UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES AND EXCHANGE ACT OF 1934 

FOR THE FISCAL QUARTER ENDED June 30, 2005

Commission File number 333-109763

**FACE PRINT GLOBAL SOLUTIONS, INC.
--------------------------------------------------------------------------------**
(Exact name of registrant as specified in its charter)
**Wyoming
**7372****33-0619256
(State or Jurisdiction of incorporation or organization)
Primary SIC Code
(IRS Employer Identification No.)
1111 E. Herndon Ave., Suite 115 Fresno, California 93720

(Address of principle executive office)

(559) 436-1060

(Registrant's telephone number)

Securities to be registered pursuant to Section 12(b) of theAct: None

Name of each exchange on which registered: None

Securities to be registered pursuant to Section 12(g) of theAct: Common Stock, Par Value: none

Check whether the registrant (1) has filed all reports required to be filedby Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was requiredto file such reports) and (2) has been subject to such filing requirement forthe past 90 days. [X] Yes [  ] No

**NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS**

This Quarterly Report contains statements that are forward-looking statementswithin the meaning of the federal securities laws. These include statementsabout our expectations, beliefs, intentions or strategies for the future, whichwe indicate by words or phrases such as "anticipate," "expect," "intend,""plan," "will," "believe" and similar language. These statements involve knownand unknown risks, including those resulting from economic and marketconditions, the regulatory environment in which we operate, competitiveactivities, and other business conditions, and are subject to uncertainties andassumptions set forth elsewhere in this Quarterly Report. Our actual results maydiffer materially from results anticipated in these forward-looking statements.We base our forward-looking statements on information currently available to us,and we assume no obligation to update these statements.
**ITEM 1. FINANCIAL STATEMENTS **
FACE PRINT GLOBAL SOLUTIONS, INC.AND SUBSIDIARIESUNAUDITED CONDENSED CONSOLIDATEDFINANCIAL STATEMENTSJUNE 30, 2005FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARIESCONTENTS                                           PAGE- Unaudited Condensed Consolidated Balance Sheets,  June 30, 2005 and March 31, 2005       2 - 3- Unaudited Condensed Consolidated Statements of  Operations, for the three months ended June 30,   2005 and 2004                             4- Unaudited Condensed  Consolidated Statemens of  Comprehensive Income, for the three months ended  June 30, 2005 and 2004                    5- Unaudited Condensed Consolidated Statements of  Cash Flows, for the three months ended June 30,          2005 and 2004                             6 - 7- Notes to Unaudited Condensed Consolidated     Financial Statements                  8 - 18FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARIESUNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETSASSETS                                    June 30,        March 31,                                      2005           2005                                   ___________     ___________CURRENT ASSETS:  Cash                             $    10,752     $        -  Accounts receivable                      704              -  Inventory                                  -              -                                   ___________     ___________     Total Current Assets               11,456              -                                   ___________     ___________PROPERTY AND EQUIPMENT, net              9,442          10,735                                   ___________     ___________                                        Total Assets                  $    20,898     $    10,735                                   ___________     ___________LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT LIABILITIES:  Bank overdraft                   $     5,584     $    4,534  Accounts payable                      48,588          63,812  Accrued expenses                     780,643         213,876  Advance from related party            79,152         100,213  Accrued payroll                      151,899          65,000  Accrued interest                      41,503          35,723  Due to related parties                 4,071              -                                   ___________     ___________     Total Current Liabilities       1,111,440         483,158  CONVERTIBLE NOTES PAYABLE -   related party (net of discount   of $26,943 and $3,424,respectively)   333,057         31,576                                   ___________     ___________     Total Liabilities               1,444,497         514,734                                   ___________     ___________STOCKHOLDERS' EQUITY (DEFICIT):  Common stock, no par value,   unlimited number of shares   authorized, 52,906,364 and   39,326,364 shares issued and  52,470,364 and 39,326,364   outstanding                        6,200,862       2,805,862  Additional paid in capital         6,058,042       4,956,165  Accumulated deficit              (13,608,317)     (8,237,276)                                   ___________       ___________                                    (1,349,413)       (475,249)  Less:  Treasury stock                (44,850)             -  Less:  Stock subscription receivable  (28,750)       (28,750)  Less:  Other accumulated   comprehensive loss                      (586)             -                                   ___________       ___________     Total Stockholders' Equity     (Deficit)                      (1,423,599)        (503,999)                                   ___________       ___________                                   $    20,898       $  10,735                                   ___________       ___________The balance sheet at March 31, 2005 was taken from the audited financialstatements at that date and condensed.The accompanying notes are an integral part of these unaudited condensedconsolidated financial statements.FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARIESUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                                                                                                For the Three Months                                             Ended June 30,                                             _______________________                                                2005         2004                                                    ___________   ___________REVENUE                                      $        90   $    5,411COST OF GOODS SOLD                                 2,468         2,678                                             ___________   ___________GROSS PROFIT (LOSS)                               (2,378)        2,733                                             ___________   ___________EXPENSES:  Selling                                          1,780        20,325  General and administrative                   5,358,416     1,301,375                                             ___________   ___________     Total Expenses                            5,360,196     1,321,700                                             ___________   ___________LOSS BEFORE OTHER  INCOME (EXPENSE)                            (5,362,574)   (1,318,967)OTHER INCOME (EXPENSE):  Interest expense                                (8,467)      (16,715)                                             ___________   ___________LOSS BEFORE INCOME TAXES                      (5,371,041)   (1,335,682)CURRENT TAX EXPENSE                                    -             -DEFERRED TAX EXPENSE                                   -             -                                             ___________   ___________NET LOSS                                     $(5,371,041)  $(1,335,682)                                             ___________   ___________LOSS PER COMMON SHARE                        $      (.11)  $     (.04)                                             ___________   ___________The accompanying notes are an integral part of these unaudited condensedconsolidated financial statements.FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OFCOMPREHENSIVE INCOME                                           For the Three                                                   Months Ended                                                    June 30,                                                   _____________________________                                                2005           2004                                                  _____________   _____________NET INCOME (LOSS)                          $  (5,371,041)  $  (1,335,682)OTHER COMPREHENSIVE INCOME:  Foreign currency translation                     (586)              -                                           _____________   _____________COMPREHENSIVE INCOME (LOSS)                $  (5,371,627)  $  (1,335,682)                                           _____________   _____________The accompanying notes are an integral part of these unaudited condensedconsolidated financial statements.FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARIESUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                                                   For the Three Months                                                     Ended June 30,                                               ____________________________                                                    2005           2004                                               _____________  _____________Cash Flows from Operating Activities:  Net loss                                     $  (5,371,041) $  (1,335,682)  Adjustments to reconcile net loss to net   cash used by operating activities:     Depreciation and amortization                     1,668          1,618     Amortization of discount                          2,672             -     Non-cash services for stock and warrants      4,470,686      1,118,750          Net changes to:       Accounts receivable                              (704)           131       Inventory                                           -          6,212       Due to related party                            4,071             -       Prepaid expenses                                    -        (50,000)       Accounts payable                              (15,224)        (3,709)       Accrued expenses                              566,767          7,146       Accrued payroll officers                       86,899         17,249       Accrued interest                                5,780             -                                               _____________  _____________         Net Cash (Used) by OperatingActivities     (248,426)     (238,285)                                               _____________  _____________Cash Flows from Investing Activities                                      Purchase of property and equipment                   (375)        (2,685)                                               _____________  _____________       Net Cash (Used) by Investing Activities           (375)        (2,685)                                               _____________  _____________Cash Flows from Financing Activities:  Bank overdraft                                       1,050             -  Increase (decrease) in advances     from related party                               (21,061)       235,744  Proceeds from issuance of common stock                   -         10,000  Purchase of treasury stock                         (44,850)            -  Proceeds from issuance of notes payable            325,000             -                                               _____________  _____________    Net Cash Provided by Financing Activities        260,139        245,744                                               _____________  _____________Effect of Exchange Rate Changes                         (586)             -                                               _____________  _____________Net Increase in Cash                                  10,752          4,774Cash at Beginning of Period                                -         10,238                                               _____________  _____________Cash at End of Period                          $      10,752  $     15,012                                               _____________  _____________Supplemental Disclosures of Cash Flow Information:  Cash paid during the period for:    Interest                                   $          16  $          -     Income taxes                               $           -  $          - The accompanying notes are an integral part of these unaudited condensedconsolidated financial statements.FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARIESUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS[Continued]Supplemental Schedule of Non-cash Investing and Financing Activities:  For the three months ended June 30, 2005:The Company issued a total of 13,580,000 shares of common stock for servicesvalued at $3,395,000.  In addition, the Company bought back a total of436,000 shares of common stock for services valued at $44,850.The Company issued 4,070,000 warrants to purchase common stock for servicesrendered.  The warrants were record at $1,075,686 for approximately $.27per share.The accompanying notes are an integral part of these unaudited condensedconsolidated financial statements.FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARIESNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSNOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESOrganization - Face Print Global Solutions, Inc. ("Parent") was organized underthe laws of the State of Wyoming on November 12, 1999 as Dostuk Holdings, Inc. Parent had been inactive since its inception.  In March 2003, Parentchanged its name to Face Print Global Solutions, Inc.FacePrint Global Solutions, Inc. ("Subsidiary") was organized under the laws ofthe State of California on January 30, 2003.  On March 31, 2003, Parentacquired Subsidiary pursuant to an Agreement and Plan of Reorganization signedMarch 17, 2003.  The agreement called for Parent to issue 24,070,000 sharesof its common stock to the former shareholders of Subsidiary for all 24,070,000outstanding shares of Subsidiary's common stock wherein Subsidiary became awholly-owned subsidiary of Parent [See Note 2].  The acquisition has beenaccounted for as a recapitalization of Subsidiary in a manner similar to areverse purchase.  Accordingly, the equity transactions have been restatedto reflect the recapitalization of Subsidiary and the operations of Parent priorto the date of acquisition have been eliminated.  The financial statementsreflect the operations of Subsidiary from its inception.Apometrix Technologies, Inc. ("Second Subsidiary"), was organized under the lawsof Canada on December 4, 2004.  On May 31, 2005, Parent acquired SecondSubsidiary pursuant to a Share Purchase Agreement signed May 31, 2005. Parent acquired 100% of the outstanding stock of Second Subsidiary for cash of$7,673.  The acquisition is accounted for as a purchase and accordingly theoperations of Second Subsidiary prior to the date of acquisition have beeneliminated.  Face Print Global Solutions, Inc., Subsidiary, and Second Subsidiary ("theCompany") plans to develop and market facial recognition software.  Thecompany also has been marketing playing cards printed with custom faces. The Company has, at the present time, not paid any dividends and any dividendsthat may be paid in the future will depend upon the financial requirements ofthe Company and other relevant factors.Condensed Financial Statements - The accompanying financial statements have beenprepared by the Company without audit.  