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 June
              30,
              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,
                California93720
            
            (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
      August 16, 2006, the registrant had 86,098,377 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
              19Item
                  3.
              Controls
                  and Procedures
              21PART
                  II.
              OTHER
                  INFORMATIONItem
                  1.
              Legal
                  Proceedings
              22Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use
                  of Proceeds
              22Item
                  3.
              Default
                  Upon Senior Securities
              22Item
                  6.
              Exhibits
              23SIGNATURE
                  PAGE
              24CERTIFICATIONS
              27







**FACE
        PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY**
 
 **UNAUDITED
        CONDENSED CONSOLIDATED BALANCE SHEET**
  **ASSETS**
 
 June
                  30,
              
              March
                  31,2006
              
              2006**CURRENT
                  ASSETS:**Cash
              
              $
              4,984
              
              $
              906Prepaid
                  legal fees
              
              
              22,255
              
              
              -Total
                  Current Assets
              
              
              27,239
              
              
              906**PROPERTY
                  AND EQUIPMENT,**net
              
              
              9,122
              
              
              8,040Total
                  Assets
              
              $
              36,361
              
              $
              8,946
  **LIABILITIES
        AND STOCKHOLDERS’ EQUITY (DEFICIT)**
 **CURRENT
                    LIABILITIES:**Bank
                    overdraft
                
                $
                -
                
                $
                733Accounts
                    payable
                
                
                207,506
                
                
                153,167Accrued
                    expenses
                
                
                1,269,443
                
                
                1,184,185Advance
                    from related party
                
                
                15,218
                
                
                174,279Accrued
                    payroll
                
                
                135,000
                
                
                69,000Accrued
                    interest
                
                
                78,653
                
                
                69,086Total
                    Current Liabilities
                
                
                1,705,820
                
                
                1,650,450**CONVERTIBLE
                    NOTES PAYABLE**-
                    related party(net
                    of discount $266,182 and $16,470 respectively)
                
                
                399,568
                
                
                354,280Total
                    Liabilities
                
                
                2,105,388
                
                
                2,004,730
   [ *Continued* ]
 
 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 BALANCE SHEET**
  **LIABILITIES
        AND STOCKHOLDERS’ EQUITY (DEFICIT) (Continued)**
  June
                    30,
                
                March
                    31,2006
                
                2006**STOCKHOLDERS'
                    EQUITY (DEFICIT):**Common
                    stock, no par value, unlimited
                  number
                    of shares authorized 77,846,021 and
                  75,654,711
                    shares issued and outstanding
                
                
                9,571,341
                
                
                9,025,014Additional
                    paid in capital
                
                
                7,056,117
                
                
                6,794,713Retained
                    earnings (deficit)
                
                
                (18,622,885
                )
                
                (17,741,911
                )(1,995,427
                )
                
                (1,922,184
                )Less:
                    Treasury stock
                
                
                (44,850
                )
                
                (44,850
                )Less:
                    Stock subscription receivable
                
                
                (28,750
                )
                
                (28,750
                )Total
                    Stockholders' Equity (Deficit)
                
                
                (2,069,027
                )
                
                (1,995,784
                )$
                36,361
                
                
                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.
  -2-
  **FACE
        PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY**
 
 **UNAUDITED
        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS**
  For
                    the Three MonthsEnded
                    June 30,2006
                
                2005**REVENUE**
                
                $
                -
                
                $
                90**COST
                    OF GOODS SOLD**
                
                
                -
                
                
                2,468**GROSS
                    PROFIT (LOSS)**
                
                
                -
                
                
                (2,378
                )**EXPENSES:**Selling
                
                
                1,600
                
                
                1,780General
                    and administrative
                
                
                864,299
                
                
                5,358,416Total
                    Expenses
                
                
                865,899
                
                
                5,360,196**LOSS
                    BEFORE OTHER****INCOME
                    (EXPENSE)**
                
                
                (865,899
                )
                
                (5,362,574
                )**OTHER
                    INCOME (EXPENSE):**Interest
                    expense
                
                
                (15,075
                )
                
                (8,467
                )**LOSS
                    BEFORE INCOME TAXES**
                
                
                (880,974
                )
                
