
              
              $
              (459,553
              )
              $
              (470,915
              )
              $
              (5,956,818
              )
              $
              (8,253,077
              )**DISCONTINUED
                  OPERATIONS:**Loss
                  from operations of discontinued business (net of $0 in income
                  taxes)
              
              
              -
              
              
              -
              
              
              -
              
              
              (66,428
              )Gain
                  (loss) on disposal of discontinued operations (net of $0 in income
                  taxes)
              
              
              -
              
              
              -
              
              
              -
              
              
              (415
              )**LOSS
                  FROM DISCONTINUED OPERATIONS**
              
              
              -
              
              
              -
              
              
              -
              
              
              (66,843
              )**NET
                  LOSS**
              
              $
              (459,553
              )
              $
              (470,915
              )
              $
              (5,956,818
              )
              $
              (8,319,920
              )**LOSS
                  PER COMMON SHARE**Continuing
                  operations
              
              $
              (.01
              )
              $
              (.01
              )
              $
              (.07
              )
              $
              (.14
              )Operations
                  of discontinued business
              
              $
              (.00
              )
              $
              (.00
              )
              $
              (.00
              )
              $
              (.00
              )Gain
                  (loss) on disposal of discontinued operations
              
              $
              (.00
              )
              $
              (.00
              )
              $
              (.00
              )
              $
              (.00
              )**LOSS
                  PER COMMON SHARE**
              
              $
              (.01
              )
              $
              (.01
              )
              $
              (.07
              )
              $
              (.14
              )
  The
        accompanying notes are an integral part of these unaudited condensed
        consolidated financial statements.
  
 -2-
   **FACE
        PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY**
 
 **UNAUDITED
        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS**
 
 For
                  the Nine MonthsEnded
                  December 31,2006
              
              2005**Cash
                  Flows from Operating Activities:**Net
                  loss
              
              $
              (5,956,818
              )
              $
              (8,319,920
              )Adjustments
                  to reconcile net loss to net cash used by operating
                  activities:Depreciation
                  and amortization
              
              
              4,742
              
              
              4,880Amortization
                  of discount
              
              
              78,565
              
              
              10,382Non-cash
                  services for stock and warrants
              
              
              4,446,553
              
              
              6,915,645Net
                  changes to:Prepaid
                  expenses
              
              
              (1,082
              )
              
              -Accounts
                  payable
              
              
              150,907
              
              
              52,195Accrued
                  expenses
              
              
              735,393
              
              
              636,675Accrued
                  payroll-officers
              
              
              233,813
              
              
              141,000Accrued
                  interest
              
              
              43,121
              
              
              24,221Net
                  Cash (Used) by Operating Activities
              
              
              (264,806
              )
              
              (534,922
              )**Cash
                  Flows from Investing Activities**Purchase
                  of property and equipment
              
              
              (2,687
              )
              
              -Net
                  Cash (Used) by Investing Activities
              
              
              (2,687
              )
              
              -**Cash
                  Flows from Financing Activities:**Bank
                  overdraft
              
              
              (733
              )
              
              (1,906
              )Increase
                  in advances from related party
              
              
              248,334
              
              
              156,679Proceeds
                  from issuance of common stock
              
              
              1,000
              
              
              109,249Purchase
                  of treasury stock
              
              
              -
              
              
              (64,850
              )Proceeds
                  from issuance of notes payable
              
              
              20,000
              
              
              335,750Net
                  Cash Provided by Financing Activities
              
              
              268,601
              
              
              534,922**Net
                  Increase in Cash**
              
              
              1,108
              
              
              -**Cash
                  at Beginning of Period**
              
              
              906
              
              
              -**Cash
                  at End of Period**
              
              $
              2,014
              
              $
              -**Supplemental
                  Disclosures of Cash Flow Information:**Cash
                  paid during the period for:Interest
              
              $
              7
              
              $
              -Income
                  taxes
              
              $
              -
              
              $
              -
  The
        accompanying notes are an integral part of these unaudited condensed
        consolidated financial statements.
   -3-
 **FACE
        PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY**
 **UNAUDITED
        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS**
 **[**  ***Continued***  **]**
 
 **Supplemental
        Schedule of Non-cash Investing and Financing Activities:**
 During
        the nine months ended December 31, 2006:
 
 The
        Company issued 16,808,808 shares of common stock for services valued at
        $4,202,202 or approximately $.25 per share.
 
 The
        Company issued 233,805 shares of common stock for services valued at $17,068
        or
        approximately $.07 per share.
 
 The
        Company issued 447,859 shares of common stock for services valued at $22,369
        or
        approximately $.05 per share.
 
 The
        Company issued 9,936,045 shares of common stock for services valued at $198,721
        or approximately $.02 per share.
 
 The
        Company converted $295,000 of advances to convertible debentures.
 
 The
        Company, in connection with the issuance of $295,000 in convertible debentures,
        issued 2,458,333 warrants to purchase common stock. The Company allocated
        proceeds of $255,218, or approximately $.10 per share to the
        warrants.
  During
        the nine months ended December 31, 2006, a
        convertible debenture in the amount of $10,000 was converted to 500,000 shares
        of common stock.
  During
        the period ended December 31, 2006, the Company extended the exercise period
        of
        certain warrants an additional four months. This resulted in an additional
        expense of $6,192.
 
 During
        the six months ended September 30, 2006, in connection with the issuance
        of
        $10,000 in convertible debentures, issued 250,000 warrants to purchase common
        stock and allocated proceeds of $10,000 to the warrants.  A corresponding
        discount of $10,000 was recorded for the convertible debenture.
  During
        the nine months ended December 31, 2005:
 
 The
        Company issued a total of 21,870,000 shares of common stock for services
        valued
        at $5,467,500 or approximately $.25 per share.
 
 The
        Company issued 5,625,000 warrants to purchase common stock for services
        rendered. The warrants were recorded at $1,361,761 for approximately $.24
        per
        share.
 
 The
        Company issued 1,075,555 warrants to purchase common stock for a reduction
        of
        accrued debt. valued at $143,000 and for services of $72,194, or approximately
        $.20 per share.
 
 In
        connection with the issuance of $335,750 in convertible debentures, the Company
        issued 167,875 warrants to purchase common stock and allocated proceeds received
        of approximately $.16 per share to the warrants. A corresponding discount
        of
        $27,334 was recorded for the convertible debentures.
 
 The
        Company transferred 100,000 shares of its treasury stock for reduction of
        debt
        valued at $5,810 and for services of $14,190 or approximately $.20 per
        share.
 
 The
        Company issued 1,000,000 shares of common stock in exchange for $100,000
        of
        advances from related parties, valued at $.10 per share.
 