In the opinion of management, alladjustments (which include only normal recurring adjustments) necessary topresent fairly the financial position, results of operations and cash flows atJune 30, 2005 and 2004 and for the periods then ended have been made.Certain information and footnote disclosures normally included in financialstatements prepared in accordance with generally accepted accounting principlesin the United States of America have been condensed or omitted.  It issuggested that these condensed financial statements be read in conjunction withthe financial statements and notes thereto included in the Company's March 31,2005 audited financial statements.  The results of operations for theperiods ended June 30, 2005 and 2004 are not necessarily indicative of theoperating results for the full year.Consolidation - The consolidated financial statements include the accounts ofParent and its wholly-owned Subsidiaries.  All significant intercompanytransactions have been eliminated in consolidation.Fiscal Year - The Company's fiscal year-end is March 31st.FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARIESNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSNOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]Cash and Cash Equivalents - The Company considers all highly-liquid debtinvestments purchased with a maturity of three months or less to be cashequivalents.Accounts and Loans Receivable - The Company records accounts and loansreceivable at the lower of cost or fair value.  The Company determines thelower of cost or fair value of non-mortgage loans on an individual asset basis. The Company recognizes interest income on an account receivable based on thestated interest rate for past-due accounts over the period that the account ispast due.  The Company recognizes interest income on a loan receivablebased on the stated interest rate over the term of the loan.  The Companyaccumulates and defers fees and costs associated with establishing a receivableto be amortized over the estimated life of the related receivable.  TheCompany estimates allowances for doubtful accounts and loan losses based on theaged receivable balances and historical losses.  The Company recordsinterest income on delinquent accounts and loans receivable only when payment isreceived.  The Company first applies payments received on delinquentaccounts and loans receivable to eliminate the outstanding principal.  TheCompany charges off uncollectible accounts and loans receivable when managementestimates no possibility of collecting the related receivable.  The Companyconsiders accounts and loans receivable to be past due or delinquent based oncontractual terms.Property and Equipment - Property and equipment are stated at cost. Expenditures for major renewals and betterments that extend the useful lives ofproperty and equipment are capitalized upon being placed in service. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimateduseful lives of the assets of three years.  In accordance with Statement ofFinancial Accounting Standards No. 144, "Accounting for the Impairment orDisposal of Long-Lived Assets", the Company periodically reviews their propertyand equipment for impairment.Website Costs - The Company has adopted the provisions of Emerging Issues TaskForce 00-2, "Accounting for Web Site Development Costs."  Costs incurred inthe planning stage of a website are expensed as research and development whilecosts incurred in the development stage are capitalized and amortized over thelife of the asset, estimated to be five years.  As of June 30, 2005, theCompany has capitalized a total of $6,222 of website costs which are included inproperty and equipment.  The Company did not incur any planning costs anddid not record any research and development costs for the three months endedJune 30, 2005 and 2004. Intangible Assets - The Company accounts for their intangible assets inaccordance with Statement of Financial Accounting Standards No. 142, "Goodwilland Other Intangible Assets".  SFAS No. 142 establishes threeclassifications for intangible assets including definite-life intangible assets,indefinite-life intangible assets and goodwill and requires different accountingtreatment and disclosures for each classification.  In accordance with SFASNo. 142, the Company periodically reviews their intangible assets forimpairment.  No impairment was recorded during the three months ended June30, 2005 and 2004.  Amortization expense for the three months ended June30, 2005 and 2004 was $0 and $0, respectively.FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARIESNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSNOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]Revenue Recognition - The Company's revenue has come from the sale of customplaying cards.  The Company recognized revenue when rights and risk ofownership have passed to the customer, there is persuasive evidence of a salesarrangement, product has been shipped or delivered to the customer, the priceand terms are finalized and collection of the resulting receivable is reasonableassured.  