                (5,371,041
                )**CURRENT
                    TAX EXPENSE**
                
                
                -
                
                
                -**DEFERRED
                    TAX EXPENSE**
                
                
                -
                
                
                -**NET
                    LOSS**
                
                $
                (880,974
                )
                $
                (5,371,041
                )**LOSS
                    PER COMMON SHARE**
                
                $
                (.01
                )
                $
                (.11
                )
  [ *Continued* ]
 
 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**
 For
                    the Three MonthsEnded
                    June 30,2006
                
                2005**Cash
                    Flows from Operating Activities:**Net
                    loss
                
                $
                (880,974
                )
                $
                (5,371,041
                )Adjustments
                      to reconcile net loss to net cash used by operating
                      activities:Depreciation
                    and amortization
                
                
                1,605
                
                
                1,668Amortization
                    of discount
                
                
                5,501
                
                
                2,672Non-cash
                    services for stock and warrants
                
                
                551,518
                
                
                4,470,686Net
                    changes to:Accounts
                    receivable
                
                
                -
                
                
                (704
                )Due
                    from related party
                
                
                -
                
                
                4,071Prepaid
                    expenses
                
                
                (22,255
                )
                
                -Accounts
                    payable
                
                
                54,339
                
                
                (15,224
                )Accrued
                    expenses
                
                
                85,258
                
                
                566,767Accrued
                    payroll-officers
                
                
                66,000
                
                
                86,899Accrued
                    interest
                
                
                9,567
                
                
                5,780Net
                    Cash (Used) by Operating Activities
                
                
                (129,441
                )
                
                (248,426
                )**Cash
                    Flows from Investing Activities**Purchase
                    of property and equipment
                
                
                (2,687
                )
                
                (375
                )Net
                    Cash (Used) by Investing Activities
                
                
                (2,687
                )
                
                (375
                )**Cash
                    Flows from Financing Activities:**Bank
                    overdraft
                
                
                (733
                )
                
                1,050Increase
                    in advances from related party
                
                
                135,939
                
                
                (21,061
                )Proceeds
                    from issuance of common stock
                
                
                1,000
                
                
                -Purchase
                    of treasury stock
                
                
                -
                
                
                (44,850
                )Proceeds
                    from issuance of notes payable
                
                
                -
                
                
                325,000Net
                    Cash Provided by Financing Activities
                
                
                136,206
                
                
                260,139**Effect
                    of Exchange Rate Changes**
                
                
                -
                
                
                (586
                )
 [ *Continued* ]
 
 The
        accompanying notes are an integral part of these unaudited condensed
        consolidated financial statements.
 
 -4-
  **FACE
        PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY**
 
 **UNAUDITED
        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS**
 **[** ***Continued*** **]**
  For
                    the Three MonthsEnded
                    June 30,2006
                
                2005**Net
                    Increase in Cash**
                
                
                4,078
                
                
                10,752**Cash
                    at Beginning of Period**
                
                
                906
                
                
                -**Cash
                    at End of Period**
                
                
                4,984
                
                $
                10,752**Supplemental
                    Disclosures of Cash Flow Information:**Cash
                    paid during the period for:Interest
                
                $
                7
                
                $
                16Income
                    taxes
                
                $
                -
                
                $
                -
   [ *Continued* ]
 
 The
        accompanying notes are an integral part of these unaudited condensed
        consolidated financial statements.
 
 -5-
  **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 three months ended June 30, 2006:
 
 The
        Company issued 2,181,310 shares of common stock for services valued at $545,328
        or approximately $.25 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 period ended June 30, 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 three months ended June 30, 2005:
 
 The
        Company issued a total of 13,580,000 shares of common stock for services
        valued
        at $3,395,000.
 
 In
        addition, the Company bought back a total of 436,000 shares of common stock
        valued at $44,850.
 
 The
        Company issued 4,070,000 warrants to purchase common stock for services
        rendered. The warrants were record at $1,075,686 for approximately $.27 per
        share.
   [ *Continued* ]
 
 The
        accompanying notes are an integral part of these unaudited condensed
        consolidated financial statements.
 
 -6-
  **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 June 30, 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 June
        30,
        2006 and 2005 are not necessarily indicative of the operating results for
        the
        full year.
 