 The
        Company issued 250,000 warrants in exchange for $50,000 of advances from
        related
        parties, valued at $.20 per share.
 
 During
        the nine months ended December 31, 2005, an officer of the Company forgave
        accrued payroll totaling $60,000. Due to the related nature of the debt
        forgiveness, the Company recorded the forgiveness as a capital
        contribution.
 
 The
        accompanying notes are an integral part of these unaudited condensed
        consolidated financial statements.
  -4-
  **FACE
        PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY**
  **NOTES
        TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 
 **NOTE
        1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 **Organization
        -** Face
        Print Global Solutions, Inc. (“Parent”) was organized under the laws of the
        State of Wyoming on November 12, 1999 as Dostuk Holdings, Inc. Parent had
        been
        inactive since its inception. In March 2003, Parent changed its name to Face
        Print Global Solutions, Inc.
 
 FacePrint
        Global Solutions, Inc. (“Subsidiary”) was organized under the laws of the State
        of California on January 30, 2003. On March 31, 2003, Parent acquired Subsidiary
        pursuant to an Agreement and Plan of Reorganization signed March 17, 2003.
        The
        agreement called for Parent to issue 24,070,000 shares of its common stock
        to
        the former shareholders of Subsidiary for all 24,070,000 outstanding shares
        of
        Subsidiary’s common stock wherein Subsidiary became a wholly-owned subsidiary of
        Parent. The acquisition has been accounted for as a recapitalization of
        Subsidiary in a manner similar to a reverse purchase. Accordingly, the equity
        transactions have been restated to reflect the recapitalization of Subsidiary
        and the operations of Parent prior to the date of acquisition have been
        eliminated. The financial statements reflect the operations of Subsidiary
        from
        its inception.
 
 Face
        Print Global Solutions, Inc., and Subsidiary, (the “Company”) plans to develop
        and market facial recognition software. The Company also marketed playing
        cards
        printed with custom faces. The Company has, at the present time, not paid
        any
        dividends and any dividends that may be paid in the future will depend upon
        the
        financial requirements of the Company and other relevant factors.
 
 **Consolidation
        -** The
        consolidated financial statements include the accounts of Parent and its
        wholly-owned Subsidiary. All significant intercompany transactions have been
        eliminated in consolidation.
 
 **Condensed
        Financial Statements** - The
        accompanying financial statements have been prepared by the Company without
        audit. In the opinion of management, all adjustments (which include only
        normal
        recurring adjustments) necessary to present fairly the financial position,
        results of operations and cash flows at December 31, 2006 and 2005 and for
        the
        periods then ended have been made.
  Certain
        information and footnote disclosures normally included in financial statements
        prepared in accordance with accounting principles generally accepted in the
        United States of America have been condensed or omitted. It is suggested
        that
        these condensed financial statements be read in conjunction with the financial
        statements and notes thereto included in the Company’s March 31, 2006 audited
        financial statements. The results of operations for the periods ended December
        31, 2006 and 2005 are not necessarily indicative of the operating results
        for
        the full year.
 
 -5-
 
 **FACE
        PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY**
 
 **NOTES
        TO UNAUDITEDCONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 
 **NOTE
        2 - PROPERTY AND EQUIPMENT**
 
 Property
        and equipment consist of the following at:
  December
                  31,
              
              March
                  31,2006
              
              2006Office
                  furniture and equipment
              
              $
              20,066
              
              $
              17,378Website
              
              
              6,222
              
              
              6,22226,288
              
              
              23,600Less:
                  Accumulated depreciation
              
              
              (20,303
              )
              
              (15,560
              )Net
                  Property and Equipment
              
              $
              5,985
              
              $
              8,040
  Depreciation
        expense for the nine months ended December 31, 2006 and 2005 was $4,742 and
        $4,880, respectively.
  **NOTE
        3 - CONVERTIBLE NOTES PAYABLE**
 
 December
                  31,
              
              March
                  31,2006
              
              2006The
                  Company issued a $5,000 convertible note payable to Julie Kemp.
                  The note
                  accrues interest at 10% per annum, is due January 2007 and is convertible
                  into common stock at $.50 per share, net of discounts of $0 and
                  $199,
                  respectively
              
              $
              5,000
              
              $
              4,801The
                  Company issued a $20,000 convertible note payable to Michel Carrier.
                  The
                  note accrues interest at 10% per annum, is due January 2007 and
                  is
                  convertible into common stock at $.50 per share, net of discounts
                  of $0
                  and $797, respectively
              
              
              20,000
              
              
              19,203The
                  Company issued a $10,000 convertible note payable to Manon Pardis.
                  The
                  note accrues interest at 10% per annum, is due January 2007 and
                  is
                  convertible into common stock at $.50 per share, net of discounts
                  of $0
                  and $470, respectively
              
              
              10,000
              
              
              9,530The
                  Company issued a $200,000 convertible note payable to Gestion Lamvic.
                  The
                  note accrues interest at 10% per annum, is due May 2007 and is
                  convertible
                  into common stock at $.50 per share, net of discounts of $2,686
                  and
                  $8,730, respectively
              
              
              197,314
              
              
              191,270
   -6-
 
 **FACE
        PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY**
 
 **NOTES
        TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
  **NOTE
        3 - CONVERTIBLE NOTES PAYABLE [C** ***ontinued***  **]**
 
 December
                  31,
              
              March
                  31,2006
              
              2006The
                  Company issued a $125,000 convertible note payable to 1451063 Ontario.
                  The
                  note accrues interest at 10% per annum, is due May 2007 and is
                  convertible
                  into common stock at $.50 per share, net of discounts of $1,679
                  and
                  $5,456, respectively
              
              
              123,321
              
              
              119,544The
                  Company issued a $10,000 convertible note payable to Jean Houle.
                  The note
                  accrues interest at 10% per annum, is due September 2008 and are
                  convertible into common stock at $.02 per share, net of discounts
                  of
                  $8,907 and $754, respectively
              
              
              1,093
              
              
              9,246The
                  Company issued a $750 convertible note payable to Dean Hash. The
                  note
                  accrues interest at 10% per annum, is due October 10, 2007 and
                  is
                  convertible into warrants at $.50 per share, net of discounts of
                  $33 and
                  $64, respectively
              
              
              717
              
              
              686The
                  Company issued a $255,000 convertible note payable to Pierre Cote.
                  The
                  note accrues interest at 10% per annum, is due June 26, 2008 and
                  is
                  convertible to warrants at $.12 per share or stock at $.06 per
                  share, net
                  of discounts of $164,078 and $0, respectively
              
              
              90,922
              
              
              -The
                  Company issued a $40,000 convertible note payable to Piyada Cote.
                  The note
                  accrues interest at 10% per annum, is due June 26, 2008 and is
                  convertible
                  to warrants at $.12 per share or stock at $.06 per share, net of
                  discounts
                  of $25,736 and $0, respectively
              
              
              14,264
              
              
              -462,631
              
              
              354,280Less:
                  current portion
              
              
              462,631
              
              
              354,280Net
                  Convertible Notes Payable, long-term
              
              $
              -
              
              $
              -
  Amortization
        of discount for the nine months ended December 31, 2006 and 2005 was $78,979
        and
        $10,382, respectively.
 
