UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





**FORM
      10-QSB/A**


**Amendment
      No.1**





(Mark
                One)x
            
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES 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,
                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
      January 3, 2007, the registrant had 103,591,128 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







**EXPLANATORY
      NOTE**





Face
      Print Global Solutions, Inc. (referred to in this discussion as “we”, “us” or
“our”) is amending its Quarterly Report on Form 10-QSB/A for the quarter ended
      June 30, 2006 (the “Original Report”) for the purpose of revising its disclosure
      in Item 3 Controls and Procedures for the periods presented
      herein.





This
      Quarterly Report on Form 10-QSB/A for the quarter ended June 30, 2006 amends
      and
      restates its disclosure in Item 3 Controls and Procedures for the periods
      presented herein. The determination to restate the disclosure was made as a
      result management’s identification of internal control deficiencies. The
      restated disclosure states the internal control deficiencies; their impact
      on
      the Company’s financial reporting and what steps the Company has taken to
      correct those deficiencies.





The
      disclosures in this Form 10-QSB/A continue to speak as of the date of the
      Original Report, and do not reflect events occurring after the filing of the
      Original Report. Accordingly, this Form 10-QSB/A should be read in conjunction
      with our other filings made with the Securities and Exchange Commission
      subsequent to the filing of the Original Report, including any amendments to
      those filings. The filing of this Form 10-QSB/A shall not be deemed an admission
      that the Original Report when made included any untrue statement of a material
      fact or omitted to state a material fact necessary to make a statement not
      misleading.








**FACE
      PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY**





**UNAUDITED
      CONDENSED CONSOLIDATED BALANCE SHEET**





June
                30,
            
            March
                31,2006
            
            2006**ASSETS****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-Average
              Remaining
                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 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.


-12-




**FACE
      PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY**





**NOTES
      TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**







**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
            
            
            $
            34,69214,5502008Total
            
            
            $
            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**





(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 not deemed effective.





There
      were no changes to the financial statements the Form 10-QSB for this period,
      save to the internal controls and procedures disclosure.





In
      Item
      8A of our Form 10KSB/A for the year ended March 31, 2006, the following internal
      control deficiencies are cited in bullet form:





·
            Lack
                of full-time chief financial
                officer;





·
            Review
                and disclosure of equity transactions, including equity issued as
                compensation for services rendered;
                and





·
            Certain
                end of period reconciliations;





Since
      inception, the Company has only had access to sufficient capital to fund
      operations minimally. Executives, employees, independent contractors, and
      external advisors were engaged, providing the Company with varying levels of
      expertise. There were not, however, sufficient funds and/or sufficient knowledge
      by existing employees to retain expertise in the realm of accounting,
      particularly since July 2006. The Company was not able to retain an accountant
      to work within the firm that could provide suitable oversight and management
      of
      the increasingly complex accounting and reporting structures during this period.
      Many of the Company’s personnel were remunerated with shares of the Company
      during this period. The Company failed to procure accounting personnel that
      would accept this form of payment, and cash resources did not exist to fund
      the
      salary of such personnel.





The
      Company was able to retain an external consultant to provide accounting services
      to the Company since February 2005. The consultants were not able to provide
      sufficient services to ensure an adequate internal control structure of the
      increasingly complex equity transactions. The consultants, with the remuneration
      that the Company was able to offer them, were only able to compile financial
      statements and provide support to the Company with the preparation of their
      audit working papers. They could provide nothing to the Company in addition
      to
      those services, including in the areas where the Company required assistance
      specifically for adequate internal control and reporting
      structures.




-21-




Because
      of this lack of accounting knowledge within the Company, the following internal
      control and reporting deficiencies did occur:





·
            The
                Company made erroneous and conflicting statements throughout the
                continuum
                of their public filings, from July 2006 to September 2006, specifically
                with respect to:





a)
      internal control structures being adequate, when management lacked sufficient
      knowledge to fully comprehend what constituted an adequate internal control
      structure, and;





b)
                their tables of stock-based compensation for the fiscal years 2006
                and
                2005 which appeared in Part II, Item 6, Management Discussion And
                Analysis
                Or Plan Of Operation, of the Form
                10-KSB/A.





·
            Management
                failed to properly review and reconcile between disclosures in the
                Company’s Form 10-KSB and in the financial statements. The Company lacked
                sufficient accounting knowledge to perform the proper reviews of
                financial
                statements and associated material that would have alerted management
                to
                any deficiencies or
                inconsistencies.





Because
      of these internal control and reporting deficiencies, the following impacts
      were
      manifest:





·
            The
                Company filed Form 10 reports and SB registration statements with
                the
                Commission that contained conflicting statements with respect to:
                the
                Company’s internal control and reporting structures being adequate;
                reporting being fair and accurate when it may not have been as described
                above; and its stock-based compensation tables. Management lacked
                sufficient accounting knowledge and regulatory experience to comprehend
                that statements such as these must always be homogeneous and cannot
                conflict with each other, unless the contradictions are explained
                comprehensively in the filings, and the prior filings are re-filed
                with
                due amendments made.