 -7-
  **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:
  June
                    30,
                
                March
                    31,2006
                
                2006Office
                    furniture and equipment
                
                $
                20,066
                
                $
                17,378Website
                
                
                6,222
                
                
                6,22226,288
                
                
                23,600Less:
                    Accumulated depreciation
                
                
                (17,166
                )
                
                (15,560
                )Net
                    Property and Equipment
                
                $
                9,122
                
                $
                8,040
 
 Depreciation
        expense for the three months ended June 30, 2006 and 2005 was $1,605 and
        $1,668,
        respectively.
 
 **NOTE
        3 - CONVERTIBLE NOTES PAYABLE**
 June
                    30,
                
                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 $133
                    and $199,
                    respectively
                
                $
                4,867
                
                $
                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 $532
                    and $797, respectively
                
                
                19,468
                
                
                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 $314
                    and $470, respectively
                
                
                9,686
                
                
                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 $6,716
                    and
                    $8,730, respectively
                
                
                193,284
                
                
                191,270
  -8-
  **FACE
        PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY**
 
 **NOTES
        TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 
 **NOTE
        3 - CONVERTIBLE NOTES PAYABLE [C** ***ontinued*** **]**
 June
                    30,
                
                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 $4,197
                    and
                    $5,456, respectively
                
                
                120,803
                
                
                119,544The
                    Company issued a $10,000 convertible note payable to Jean Houle.
                    The note
                    accrues interest at 10% per annum, is due September 2007 and
                    is
                    convertible into common stock at $.50 per share, net of discounts
                    of $620
                    and $754, respectively
                
                
                9,380
                
                
                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 $53 and
                    $64, respectively
                
                
                697
                
                
                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 $219,230 and $0, respectively
                
                
                35,770
                
                
                -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 $34,387 and $0, respectively
                
                
                5,613
                
                
                -399,568
                
                
                354,280Less:
                    current portion
                
                
                -
                
                
                -Net
                    Convertible Notes Payable
                
                $
                399,568
                
                $
                354,280
   Amortization
        of discount for the three months ended June 30, 2006 and 2005 was $5,501
        and
        $26,934, respectively.
  -9-
  **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 three months ended June 30, 2006, 10,000 shares of common stock were
        issued
        upon exercise of warrants at $.10 per share for $1,000.
 
 During
        the three months ended June 30, 2006, the Company issued 1,725,000 shares
        of
        common stock for services valued at $431,250 or, approximately $.25 per
        share.
 
 During
        the three months ended June 30, 2006 the Company issued 456,310 shares of
        common
        stock for services valued at $114,078 or approximately $.25 per
        share.
 
 During
        the three months ended June 30, 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 period ended June 30, 2006, the Company extended the exercise period
        of
        certain warrants an additional four months. This resulted in an additional
        expense of $6,192.
 
 A
        summary
        of the status of the warrants granted at June 30, 2006 and March 31, 2006
        and
        changes during the periods then ended is presented below.
  For
                  the Three Months
              
              For
                  the Year EndedEnded
                  June 30, 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
              
              
              2,458,333
              
              
              .12
              
              
              8,585,930
              
              
              .05Exercised
              
              
              10,000
              
              
              .50
              
              
              10,555,000
              
              
              .01Forfeited
              
              
              -
              
              
              -
              
              
              10,888,000
              
              
              .02Expired
              
              
              -
              
              
              -
              
              
              -
              
              
              -Outstanding
                  at end of period
              
              
              7,435,217
              
              $
              .20
              
              
              4,986,884
              
              $
              .
                  23Weighted
                  average fair value ofoptions
                  granted during the period
              
              
              2,458,333
              
              $
              .12
              
              
              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%.
 