Products are shipped FOB shipping point at which time titlepasses to the customer because there is no right of return after shipment.Advertising Costs - Advertising costs are charged to operations when incurred. The Company expensed $1,780 and $20,325 in advertising costs during the threemonths ended June 30, 2005 and 2004, respectively.Stock-Based Compensation - The Company has one stock-based employee compensationplan [See Note 5].  The Company accounts for its plan under the recognitionand measurement principles of Accounting Principles Board Opinion No. 25,"Accounting for Stock Issued to Employees" and related Interpretations. The Company has not issued any stock options or warrants under the plan.Research and Development - The Company expenses research and development asincurred.  For the three months ended June 30, 2005 and 2004, respectively,the Company expensed $21,082 and $50,000 in research and development.Income Taxes - The Company accounts for income taxes in accordance withStatement of Financial Accounting Standards No. 109, "Accounting for IncomeTaxes" [See Note 6].Loss Per Share - The computation of loss per share is based on the weightedaverage number of shares outstanding during the period presented in accordancewith Statement of Financial Accounting Standards No. 128, "Earnings Per Share"[See Note 10].Accounting Estimates - The preparation of financial statements in conformitywith generally accepted accounting principles in the United States of Americarequires management to make estimates and assumptions that affect the reportedamounts of assets and liabilities, the disclosures of contingent assets andliabilities at the date of the financial statements, and the reported amount ofrevenues and expenses during the reported period.  Actual results coulddiffer from those estimated.Recently Enacted Accounting Standards - Statement of Financial AccountingStandards ("SFAS") No. 151, "Inventory Costs - an amendment of ARB No. 43,Chapter 4", SFAS No. 152, "Accounting for Real Estate Time-sharing Transactions- an amendment of FASB Statements No. 66 and 67", SFAS No. 153, "Exchanges of Nonmonetary Assets- an amendment of APB Opinion No. 29", and SFAS No. 123(revised 2004), "Share-Based Payment", were recently issued.  SFAS No. 151,152, 153 and 123 (revised 2004) have no current applicability to the Company ortheir effect on the financial statements would not have been significant.FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARIESNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSNOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]Restatement - The financial statements have been restated for all periodspresented to reflect the recapitalization of Subsidiary [See Note 2].Reclassification - The financial statements for periods prior to June 30, 2005have been reclassified to conform to the headings and classifications used inthe June 30, 2005 financial statements.Foreign currency translation - Financial statements of internationalsubsidiaries are translated into U.S. dollars using the exchange rate at eachbalance sheet date for assets and liabilities and the weighted average exchangerate for each period for revenues, expenses, gains and losses.  Translationadjustments are recorded as a separate component of accumulated othercomprehensive income (loss) and foreign currency transaction gains and lossesare recorded in other income and expense.NOTE 2 -- ACQUISITION AND PLAN OF REORGANIZATIONReorganization - On March 17, 2003, Parent and Subsidiary entered into anAgreement and Plan of Reorganization whereby Parent agreed to acquire 100% ofSubsidiary in a stock for stock exchange.  The agreement called for Parentto issue 24,070,000 shares of common stock to the former shareholders ofSubsidiary for all 24,070,000 outstanding shares of Subsidiary's common stock. The Company has accounted for the acquisition as a recapitalization ofSubsidiary in a manner similar to a reverse purchase.  Accordingly, theequity transactions have been restated to reflect the recapitalization ofSubsidiary and the operations of Parent prior to the date of acquisition havebeen eliminated.  The financial statements reflect the operations ofSubsidiary from its inception.Business acquisition - On May 31, 2005, Parent acquired Second Subsidiarypursuant to a Share Purchase Agreement signed May 31, 2005.  Parentacquired 100% of the outstanding stock of Second Subsidiary for cash of $7,673. The acquisition is accounted for as a purchase and accordingly the operations ofSecond Subsidiary prior to the date of acquisition have been eliminated. The following proforma information discloses the results of operations for theperiods presented as though the business combination had been completed as ofthe beginning of the periods presented.                                         