  -7-
 **FACE
        PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY**
 
 **NOTES
        TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 
 **NOTE
        4 - CAPITAL STOCK**
 
 **Common
        Stock -** The
        Company has authorized an unlimited number of shares of no par value common
        stock.
 
 During
        the nine months ended December 31, 2006, 10,000 shares of common stock were
        issued upon exercise of warrants at $.10 per share for $1,000.
 
 During
        the nine months ended December 31, 2006, the Company issued 16,352,498 shares
        of
        common stock for services valued at $4,088,123 or, approximately $.25 per
        share.
 
 During
        the nine months ended December 31, 2006 the Company issued 456,310 shares
        of
        common stock for services valued at $114,078 or approximately $.25 per
        share.
 
 During
        the nine months ended December 31, 2006 the Company, in connection with the
        issuance of $295,000 in convertible debentures, issued 2,458,333 warrants
        to
        purchase common stock. The Company allocated proceeds of $255,218, or
        approximately $.10 per share to the warrants.
 
 During
        the nine months ended December 31, 2006 the Company issued 447,859 shares
        of
        common stock for services valued at $22,369 or approximately $.049 per
        shares.
 
 During
        the nine months ended December 31, 2006 the Company issued 233,805 shares
        of
        common stock for services valued at $17,068 or approximately $.073 per
        share.
 
 During
        the nine months ended December 31, 2006, the Company extended the exercise
        period of certain warrants an additional four months. This resulted in an
        additional expense of $6,192.
 
 During
        the nine months ended December 31, 2006 the Company, in connection with the
        issuance of $10,000 in convertible debentures, issued 250,000 warrants to
        purchase common stock. The Company allocated proceeds of $10,000 or $.04
        per
        share to the warrants.
 
 During
        the nine months ended December 31, 2006 the Company issued 385,000 shares
        of
        common stock for services in connection to employment and consulting agreements,
        valued at $7,700, or approximately $.02 per share.
 
 During
        the nine months ended December 31, 2006 the Company issued 500,000 free trading
        shares of common stock for consulting services valued at $10,000.00 or
        approximately $0.02 per share.
 
 During
        the nine months ended December 31, 2006 the Company issued 225,000 free trading
        shares of common stock in connection to an employment agreement, valued at
        $6,750.00 or approximately $0.03 per share.
 
 During
        the nine months ended December 31, 2006 a $10,000 convertible note payable
        was
        converted into 500,000 shares of common stock.
 
 During
        the nine months ended December 31, 2006 the Company issued 350,000 free trading
        shares of common stock in connection to an employment agreement, valued at
        $5,250.00 or approximately $0.015 per share.
    -8-
 **FACE
        PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY**
 
 **NOTES
        TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 
 **NOTE
        4 - CAPITAL STOCK [** ***Continued*** **]**
 
 During
        the nine months ended December 31, 2006 the Company issued 3,615,000 free
        trading shares of common stock for consulting services valued at $43,380.00
        or
        approximately $0.012 per share.
 
 During
        the nine months ended December 31, 2006 the Company issued 310,000 free trading
        shares of common stock for consulting services, valued at $4,650.00 or
        approximately $0.015 per share.
 
 During
        the nine months ended December 31, 2006 the Company issued 575,000 free trading
        shares of common stock in connection to employment agreement, valued at
        $6,900.00 or approximately $0.012 per share.
 
 During
        the nine months ended December 31, 2006 the Company issued 3,976,045 free
        trading shares of common stock for consulting services valued at $39,760.45
        or
        approximately $0.01 per share.
 
 A
        summary
        of the status of the warrants granted at December 31, 2006 and March 31,
        2006
        and changes during the periods then ended is presented below.
 For
                  the Nine Months
              
              For
                  the Year EndedEnded
                  December 31, 2006
              
              March
                  31, 2006Shares
              
              Weighted
                  Average Exercise Price
              
              Shares
              
              Weighted
                  Average Exercise PriceOutstanding
                  at beginning of period
              
              
              4,986,884
              
              
              .23
              
              
              17,843,954
              
              $
              .06Granted
              
              
              2,708,333
              
              
              .11
              
              
              8,585,930
              
              
              .05Exercised
              
              
              10,000
              
              
              .001
              
              
              10,555,000
              
              
              .01Forfeited
              
              
              -
              
              
              -
              
              
              10,888,000
              
              
              .02Expired
              
              
              688,000
              
              
              .50
              
              
              -
              
              
              -Outstanding
                  at end of period
              
              
              6,997,217
              
              $
              .23
              
              
              4,986,884
              
              $
              .
                  23Weighted
                  average fair value ofoptions
                  granted during the period
              
              
              2,708,333
              
              $
              .11
              
              
              8,585,930
              
              $
              .05
  The
        fair
        value of each warrant granted is estimated on the date granted using the
        Black-Scholes pricing model, with the following assumptions used for the
        grants
        during fiscal 2006: risk-free interest rate of 2.8%, expected dividend yield
        of
        zero, expected lives of 2 years and expected volatility between 190% and
        248%.
        The following assumptions were used for options granted during fiscal 2007:
        risk-free interest rate of between 4.18% and 5.10%, expected dividend yield
        of
        zero, expected lives of 5 years and expected volatility of 221%.
  