In
      order
      to remedy these internal control and reporting deficiencies, the following
      measures have been taken as of this writing:





·
            A
                chief financial officer and principal financial officer with adequate
                knowledge of accounting, internal control, and of US GAAP, has been
                duly
                appointed to the Company. This newly-appointed officer is Canon Bryan.
                He
                was appointed chief financial officer and principal financial officer
                of
                the Company on September 26, 2006. The Form 8-K was filed with the
                Commission on September 29, 2006. Mr. Bryan has 12 years of experience
                as
                a financial officer for public and private companies in Canada and
                the
                United States. He has the experience and knowledge to comprehend
                the
                Company’s previous internal control and reporting deficiencies, and to
                ensure that such deficiencies will not recur in
                future.





·
            A
                thorough review of the Company’s financial recording and reporting
                structures, internal control structures, and regulatory filings was
                undertaken by the Company’s newly-appointed CFO, with all deficiencies
                isolated and clearly marked for remediation. During the course of
                this
                review, it was determined that internal control deficiencies existed
                throughout the control and reporting structure, but that these
                deficiencies did not result in any errors in the Company’s reporting above
                and beyond the aforementioned contradictory statements. The Company
                had
                very limited operations during the period beginning in the 2006 fiscal
                year to September 2006, and this explains the lack of any further
                impact
                on the reporting.





·
            New
                policies and procedures were put in place to specifically address
                the
                internal control deficiencies. Specifically, it has been mandated
                that:





·
            Financial
                statements and corresponding documentation must be completely approved
                by
                the newly-appointed chief financial officer prior to their submission
                to
                the auditor or reviewer;





·
            End-of-period
                account reconciliations will be thoroughly reviewed by the chief
                financial
                officer to ensure that any discrepancies or deficiencies in the recording
                of transactions cannot have
                persisted;





·
            Treasury
                operations would be overseen by the chief financial officer and the
                chief
                executive officer. Each transaction would require approval from the
                same.
                This is significant, particularly in light of the Standby Equity
                Distribution Agreement, or SEDA, entered into with Cornell Capital
                LP,
                providing the Company with an equity facility equal to $10 million.
                The
                use of this facility by the Company will be authorized upon the
                effectiveness of the Company’s SB-2 Registration Statement, in accordance
                with said agreement.





In
      providing these remedies for the internal control and reporting deficiencies,
      the Company incurred the following costs: The Company was forced to provide
      remuneration to its newly-appointed chief financial officer. The newly-appointed
      CFO, Mr. Bryan, has agreed to accept payment in stock-based compensation in
      lieu
      of cash until such time that the SEDA with Cornell Capital LP can be authorized
      for drawdown by the Company. Mr. Bryan’s remuneration from the Company is equal
      to $150 per hour, payable in shares of the Company. The compensation for the
      time required by Mr. Bryan to perform all the remedies to the internal control
      deficiencies was tabulated and was equal to less than $5,000.





No
      other
      costs for the remedies of past internal control and reporting deficiencies
      were
      required to be incurred at this time. Nor are any projected for the foreseeable
      future.


-22-





The
      Company will continue to have the newly-appointed chief financial officer and
      principal financial officer engaged by the Company for an indefinite period.
      This financial officer will have sufficient knowledge of accounting and of
      US
      GAAP to maintain an internal control environment that cannot result in any
      future reporting or control deficiencies, including the use of the measures
      described above, and any other measures that are deemed to be relevant. The
      apportionment of time allocated to internal control and reporting for this
      financial officer cannot be reasonably estimated at this time. This officer
      is
      remunerated at the rate of $150 per hour, when compensated with shares of the
      Company, or at $75 per hour when compensated with cash. The full-time
      remuneration of this officer when compensated in shares would be equal to
      approximately $312,000. The full-time remuneration of this officer when
      compensated in cash would be equal to approximately $156,000. Other incidental
      costs, such as the costs of software packages, or increased time of accounting
      personnel also cannot be reasonably estimated at this time .





(b)
      Changes in Internal Control over Financial Reporting.  There were no
      changes in the Company's internal controls over financial reporting, known
      to
      the chief executive officer or the chief financial officer, that occurred during
      the period covered by this report that has materially affected, or is reasonably
      likely to materially affect, the Company's internal control over financial
      reporting although such changes took place subsequent to the period covered
      by
      this report as described above.


-23-





**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.


-24-





**Item
      6. Exhibits**





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


-25-




**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: January
                9, 2007
            
            /s/ Pierre
                CotePierre
                CoteChief
                Executive Officer
              (duly
                authorized signatory and
              Principal
                Executive Officer)/s/
              Canon BryanDate:
                January 9, 2007
            Canon
                Bryan
              Chief
                Financial Officer
              (Principal
                Financial Officer)




-26-





**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*





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 registration statement on Form S-8 on July 25, 2006
                (file number 333-136020) and incorporated by
                reference.




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