For the Three                                       Months Ended                                          June 30,                                   _________________________                                       2005        2004                                   ____________ ____________  Revenue                          $     21,507 $      5,411         Cost of goods sold                      2,468        2,678         Expenses                            5,363,575    1,321,700  Other income (expense)                 (8,467)     (16,715)                                   ____________ ____________  Net (loss)                       $ (5,353,003)$ (1,335,682)                                   ____________ ____________  (Loss) per Share                 $       (.11)$      (.04)                                           ____________ ____________FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARIESNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSNOTE 3 -- PROPERTY AND EQUIPMENTProperty and equipment consist of the following at:                                     June 30,     March 31,                                       2005        2005                                   ____________ ____________  Office furniture and equipment    $    14,153 $     13,778  Website                                 6,222        6,222                                   ____________ ____________                                         20,375       20,000  Less:  Accumulated depreciation       (10,933)      (9,265)                                   ____________ ____________     Net Property and Equipment     $     9,442 $     10,735                                   ____________ ____________Depreciation expense for the three months ended June 30, 2005 and 2004 was$1,668 and $1,618, respectively.NOTE 4 - CONVERTIBLE NOTES PAYABLE The Company issued a $5,000 convertible note payable with a discount of $532 toJulie Kemp.  The note accrues interest at 10% per annum, is due January2007 and is convertible into common stock at $.50 per share.  At June 30,2005 the remaining discount to be amortized is $399.The Company issued a $20,000 convertible note payable with a discount of $2,127to Michel Carrier.  The note accrues interest at 10% per annum, is dueJanuary 2007 and is convertible into common stock at $.50 per share.  AtJune 30, 2005 the remaining discount to be amortized is $1,595.The Company issued a $10,000 convertible note payable with a discount of $1,255to Marion Paradis.  The note accrues interest at 10% per annum, is dueJanuary 2007 and is convertible into common stock at $.50 per share.  AtJune 30, 2005 the remaining discount to be amortized is $941.The Company issued a $125,000 convertible note payable with a discount of$10,073 to 1451063 Ontario, Inc.  The note accrues interest at 10% perannum, is due May 2007 and is convertible into common stock at $.50 per share. At June 30, 2005 the remaining discount to be amortized is $9,234.The Company issued a $200,000 convertible note payable with a discount of$16,117 to Gestion Lamvric, Inc.  The note accrues interest at 10% perannum, is due May 2007 and is convertible into common stock at $.50 per share. At June 30, 2005 the remaining discount to be amortized is $14,774.FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARIESNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSNOTE 5 -- CAPITAL STOCKCommon Stock -- The Company has authorized an unlimited number of shares of nopar value common stock.  In January 2003, in connection with theirorganization, the Company issued 24,070,000 shares of their previouslyauthorized but unissued common stock to various individuals including 13,510,000which was issued to an officer/shareholder of the Company.  The shares wereissued for a subscription receivable of $13,750 and for services rendered valuedat $226,950 (or $.01 per share).  The Company collected the entire $13,750subscription receivable in August 2003.In March 2003, Parent entered into an Agreement and Plan of Reorganization withSubsidiary, which has been accounted for as a recapitalization of Subsidiary[See Note 2].During the year ended March 31, 2004, the Company issued 163,072 shares ofcommon stock and 163,072 warrants to purchase common stock for payment of debtof $40,768, approximately $.127 per share and $.123 per warrant. During the year ended March 31, 2004, the company issued 36,928 shares of commonstock and 36,928 warrants to purchase common stock for services, valued at$9,232, approximately $.127 per share and $.123 per warrant.During the year ended March 31, 2004, the Company issued 1,250,000 shares ofcommon stock for services valued at $312,500, approximately $.25 per share.During the year ended March 31, 2004, the Company issued 731,000 shares ofcommon stock and 731,000 warrants to purchase common stock for cash of $182,750,approximately $.127 per share and $.123 per warrant.In January 2005, the Company issued 14,500,000 warrants to purchase common stockfor services rendered.  The warrants were recorded at $4,347,100 orapproximately $.30 per share.In January 2005, in connection with the issuance of $35,000 in convertibledebentures, the company issued 17,500 warrants to purchase common stock andallocated proceeds received of approximately $.22 per share to the warrants. A corresponding discount was recorded for the convertible debentures.During the year ended March 31, 2005, 3,100,000 shares of common stock werereturned to the Company for cancellation.During the year ended March 31, 2005, the Company issued 115,000 shares ofcommon stock and warrants to purchase 115,000 shares of common stock forsubscriptions receivable in the amount of $28,750.During the year ended March 31, 2005, in connection with the issuance of$718,682 in convertible debentures, the Company issued 359,341 warrants topurchase common stock.  