  -9-
 **FACE
        PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY**
 
 **NOTES
        TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 
 **NOTE
        4 - CAPITAL STOCK [** ***Continued*** **]**
 
 A
        summary
        of the status of the warrants outstanding at December 31, 2006 is presented
        below:
 
 Warrants
                  Outstanding
              
              Warrants
                  ExercisableRange
                  of
                Exercise
                  Prices
              
              Number
                Outstanding
              
              Weighted-Average
                Remaining
                  Contractual Life
              
              Weighted-Average
                Exercise
                  Price
              
              Number
                Exercisable
              
              Weighted-Average
                Exercise
                  Price$
              .001
              
              
              125,000
              
              
              0.2
                  years
              
              $
              .001
              
              
              125,000
              
              $
              .001.05
              
              
              2,956,668
              
              
              3.3
                  years
              
              
              .05
              
              
              2,956,668
              
              
              .05.10
              
              
              250,000
              
              
              3.5
                  years
              
              
              .10
              
              
              250,000
              
              
              .10.12
              
              
              2,458,333
              
              
              4.5
                  years
              
              
              .12
              
              
              2,458,333
              
              
              .12.20
              
              
              325,000
              
              
              4.0
                  years
              
              
              .20
              
              
              325,000
              
              
              .20.40
              
              
              87,500
              
              
              3.8
                  years
              
              
              .40
              
              
              87,500
              
              
              .40.04
              
              
              250,000
              
              
              2.0
                  years
              
              
              .04
              
              
              250,000
              
              
              .041.00
              
              
              544,716
              
              
              2.0
                  years
              
              
              1.00
              
              
              544,716
              
              
              1.00$
              .001
                  - 1.00
              
              
              6,997,217
              
              
              3.5
                  years
              
              $
              .16
              
              
              6,997,217
              
              $
              .16
 
 In
        January of 2006, the Board of Directors voted and approved a stock incentive
        plan (the 2006 Plan). The 2006 Plan provided for the grant of both incentive
        and
        non-qualified options to purchase up to 3,000,000 shares of the Company’s common
        stock. The incentive stock options were granted only to employees, including
        officers of the Company, while non-qualified stock options were granted to
        employees, non-employee officers and directors, consultants, vendors, customers
        and others expected to provide significant services to the Company. The exercise
        price of the stock options at $0.10 was not less than the fair market value
        of
        the underlying stock at the date of the grant. At December 31,
        2006 2,595,621 options were granted.
 
 **NOTE
        5 - INCOME TAXES**
 
 The
        Company accounts for income taxes in accordance with Statement of Financial
        Accounting Standards No. 109. SFAS No. 109 requires the Company to provide
        a net
        deferred tax asset or liability equal to the expected future tax benefit
        or
        expense of temporary reporting differences between book and tax accounting
        and
        any available operating loss or tax credit carryforwards. The Company has
        an
        approximate net operating loss carryforward of $17,816,000 which expires
        in
        various years through 2027 and an approximate capital loss carryforward of
        $67,000 which expires in the year 2011.
 
 Deferred
        tax assets are comprised of the following:
  **December
                  31,**
              
              **March
                  31,****2006**
              
              **2006****Deferred
                  tax assets:**Excess
                  of tax over book basis of fixed assets
              
              $
              1,126
              
              $
              383Net
                  operating loss carryforward
              
              
              4,010,466
              
              
              2,669,736Capital
                  loss carryforward
              
              
              15,046
              
              
              15,046Accrued
                  compensation
              
              
              68,163
              
              
              15,532Less
                  valuation allowance
              
              
              (4,094,801
              )
              
              (2,700,697
              )$
              -
              
              $
              -
   -10-
 
 **FACE
        PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY**
 
 **NOTES
        TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 
 **NOTE
        5 - INCOME TAXES**  **[**  ***Continued***  **]**
 
 The
        Company had no deferred tax liabilities at December 31, 2006 and 2005. The
        amount and ultimate realization of the benefits from the deferred tax assets
        for
        income tax purposes is dependent, in part, upon the tax laws in effect, the
        Company’s future earnings, and other future events, the effects of which cannot
        be determined. At December 31, 2006, the Company has recorded a valuation
        allowance of $4,094,801 to fully offset the deferred tax asset resulting
        in an
        increase in the valuation allowance of $165,698.
 
 The
        reconciliation of the provision (benefit) for income taxes computed at the
        U.S.
        federal statutory tax rate to the Company’s effective tax rate for the periods
        ended December 31, 2006 and 2005 is as follows:
 
 **December
                  31,****2006**
              
              **2005**Federal
                  provision (benefit) at statutory rate
              
              
              15.00
              %
              
              15.00
              %State
                  income tax
              
              
              7.51
              %
              
              7.51
              %Change
                  in valuation allowance
              
              
              (16.96
              )%
              
              (7.94
              )%Nondeductible
                  compensation
              
              
              (5.50
              )%
              
              (14.30
              )%Other
              
              
              (.05
              )%
              
              (.27
              )%Effective
                  tax rate
              
              
              —
              
              
              —
 
 **NOTE
        6 - RELATED PARTY TRANSACTIONS**
 
 **Advances
        from Related Party -** Officers
        and shareholders of the Company have made payments on behalf of the Company
        and
        cash advances to the Company totaling $248,334 during the nine months ended
        December 31, 2006. Advances of $295,000 were converted into convertible notes
        payable and warrants during the nine months ended December 31,
        2006.
 
 **Management
        Compensation -** As of
        December 31, 2006, the Company has accrued salary owed to officers/shareholders
        of the Company of $302,813. Salary expense to the officers/shareholders for
        the
        nine months ended December 31, 2006 and 2005 amounted to cash payments of
        $174,704 and $90,000, respectively. The Company also issued 0 and 1,575,555
        warrants valued at $0 and $312,644, and also issued 5,835,000 and
        22,700,000 shares of common stock valued at $1,211,500 and $5,675,000,
        respectively, as compensation to officers/shareholders during the nine months
        ended December 31, 2006.
 
 **NOTE
        7 - NOTE PAYABLE - RELATED PARTY**
 
 In
        November 2006, the Company entered into a note payable with a related party
        in
        the amount of $10,000 at 10% interest per annum. The note payable is with
        a
        director of the Company. The note is due on demand, and reflected as a current
        liability in the condensed consolidated balance sheet at December 31,
        2006.
 
  -11-
 **FACE
        PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY**
 
 **NOTES
        TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 
 **NOTE
        8 - GOING CONCERN**
 
 The
        accompanying financial statements have been prepared in conformity with
        accounting principles generally accepted in the United States of America,
        which
        contemplate continuation of the Company as a going concern. However, the
        Company
        has incurred significant losses in recent years and has a stockholders’ deficit.
        Further, the Company has current liabilities in excess of current assets.
        These
        factors raise substantial doubt about the ability of the Company to continue
        as
        a going concern. In this regard, management is proposing to raise any necessary
        additional funds not provided by operations through loans or through additional
        sales of their common stock. There is no assurance that the Company will
        be
        successful in raising this additional capital or in achieving profitable
        operations. The financial statements do not include any adjustments that
        might
        result from the outcome of these uncertainties.
 