 -10-
  **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 June 30, 2006 is presented
        below:
 Warrants
                    Outstanding
                
                Warrants
                    ExercisableRange
                      of Exercise Prices
                
                Number
                      Outstanding
                
                Weighted-AverageRemaining
                    Contractual Life
                
                Weighted-Average
                      Exercise
                        Price
                
                Number
                      Exercisable
                
                Weighted-Average
                    Exercise
                      Price$
                .001
                
                
                125,000
                
                
                0.8
                    years
                
                $
                .001
                
                
                125,000
                
                $
                .001.05
                
                
                2,956,668
                
                
                4.0
                    years
                
                
                .05
                
                
                2,956,668
                
                
                .05.10
                
                
                250,000
                
                
                4.0
                    years
                
                
                .10
                
                
                250,000
                
                
                .10.12
                
                
                2,458,333
                
                
                5.0
                    years
                
                
                .12
                
                
                2,458,333
                
                
                .12.20
                
                
                325,000
                
                
                4.5
                    years
                
                
                .20
                
                
                325,000
                
                
                .20.40
                
                
                87,500
                
                
                4.4
                    years
                
                
                .40
                
                
                87,500
                
                
                .40.50
                
                
                688,000
                
                
                0.3
                    years
                
                
                .50
                
                
                688,000
                
                
                .501.00
                
                
                544,716
                
                
                2.4
                    years
                
                
                1.00
                
                
                544,716
                
                
                1.00$.001
                    - 1.00
                
                
                7,435,217
                
                
                3.8
                    years
                
                $
                .20
                
                
                7,435,217
                
                $
                .20
  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 June 30, 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 $12,670,000 which expires
        in
        various years through 2027 and an approximate capital loss carryforward of
        $67,000 which expires in the year 2011.
 
 -11-
  **FACE
        PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY**
 
 **NOTES
        TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 
 **NOTE
        5 - INCOME TAXES** **[** ***Continued*** **]**
 
 Deferred
        tax assets are comprised of the following:
 
 **June
                  30,**
              
              **March
                  31,****2006**
              
              **2006****Deferred
                  tax assets:**Excess
                  of tax over book basis of fixed assets
              
              $
              1,682
              
              $
              383Net
                  operating loss carryforward
              
              
              2,744,068
              
              
              2,669,736Capital
                  loss carryforward
              
              
              15,046
              
              
              15,046Accrued
                  compensation
              
              
              30,389
              
              
              15,532Less
                  valuation allowance
              
              
              (2,791,185
              )
              
              (2,700,697
              )$
              -
              
              $
              -
 
 The
        Company had no deferred tax liabilities at June 30, 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 June 30, 2006 and 2005, the Company has recorded a valuation
        allowance of $2,791,185 and $1,775,000 to fully offset the deferred tax asset
        resulting in an increase in the valuation allowance of $90,488 and $980,000
        respectively.
 
 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 June 30, 2006 and 2005 is as follows:
 
 **June
                  30,****2006**
              
              **2005**Federal
                  provision (benefit) at statutory rate
              
              
              15.00
              %
              
              15.00
              %State
                  income tax
              
              
              7.51
              %
              
              7.51
              %Change
                  in valuation allowance
              
              
              (19.12
              )%
              
              (7.94
              )%Nondeductible
                  compensation
              
              
              (3.36
              )%
              
              (14.30
              )%Other
              
              
              (.03
              )%
              
              (.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 $135,939 during the three months ended
        June 30, 2006. The balance of advances owing at June 30, 2006 was $15,218.
        Advances of $295,000 were converted into convertible notes payable and warrants
        during the three months ended June 30, 2006.
 
 **Management
        Compensation -** As of
        June 30, 2006, the Company has accrued salary owed to officers/shareholders
        of
        the Company of $135,000. Salary expense to the officers/shareholders for
        the
        three months ended June 30, 2006 and 2005 amounted to cash
  -12-
  **FACE
        PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY**
 
 **NOTES
        TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 
 **NOTE
        6 - RELATED PARTY TRANSACTIONS** **[** ***Continued*** **]**
 
 payments
        of $88,715 and $11,000, respectively. The Company also issued 0 and 250,000
        warrants valued at $0 and $67,450, and also issued 456,310  and 14,050,000
        shares of common stock valued at $114,078 and $3,512,500, respectively, as
        compensation to officers/shareholders during the three months ended June
        30,
        2006.
 
 **NOTE
        7 - 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
        8 - LOSS PER SHARE**
 
 The
        following data shows the amounts used in computing loss per share:
  For
                    the Three Months
                  Ended
                    June 30,2006
                
                2005Loss
                      from operations available to common shareholders
                      (numerator)
                
                $
                (880,974
                )
                $
                (5,371,041
                )Weighted
                      average number of common shares outstanding  used in loss per share
                      for the period (denominator)
                
                
                75,331,853
                
                
                49,345,254
 
 At
        June
        30, 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.
  -13-
  **FACE
        PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY**
 
 **NOTES
        TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 
 **NOTE
        9 - 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.
 