The Company converted $718,682 in notes payableinto common stock at $.50 per share.  The total amount of shares issued asa result of this conversion was 1,437,364.During the year ended March 31, 2005, the Company issued 5,583,000 shares ofcommon stock for services valued at $1,395,750, approximately $.25 per share.FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARIESNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSNOTE 5- CAPITAL STOCK [Continued]During the year ended March 31, 2005, the Company issued 40,000 shares of commonstock and warrants to purchase 40,000 share of common stock for $10,000 cash,approximately $.127 per share and $.123 per warrant.  During the year ended March 31, 2005, the Company converted accrued salary to1,881,113 warrants to purchase common stock in lieu of wages valued at $282,167. The warrants were valued at $390,707 and additional compensation of $108,540 wasrecorded.During the three months ended June 30, 2005, in connection with the issuance of$325,000 in convertible debentures, the Company issued 162,500 warrants topurchase common stock and allocated proceeds received of approximately $.18 pershare to the warrants.  A corresponding discount was recorded for theconvertible debentures.During the three months ended June 30, 2005, the Company issued a total of13,580,000 shares of common stock for services valued at $3,395,000.  Inaddition, the Company bought back a total of 436,000 shares of common stock forservices valued at $44,850.During the three months ended June 30, 2005, the Company issued 4,070,000warrants to purchase common stock for services rendered.  The warrants wererecorded at $1,075,686 for approximately $.27 per share.A summary of the status of the warrants granted at March 31, 2005 and 2004 andchanges during the years then ended is presented below.                                              For the Three         For the Year                                              Months Ended           Ended                                              June 30, 2005         March 31, 2005                                             ________________     ________________                                                       Weighted            Weighted                                                       Average              Average                                                       Exercise            Exercise                                            Shares      Price      Shares    Price                                            _______    _______     _______  _______Outstanding at beginning of period        17,843,954  $    .06     931,000  $    ..50Granted                                    4,232,500       .04  16,912,954       ..03Exercised                                          -         -          -          -Forfeited                                          -         -          -          -Expired                                            -         -          -          -                                            _______    _______     _______  _______Outstanding at end of period              22,076,454  $    .06  17,843,954  $    ..06                                            _______    _______     _______  _______Weighted average fair value of   options granted during the period        4,232,500  $    .04  16,912,954  $    ..03                                            _______    _______     _______  _______The fair value of each warrant granted is estimated on the date granted usingthe Black-Scholes pricing model, with the following assumptions used for thegrants during 2004: risk-free interest rate of 1.79%, expected dividend yield ofzero, expected lives of 2 years and expected volatility of 318%.  Thefollowing assumptions were used for options granted during 2005: risk-freeinterest rate of between 2.80% and 4.18%, expected dividend yield of zero,expected lives of 5 years and expected volatility of between 197% and 248%. FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARIESNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSNOTE 5- CAPITAL STOCK [Continued]A summary of the status of the warrants outstanding at June 30, 2005 ispresented below:             Warrants Outstanding                              Warrants Exercisable         ___________________________________________       _________________________ Range of                   Weighted-Average  Weighted-Average           Weighted-Average Exercise        Number       Remaining        Exercise       Number          Exercise Prices        Outstanding Contractual Life       Price       Exercisable        Price___________   ___________    ______________  ______________   _________    ______________$        .001  18,570,000       3.9 years    $        ..001   18,570,000   $       ..001         .05    1,881,113       4.8 years              ..05    1,881,113            ..05         .50    1,086,000       0.4 years              ..50    1,086,000            ..50        1.00     539,341        3.4 years             1.00      539,341           1.00___________   ___________    ______________  ______________   _________    ______________$.001 - 1.00   22,076,454       3.8 years    $         ..05   22,076,454    $       ..05___________   ___________    ______________  ______________   _________    ______________Reservation of Subsidiary Stock - In February 2003, Subsidiary's Board ofDirectors resolved to reserve 1,000,000 shares of Subsidiary's common stock tobe issued under options to employees, advisors and consultants.Stock Option Plan - In November 1999, the Board of Directors of Parent adoptedand the stockholders at that time approved the 1999 Stock Option Plan ("thePlan").  