 **NOTE
        9 - LOSS PER SHARE**
 
 The
        following data shows the amounts used in computing loss per share:
 For
                  the Three Months
              
              For
                  the Nine MonthsEnded
                  December 31,
              
              Ended
                  December 31,2006
              
              2005
              
              2006
              
              2005Loss
                  from continuing operations (numerator)
              
              $
              (459,553)
              )
              $
              (470,915
              )
              $
              (5,956,818)
              )
              $
              (8,253,077)
              )Loss
                  from discontinued operations (numerator)
              
              
              -
              
              
              -
              
              
              -
              
              
              (66,428)
              )Gain(loss)
                  on disposal of discontinued operations (numerator)
              
              
              -
              
              
              -
              
              
              -
              
              
              (415)
              )Loss
                  Available to common shareholders (numerator)
              
              $
              (459,553)
              )
              $
              (470,915
              )
              $
              (5,956,818)
              )
              $
              (8,319,920)
              )Weighted
                  average number of common shares outstanding used in loss per share
                  for the
                  period (denominator)
              
              
              99,804,845
              
              
              64,881,326
              
              
              87,321,418
              
              
              57,628,535
 
 At
        December 31, 2006, the Company had outstanding warrants and notes payable
        convertible into shares of common stock, which were not used in the computation
        of loss per share because their effect would be anti-dilutive. Dilutive loss
        per
        share was not presented, as the Company had no common stock equivalent shares
        for all periods presented that would affect the computation of diluted loss
        per
        share.
 
 **NOTE
        10 - COMMITMENTS AND CONTINGENCIES**
 
 **Investors
        Relations Agreement -** In
        February 2005, the Company signed an investors’ relations agreement with CCG
        Investor Relations for investor relations services. The agreement calls for
        the
        Company to pay a retainer of $6,000 per month. In addition, the Company will
        also issue 50,000 shares of common stock each month under the agreement.
        The
        term of this agreement shall be for the period March 1, 2005 through August
        31,
        2005 and continuing on a month-to-month basis thereafter unless terminated
        by
        either party by providing a thirty-day written notice. This agreement was
        terminated in May 2005.
 
 In
        August
        2005, the Company signed an investors’ relations agreement with Wall Streets
        Inside Reporter, Inc. for consulting services. The agreement calls for the
        Company to issue 500,000 shares of free trading common stock and 1,000,000
        shares of restricted common stock. The term of this agreement shall be for
        six
        months beginning on August 22, 2005 unless terminated by either party. This
        agreement was terminated in September 2005.
 
  -12-
  **FACE
        PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY**
 
 **NOTES
        TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 
 **NOTE 10
        - COMMITMENTS AND CONTINGENCIES [**  ***Continued***  **]**
 
 In
        August
        2005, the Company signed a consulting agreement with an individual for
        consulting services. The agreement calls for the Company to issue 500,000
        shares
        of free trading common stock. The term of this agreement shall be for six
        months
        beginning on August 15, 2005.
 
 In
        September 2005, the Company signed an investors’ relations agreement with KBM
        Consulting, Inc. for investor relations services. The agreement calls for
        the
        Company to issue 3,000,000 shares of common stock. This agreement was
        subsequently terminated on January 10, 2006.
 
 **Public
        Relations -** In March
        2005, the Company signed an investors relations' agreement with Coffin Partners
        for investor relations services.  Coffin Partners prepared a public
        relations plan for the Company and advised the management on investor relations.
        The services were valued at $12,500 and paid in shares at a rate of $0.25
        per
        share for 50,000 shares. These securities were issued in reliance upon an
        exemption from registration pursuant to Section 4(2) of the Securities Act
        of
        1933. The term of this agreement was for the period March 1, 2005 through
        April
        30, 2005.
 
 **Communications
        and press releases -** In March
        2005, the Company signed an agreement with FSI Media for communication services.
         The agreement calls for the Company to pay a retainer of $2,500 per month.
        The Company also issued 50,000 shares of common stock to Frederic Serre in
        connection with his consulting agreement. Mr. Serre worked as VP of
        Communications for the Company and wrote press releases and communication
        documents. The services were valued at $12,500 and paid in shares at a rate
        of
        $0.25 per share. The issuance of March 16, 2005 constituted a signing bonus
        as
        stated in the consulting agreement. These securities were issued in reliance
        upon an exemption from registration pursuant to Section 4(2) of the Securities
        Act of 1933. The agreement ended in May 2006.
 
 **Business
        Development Agreement -** In
        January 2005, the Company signed a three year agreement with Gestion Académac
        Inc. for business development services. The agreement calls for the Company
        to
        pay a fee of $11,000 per month. For the three years commitment to participate
        in
        the structuring and organization of the business operations of the Company,
        Consultant has been awarded a 5 year warrant to buy 7,000,000 shares of the
        capital of the Company at a price of $0.001 per share. The Company has also
        agreed to issue to the Consultant 5 year warrants to buy 3,000,000 common
        shares
        at a price of $0.001 per share: each warrant will be for 250,000 shares.
        The
        first such warrant has been issued on January 10, 2005, the date of this
        agreement, and the remaining warrants will be issued at the end of each quarter
        for a total of 11 successive quarters.
 
 **R&D
        Agreement -** In May
        2005, the Company signed a three year agreement with Gestion Renaud Nadeau
        Inc.
        for R&D services. The agreement calls for the Company to pay a fee of $4,000
        per month. For the three years commitment to participate in the development
        of
        the Company, Consultant is entitled to receive a 5 year warrant to buy 3,600,000
        shares of the capital of the Company at a price of $0.001 per share. A first
        warrant of 500,000 shares has been issued upon execution of the agreement.
        Warrants for the remaining 3,100,000 shares will be issued monthly for the
        next
        31 months at a rate of 100,000 shares per month. The Company has agreed to
        issue
        to the Consultant 5 year warrants to buy 1,500,000 common shares at a price
        of
        $0.001 per share: each warrant will be for 125,000 shares. The first two
        warrants have been issued upon execution of the agreement, and the remaining
        warrants will be issued at the end of each quarter for a total of ten successive
        quarters.
 