 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.
 
 **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 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.
  -14-
  **FACE
        PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY**
 
 **NOTES
        TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 
 **NOTE
        9 - COMMITMENTS AND CONTINGENCIES [** ***Continued*** **]**
 
 **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 years 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 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 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.
 
 **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 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.
 
 -15-
  **FACE
        PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY**
 
 **NOTES
        TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 
 **NOTE
        9 - COMMITMENTS AND CONTINGENCIES [** ***Continued*** **]**
 
 **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.
 
 **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.
  -16-
  **FACE
        PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY**
 
 **NOTES
        TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 
 **NOTE
        9 - COMMITMENTS AND CONTINGENCIES [** ***Continued*** **]**
 
 **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 three months ended June 30, 2006 and 2005 was $5,706 and
        $9,571,
        respectively. The future minimum lease payments are as follows:
 Years
                    Ended June 30:2007
                
                $
                34,6922008
                
                
                14,550Total
                
                $
                49,242
 
 **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.
 
 **NOTE
        10 - SUBSEQUENT EVENTS**
 
 In
        July
        2006, the Company issued 10,000 shares of common stock in connection with
        a warrant exercise at $0.10 for a cash payment of $1,000.
 
 In
        July
        2006, the Company issued 233,805 free trading shares of common stock for
        consulting services.
 
 In
        July
        2006, the Company issued 10,000 free trading shares of common stock for
        consulting services in connection with a consultant contract.
 
 In
        July
        2006, the Company issued 40,000 free trading shares of common stock in
        connection with a mutual release.
 
 In
        July
        2006, the Company issued 66,310 free trading shares of common stock in
        connection with a mutual release.
 
 In
        July
        2006, the Company issued 375,000 shares of common stock for services in
        connection with employment agreements valued at $93,750 or approximately
        $0.25 per share.
 
 In
        July
        2006, the Company issued 4,916,667 shares of common stock in
        connection with convertible notes valued at $295,000, or approximately
        $0.06 per share.
 
 In
        July
        2006, the Company issued 100,000 free trading shares of common stock for
        consulting services in connection with a consultant contract.
 
 -17-
 
 **FACE
        PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY**
 
 **NOTES
        TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 
 **NOTE
        10 - SUBSEQUENT EVENTS [** ***Continued*** **]**
 
 In
        July
        2006, the Company issued 50,574 free trading shares of common stock for
        consulting services in connection with employment agreements valued at
        $3,540.18, or approximately $0.07 per share.
 
 In
        August
        2006, the Company issued 450,000 shares of common stock for consulting services
        in connection with a consultant contract valued at $45,000, or
        approximately $0.10 per share.
 
 In
        July
        2006, the Company issued 2,000,000 shares of common stock for entering into
        a
        Letter of Intent valued at $200,000, or approximately $0.10 per
        share.
 
 In
        July
        2006, the Company signed a consultant agreement that would result in 1,005,935
        warrants issued and exercise at $0.075 per share. The contract was later
        terminated by the Company.
 
 -18-





**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.





-19-




**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.





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 June 30, 2006, we had four full time
      employees and four 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, as well as some revenues from our operations. During the
      three months ended June 30, 2006, we issued 2,181,310 shares of common stock
      for
      services valued at $545,328.00, or approximately $.25 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 $0.10 per share.


COMPARISON
        OF THREE MONTHS ENDED JUNE 30, 2006 TO THREE MONTHS ENDED JUNE 30,
        2005.
 
 REVENUES.
        We had no revenues for the three months ended June 30, 2006, compare to $90
        for
        the three months ended June 30, 2005.
 
 COST
        OF
        GOODS SOLD. We had no cost of goods for the three months ended June 30, 2006,
        compare to $2,468 for the three months ended June 30, 2005.The decrease in
        cost
        of goods sold in the three months ended June 30, 2006 is primarily due to
        termination of sales of the America's Most Wanted playing cards in the first
        quarter of fiscal 2005.
 