 **Analyst
        Programmer Agreement -** In May
        2005, the Company signed a three year agreement with Martin Longpré for software
        development services. The agreement calls for the Company to pay a fee of
        $4,300
        per month. For the three years commitment to participate in the development
        of
        the company, Consultant is entitled to receive a 5 year warrant to buy 1,080,000
        shares of the capital of the Company at a price of $0.001 per share. A first
        warrant of 150,000 shares has been issued upon execution of the agreement.
        Warrants for the remaining 930,000 shares will be issued monthly for the
        next 31
        months at a rate of 30,000 shares per month. The Company has agreed to issue
        to
        the Consultant 5 year warrants to buy 600,000 common shares at a price of
        $0.001
        per share: each warrant will be for 50,000 shares. The first two warrants
        have
        been issued upon execution of the agreement, and the remaining warrants will
        be
        issued at the end of each quarter for a total of ten successive
        quarters.
   -13-
    **FACE
        PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY**
 
 **NOTES
        TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 
 **NOTE 10
        - COMMITMENTS AND CONTINGENCIES [**  ***Continued***  **]**
 
 **Project
        Manager Agreement -** In May
        2005, the Company signed a three year agreement with Mario Carrière for project
        management services. The agreement calls for the Company to pay a fee of
        $1,500
        per month. For the three years commitment to participate in the development
        of
        the Company, Consultant is entitled to receive 5 year warrants to buy
        216,000 shares of the capital of the Company at a price of $0.001 per share.
        A
        first warrant of 30,000 shares has been issued upon execution of the agreement.
        Warrants for the remaining 186,000 shares will be issued monthly for the
        next 31
        months at a rate of 6,000 shares per month. The Company has agreed to issue
        to
        the Consultant 5 year warrants to buy 300,000 common shares at a price of $0.001
        per share: each warrant will be for 25,000 shares. The first two warrants
        have
        been issued upon execution of the agreement, and the remaining warrants will
        be
        issued at the end of each quarter for a total of ten successive quarters.
        This
        agreement has been terminated in September 2005.
 
 **Marketing
        and Sales -** In
        April 2006, the Company signed a two months agreement with John Magill to
        use
        his services as Acting Sales Manager for the Company and provide marketing
        and
        sales services to the Company. The agreement calls for the Company to issue
        to
        the Consultant 75,000 S8 shares monthly for two months.
 
 **Marketing
        and Sales -** In
        June 2006, the Company signed a three months agreement with John Magill to
        use
        his services as Acting Sales Manager for the Company and provide marketing
        and
        sales services to the Company. The agreement calls for the Company to issue
        to
        the Consultant 100,000 S8 shares monthly for three months.
 
 **Security
        Related Research, Analysis and Consulting -** In
        April 2006, the Company signed a six months agreement with DSN Consulting
        to use
        the services of the Consultant for certain security related research, analysis
        and consulting and promotional work on its behalf. The agreement calls for
        the
        Company to pay the Consultant a monthly fee of $800 and issue to the Consultant
        10,000 free trading S8 shares per month for a period of six months.
 
 **Translation,
        Revision & Research Services Agreement -** In
        April 2005, the Company signed an agreement with Claire Gendreau to assist
        the
        Company with translation, revision & research services concerning the
        Company's business. As a total and final compensation for services rendered
        under this Agreement, Consultant has received 200,000 S8 shares at a value
        of
        $0.12 per share. This agreement has been terminated in January
        2006.
 
 **Evaluation
        and Acquisition of Technology -** In
        April 2006, the Company signed a three months agreement with Mohamed Laaroussi
        to provide advisory services relating to the evaluation and acquisition of
        technology companies. The agreement calls for the Company to issue to the
        Consultant 50,000 S8 shares monthly for three months.
 
 **Financing
        & CFO Support Services -** The
        Company signed an agreement with Transition Partners, Limited ("TPL") to
        act as
        a financial advisor and provide Chief Financial Officer support services
        (“CFO
        support services”) to FacePrint Global Solutions, Inc. (the "Company") for an
        initial period of six months, commencing July 5, 2006 through January 4,
        2007.
        In consideration for acting as financial advisor and providing interim CFO
        support services to the Company throughout this engagement, TPL will be paid
        in
        advance a monthly retainer of $23,000 on the fifth day of each month of this
        six
        month agreement throughout the duration of its engagement. TPL will be granted
        warrants to acquire such number of shares of the outstanding common stock
        of the
        Company equal to 4% of the shares of common stock of the Company on a
        fully-diluted, fully converted basis as of the date of our engagement. The
        Warrants will contain a per share exercise price which is equal to the per
        share
        fair market value of the Company as of July 5, 2006 as reported on the NASDAQ
        bulletin board OTC quotation system. The Company will also pay contingent
        advisory fees for the successful procurement of working capital to the Company.
        The procurement fees will be based on a success fee formula equal to 7% of
        the
        value of such Transaction. This agreement was settled and cancelled during
        February 2007.
   -14-
  **FACE
        PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY**
 
 **NOTES
        TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 
 **NOTE 10
        - COMMITMENTS AND CONTINGENCIES [**  ***Continued***  **]**
 
 **Employment
        Contracts -** The
        Company has employment contracts with three officers of the Company. The
        agreement calls for the Company to pay the officers combined salaries of
        approximately $327,000 a year. In addition, the Company will issue 600,000
        shares of common stock quarterly under the agreement. The terms of these
        contracts are for three years beginning in January 2005.
 
 **Rental
        Agreement -** In March
        2003, the Company assumed an office lease for 1,792 square feet in Fresno,
        California from its majority founder that expires November 30, 2007. Rent
        expense for the nine months ended December 31, 2006 and 2005 was $22,881
        and
        $22,376, respectively. The future minimum lease payments are as
        follows:
 
 Years
                  Ended December 31:2007
              
              
              $
              34,920
  **Litigation
        -** The
        Company has been named in a lawsuit alleging breach of contract and termination.
        The plaintiff is seeking damages in excess of $100,000. The Company has filed
        a
        cross complaint against the plaintiff claiming breach of contract. Management
        is
        unable to predict the ultimate outcome of this matter, but believes the ultimate
        resolution will not have a material impact on the financial condition of
        the
        Company.
 
 The
        Company is also involved in other litigation or arbitrations as a result
        of its
        normal business operations but believes the resolutions of these additional
        matters would not have a material impact on the financial condition of the
        Company.
 
 **Standby
        Equity Distribution Agreement** - The
        Company entered into a Standby Equity Distribution Agreement (“SEDA”) with
        Cornell Capital Partners, L.P., (“Cornell”) which intends to sell up to
        127,575,000 shares of common stock, 100,000,000 of which may be purchased
        by
        Cornell from the Company under the SEDA; 1,187,500 of which shares were issued
        to Cornell upon the signing of the SEDA as a commitment fee, and 62,500 of
        which
        were issued to Newbridge Securities Corp., as a placement agent fee. The
        Company
        also will issue prior to the effectiveness of their filed SB-2, three sets
        of
        warrants; one set for 6,675,000 warrants, with an exercise price of $0.15
        per
        share; the second set for 12,500,000 warrants, with an exercise price of
        $0.20
        per share; and the third set for 7,150,000 warrants, with an exercise price
        of
        $0.35 per share. All of the warrants have five-year terms.
 
 Pursuant
        to the SEDA, the Company may, at its discretion, periodically issue and sell
        to
        Cornell shares of common stock for a total purchase price not to exceed $10
        million. The amount of each draw-down is subject to a maximum draw-down amount
        of $550,000, and the Company may not submit any request for a draw-down within
        five trading days of a prior request. Cornell shall retain 9% of each draw-down
        it makes to the Company and the Company is required to pay Yorkville Advisors,
        LLC the investment manager for Cornell, $550 for each draw-down. The Company
        paid Cornell a one-time commitment fee equal to $190,000 in the form of
        1,187,500 shares of common stock and paid Yorkville Advisers, LLC a structuring
        fee of $20,000, all of which are underwriting discounts payable or paid to
        Cornell.
  **NOTE
        11 - SUBSEQUENT EVENTS**
 
 The
        Company issued 18,746,555 shares of common stock to consultants through January
        31, 2007.
 
 The
        Company was notified by the SEC that their registration statement was effective
        on February 13, 2007.
 
 The
        agreement with TPL was settled and cancelled in February 2007.
 
 -15-
   **Item
        2. Management’s Discussion and Analysis or Plan of
        Operation**
 
 Certain
        statements in this Quarterly Report and in future filings by the Company
        with
        the SEC and in the Company’s written and oral statements that are not statements
        of historical facts are “forward-looking statements” within the meaning of the
        Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,”
“anticipate,” “intend,” “will” and similar expressions are examples of words
        that identify forward-looking statements. Forward-looking statements include,
        without limitation, statements regarding our future financial position, business
        strategy and expected cost savings. These forward-looking statements are
        based
        on our current beliefs, as well as assumptions we have made based upon
        information currently available to us.
 
 Each
        forward-looking statement reflects our current view of future events and
        is
        subject to risks, uncertainties and other factors that could cause actual
        results to differ materially from any results expressed or implied by our
        forward-looking statements. Important factors that could cause actual results
        to
        differ materially from the results expressed or implied by any forward-looking
        statements include:
 
 •
              
              our
                  ability to fund future growth;•
              
              our
                  ability to become profitable;
 
 •
              
              the
                  volatility of the price of our Common Stock;•
              
              market
                  demand for and market acceptance for our
                  products;
 
 •
              
              trends
                  for the continued growth of our business and other businesses we
                  may
                  acquire;•
              
              our
                  ability to successfully market existing products and services and
                  develop
                  and market new products and
                  services;
 
 •
              
              our
                  ability to expand our market for existing products and
                  services;•
              
              the
                  effects of our accounting policies and general changes in accounting
                  principles generally accepted in the United States of America;
                  and
 
 •
              
              other
                  risks and uncertainties disclosed in our Annual
                  Report.
  All
        subsequent forward-looking statements relating to the matters described in
        this
        document and attributable to us or to persons acting on our behalf are expressly
        qualified in their entirety by such factors. We have no obligation to publicly
        update or revise these forward-looking statements to reflect new information,
        future events, or otherwise, except as required by applicable Federal securities
        laws, and we caution you not to place undue reliance on these forward-looking
        statements.
  **Business
        of the Company**
  Faceprint
        Global Solutions (FGS) is a software-development company engaged in facial
        recognition and facial imagery. Our mission is to become a world leader in
        the
        field of biometrics and developing high accuracy products in facial recognition
        technology. We address the critical needs in facial recognition related to
        identity verification in crime-prevention and worldwide efforts against
        terrorism. Our goal is to establish a standard in the identity authentication
        and validation with our E-DNA Bioprint Coding System(tm). Our E-DNA solution
        is
        superior to competitors' due to its ability to operate in controlled and
        uncontrolled environments.
 
 
 -16-
 
  Our
        business targets public safety and security (law enforcement and homeland
        security), military access control, immigration and border controls,
        correctional departments, government agencies, Department(s) of Motor Vehicles
        and the Justice Department. Our plan includes providing value added services.
        Within this framework, we will offer online courses in the area of law
        enforcement and biometry to ensure that private security personnel and law
        enforcement personnel receive adequate training in identification, verification
        and the use of new technologies.
 
 In
        addition, FGS is seeking to distribute existing related technology products
        into
        our target customer base to grow our own customer base, while building a
        competent sales and marketing team. At December 31, 2006, we had two full
        time
        employees and five part time consultants.
 
 **Cash
        requirements, Liquidity and Capital Resources**
 
 We
        have
        substantially no cash necessary to operate and do not have any material
        revenues. Our principal source of operating capital has been provided by
        private
        sales of our common stock and convertible notes, stockholder loans, and stock
        issued for services. During the nine months ended December 31, 2006, we issued
        27,426,517 shares of common stock for services valued at $4,440,360, or
        approximately $0.16 per share. In connection with the issuance of $295,000
        in
        convertible debentures, the Company issued 2,458,333 warrants to purchase
        common
        stock and allocated proceeds received of approximately $.10 per share to
        the
        warrants. A corresponding discount of $255,212 was recorded for the convertible
        debentures. We issued 10,000 shares of common stock for warrants exercised
        at
        $1,000, or $0.10 per share.
  COMPARISON
        OF NINE MONTHS ENDED DECEMBER 31, 2006 TO NINE MONTHS ENDED DECEMBER 31,
        2005.
 
 REVENUES.
        We had no revenues for the nine months ended December 31, 2006, compared
        to $253
        for the nine months ended December 31, 2005.
 
 COST
        OF
        GOODS SOLD. We had no cost of goods for the nine months ended December 31,
        2006,
        compared to $4,546 for the nine months ended December 31, 2005.
 
 EXPENSES.
        Total Expenses were $5,835,092 for the nine months ended December 31, 2006,
        which consisted of consultants, contractors, accounting, legal, travel, rent,
        telephone and other day to day operating expenses, versus total expenses of
        $8,214,166 for the nine months ended December 31, 2005. The decrease in expenses
        of $2,383,367 or 29% is due to a severe lack of liquidity, which caused the
        Company to reduce operating activities, and hence associated operating
        expenses.
 
 OTHER
        INCOME (EXPENSE). Other income and (expense) was ($121,726) for the nine
        months
        ended December 31, 2006 compared to ($34,618) for the nine months ended December
        31, 2005. The increase is due to increased interest expense.
 
 NET
        LOSS.
        We reported a net loss of $5,956,818, or $0.07 per common share, basic and
        diluted, for the nine months ended December 31, 2006 versus a net loss of
        $8,319,920, or $0.14 per common share, basic and diluted, for the nine months
        ended December 31, 2005. The decrease in the loss of $2,363,102 or 28% is
        related to the Company’s decrease in expenses, which decreased by 29% for the
        same period.
  Until
        we
        receive funding from outside sources, our operations will be severely limited
        by
        the financial resources that can be provided by officers' loans and sales
        of
        common stock. At December 31, 2006, we had $2,014 of cash on hand, a bank
        overdraft of nil, and a negative working capital position of approximately
        $3,235,823, of which $137,616 was shareholder loans and notes payable, $462,631
        was convertible debentures to related parties and $302,813 is unpaid
        compensation due to employees.
 