 EXPENSES.
        Total Expenses were $865,899 for the three months ended June 30, 2006, which
        consisted of consultants, contractors, accounting, legal, travel, rent,
        telephone and other day to day operating expenses, versus total expenses of
        $5,360,196 for the three months ended June 30, 2005. The decrease in expenses
        of
        $4,494,297 or 519% is due to the fact that during the three months ended
        June
        30, 2005, the Company after acquiring Apometrix, invested in Smart Card
        applications and compensated with stock the services rendered by consultants
        hired to develop the new business.
 
 OTHER
        INCOME (EXPENSE). Other income and (expense) was ($15,075) for the three
        months
        ended June 30, 2006 compared to ($8,467) for the three months ended June
        30,
        2005. The increase is due to increased interest expense.
 
 NET
        LOSS.
        We reported a net loss of $880,974, or $.01 per common share, basic and diluted,
        for the three months ended June 30, 2006 versus a net loss of $5,371,041,
        or
        $0.11 per common share, basic and diluted, for the three months ended June
        30,
        2005. The decrease in the loss of $4,490,067 or 510% is attributable only
        to the
        factors outlined above regarding the new business venture that contributed
        to
        higher operating costs the three months ended June 30, 2005.




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 June 30, 2006, we had $4,984 of cash on hand, a bank overdraft
      of $0 and a negative working capital position of approximately $1,678,581,
      of
      which $15,218 was shareholder loans and $135,000 is unpaid compensation due
      to
      employees.




-20-




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**





We
      do not
      have any agreements or understandings with respect to sources of capital. We
      have not identified any 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.





**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**





The
      Company’s Chief Executive Officer and principal financial officer has 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 officer has concluded that, as of the end of
      the
      period covered by this Quarterly Report, the Company’s controls and procedures
      are effective.




-21-




**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. The Company has not yet appeared in the action.
      Transition Partners, Limited seeks compensatory, consequential and exemplary
      damages along with pre-judgment interest and attorneys' fees and costs. The
      Company disputes the allegations and shall vigorously defend itself against
      the
      Complaint.





Other
      than described above, the Company is not a party to any material legal
      proceedings other than ordinary routine claims and proceedings incidental to
      its
      business and the Company does not expect these ordinary claims and proceedings,
      either individually or in the aggregate, to have a material adverse effect
      on
      the Company.




**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds.**





In
      May
      2006, the Company issued 1,455,000 shares of common stock for services valued
      at
      $363,750 or approximately $0.25 per share. These issuances were made pursuant
      to
      the exemption from registration provided by Section 4(2) of the Securities
      Act
      of 1933.





In
      June
      2006, the Company issued 350,000 shares of common stock for services valued
      at
      $87,500 or approximately $0.25 per share. These issuances were made pursuant
      to
      the exemption from registration provided by Section 4(2) of the Securities
      Act
      of 1933.





In
      June
      2006, the Company converted $295,000 of advances to convertible debentures.
      In
      connection with the issuance of the $295,000 in convertible debentures, the
      Company issued 2,458,333 warrants to purchase common stock. The Company
      allocated proceeds of $255,212, or approximately $0.10 per share to the
      warrants. These issuances were made pursuant to the exemption from registration
      provided by Section 4(2) and Regulation D of the Securities Act of
      1933.




**Item
      3. Defaults Upon Senior Securities**





None.





-22-




**Item
      6. Exhibits**





The
      exhibits required to be filed with this Quarterly Report are set forth on the
      Exhibit Index filed herewith.




-23-





**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: August
              21, 2006
            
            /s/ Pierre
              CotePierre
              CoteChief
                Executive Officer
              (duly
                authorized signatory and
              Principal Executive Officer and Principal Financial
                Officer)


-24-




**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
                        2006
                              Consultant Stock Plan (3)


31.1
            Rule
                13a-14(a)/15d-14(a) Certification by the Company’s Chief Executive Officer
                and Principal Financial Officer.





32.1
            Section
                1350 Certification by the Company’s Chief Executive Officer and Principal
                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 registration statement on Form
              S-8 on July 25, 2006 (file number 333-136020) and incorporated by
              reference.




-25-