 We
        will
        require an additional $3.0 million in cash over the next twelve months to
        effect
        our business plan. We expect to obtain this cash from the proceeds of one
        or
        more private or public offerings. The following sets forth the approximate
        amounts needed for each category of expenses:
  Software
                  development
              
              **$**
              1,200,000Marketing,
                  advertising and promotion
              
              
              1,000,000General
                  and administrative expenses
              
              
              800,000**Total**
              
              **$**
              **3,000,000**
 
 Other
        than the Stand-By Equity Agreement with Cornell Capital Partners, which we
        do
        not presently have access to draw down on, we do not have any agreements
        or
        understandings with respect to sources of capital. We have not identified
        any
        other potential sources. It's likely that we will not be able to raise the
        entire amount required initially, in which case our development time will
        be
        extended until such full amount can be obtained. Even if we are successful
        in
        obtaining the required funding, we probably will need to raise additional
        funds
        at the end of 12 months.
  
 -17-
 **Product
        research and development**
 
 Our
        EZ
        Face software under development allows for the creation of billions of
        combinations of facial images of men and women of any race and age group.
        EZ
        Face utilizes our internally developed morphological coding algorithm, EDNA
        (a
        digital imprint of the face) for rapid transmission and/or information sharing.
        We intend to start selling EZ Face in the next twelve months. However, we
        have
        experienced delays with development of EZ Face in the past.
  Our
        EZ
        Match software addresses identity verification and authentication for security
        purposes (passports, drivers license) using the EZ Face technology. EZ Match
        is
        search engine software that will capture a digitized facial image, generate
        an
        EDNA code, and then compare the images against a database or any other available
        image. Management believes that it will be relevant to identity verification
        and
        making possible matches with suspect composite pictures (for example, Most
        Wanted or Suspected Terrorist lists). We intend to start selling EZ Match
        in the
        next twelve months.
 
 OFF
        BALANCE SHEET ARRANGEMENTS
 
 None.
 
 **Item
        3: Controls and Procedures**
 
 (a)
        Evaluation of Disclosure Controls and Procedures.   The Company’s Chief
        Executive Officer and Chief Financial Officer have evaluated the Company’s
        controls and procedures (as such term is defined in Rules 13a-15(e) and
        15d-15(c) of the Securities Exchange Act of 1934, as amended (the “Exchange
        Act”)), as of the end of the period covered by this Quarterly Report, as
        required by paragraph (b) of Rules 13a-15 or 15d-15 of the Exchange Act.
        Based
        on such evaluation, such officers have concluded that, as of the end of the
        period covered by this Quarterly Report, the Company’s controls and procedures
        are effective.
 
 
 (b)
        Changes in Internal Control over Financial Reporting.  There were no
        significant changes made in our internal controls over financial reporting
        during the three month period ended December 31, 2006 that have materially
        affected or are reasonably likely to materially affect these controls. Thus,
        no
        corrective actions with regard to significant deficiencies or material
        weaknesses were necessary.
  -18-
  **PART
        II-OTHER INFORMATION**
 **Item
        1. Legal Proceedings**
 
 Transition
        Partners, Limited v. FacePrint Global Solutions, Inc .
        Transition Partners, Limited filed this action in the District Court for
        Boulder
        County, Colorado on August 7, 2006. The Company was served with the Complaint
        on
        August 11, 2006. Transition Partners, Limited alleges claims for breach of
        contract and fraud arising out of the Company's decision to terminate an
        agreement between the parties. On February 13, 2007, the Company and Transition
        Partners, Limited entered into a Settlement Agreement whereby Transition
        Partners, Limited agreed to (a) return a warrant to purchase 1,005,935 shares
        of
        the Company’s common stock and (b) file a notice of dismissal dismissing the
        above action in exchange for mutual releases from both parties, no later
        than
        February 23, 2007.
  **Item
        2. Unregistered Sales of Equity Securities and Use of
        Proceeds.**
 
 None.
 
 -19-
 **Item
        3. Defaults Upon Senior Securities**
 
 In
        October 2006, the Company issued 385,000 shares of common stock for services
        in
        connection to employment agreements, valued at $12,320 or approximately $0.032
        per share. These issuances were made pursuant to the exemption from registration
        provided by Section 4(2) of the Securities Act of 1933.
 
 In
        October 2006, the Company converted a $10,000 convertible debenture into
        500,000
        shares of restricted common stock. This issuance was made pursuant to the
        exemption from registration provided by Regulation D of the Securities Act
        of
        1933.
 
 **Item
        6. Exhibits**
 
 The
        exhibits required to be filed with this Quarterly Report are set forth on
        the
        Exhibit Index filed herewith.
 
 
 -20-
  **SIGNATURE**
 
 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.
  **FACE
                  PRINT GLOBAL SOLUTIONS, INC.**Date: February
                  20, 2007
              
              /s/ Pierre
                  CotePierre
                  CoteChief
                  Executive Officer
                (duly
                  authorized signatory and
                Principal
                  Executive Officer)Date:
                  February 20, 2007
              /s/
                  Canon BryanChief
                  Financial Officer
                (Principal
                  Financial Officer)
 
 
 -21-
  **EXHIBIT
        INDEX**
 
 2.1
              Agreement
                  and Plan of Reorganization between Dostuk Holdings, Inc. and FacePrint
                  Global Solutions, Inc. (1)
 
 3.1
              Certificate
                  of Incorporation (2)
  3.2
              Articles
                  of Amendment to Certificate of Incorporation
                  (2)
  3.3
              Bylaws
                  (2)
  10.1
              Amended
                  and Restated 2006 Equity Incentive Plan
                  (3)
  31.1
              Rule
                  13a-14(a)/15d-14(a) Certification by the Company’s Chief Executive
                  Officer*31.2
              Rule
                  13a-14(a)/15d-14(a) Certification by the Company’s Chief Financial
                  Officer*
 
 32.1
              Section
                  1350 Certification by the Company’s Chief Executive
                  Officer*32.2
              Section
                  1350 Certification by the Company’s Chief Financial
                  Officer*
  
 *
              Filed
                  herewith(1)
              Filed
                  with Amendment No.1 to the Company’s registration statement on Form SB-2/A
                  (file number 333-109763) on December 12, 2003 and incorporated
                  by
                  reference.(2)
              Filed
                  with the Company’s registration statement on Form SB-2 on October 17, 2003
                  (file number 333-109763) and incorporated by reference.(3)
              Filed
                  with the Company’s post-effective amendment to registration statement on
                  Form S-8 on January 31, 2007 (file number 333-137796) and incorporated
                  by
                  reference.
  
 
 -22-