The Plan provides for the granting of qualified and non-qualifiedstock options to purchase up to 2,000,000 shares of common stock to directors,officers, advisors and employees of the Company as well as to employees ofcompanies that do business with the Company.  Awards under the plan will begranted as determined by the Stock Option Committee of the Board of Directors. The Plan limits awards to directors, officers and employees to $100,000 ofcompensation per year.  The options will expire after 10 years or 5 yearsif the option holder owns at least 10% of the common stock of the Company. The exercise price of a non-qualified option must be at least 85% of the marketprice on the date of issue.  The exercise price of a qualified option mustbe at least equal to the market price or 110% of the market price on the date ofissue if the option holder owns at least 10% of the common stock of the Company. At June 30, 2005, no awards had been made and total awards available to begranted from the Plan amounted to 2,000,000 shares.NOTE 6 -- INCOME TAXESThe Company accounts for income taxes in accordance with Statement of FinancialAccounting Standards No. 109, "Accounting for Income Taxes".  SFAS No. 109requires the Company to provide a net deferred tax asset/liability equal to theexpected future tax benefit/expense of temporary reporting differences betweenbook and tax accounting methods and any available operating loss or tax creditcarryforwards.FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARIESNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSNOTE 6 -- INCOME TAXES [Continued]The Company has available at June 30, 2005 unused U.S. and foreign operatingloss carryforwards of approximately $7,683,000 and 48,000 which may be appliedagainst future taxable income and which expire in 2026.  The amount of andultimate realization of the benefits from the operating loss carryforwards forincome tax purposes is dependent, in part, upon the tax laws in effect, thefuture earnings of the Company, and other future events, the effects of whichcannot be determined.  Because of the uncertainty surrounding therealization of the net deferred tax assets, the Company has established avaluation allowance equal to their tax effect and, therefore, no deferred taxasset has been recognized.  [The net deferred tax assets, which consist ofdeferred compensation, tax basis of fixed assets in excess of book basis and netoperating loss carryforwards, are approximately $1,775,000 and $795,000 as ofJune 30, 2005 and March 31, 2005, respectively, with an offsetting valuationallowance of the same amount, resulting in a change in the valuation allowanceof approximately $980,000 for the three months ended June 30, 2005.]NOTE 7 -- RELATED PARTY TRANSACTIONSAdvances from Related Party - Officers and shareholders of the Company have madepayments on behalf of the Company and cash advances to the Company.  AtJune 30, 2005 the Company had outstanding advances from officers andshareholders of $79,152.  Management Compensation - In January 2003, the Company issued 13,510,000 sharesof common stock to an officer/shareholder of the Company for services renderedvalued at $135,100 [See Note 5].  As of June 30, 2005, the Company hadaccrued $33,000 of salary owed to an officer/shareholder of the Company, ofwhich $11,000 has been paid.  Salary expense to the officer/shareholder forthe three months ended June 30, 2005 and 2004 amounted to $33,000 and $32,500,respectively.NOTE 8 - COMMITMENTS AND CONTINGENCIESInvestors Relations Agreement - In February 2005, the Company signed aninvestors relations agreement with CCG Investor Relations for investor relationsservices.  The agreement calls for the Company to pay a retainer of $6,000per month.  In addition, the Company will also issue 50,000 shares ofcommon stock each month under the agreement.  The term of this agreementshall be for the period March 1, 2005 through August 31, 2005 and continuing ona month-to-month basis thereafter unless terminated by either party by providinga thirty- day written notice.FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARIESNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSNOTE 8 - COMMITMENTS AND CONTINGENCIES [Continued]Rental Agreement - In March 2003, Face Print assumed an office lease for 1,792square feet in Fresno, California from its majority founder that expiresNovember 30, 2007.  In April 2005 Apometrix assumed an office lease inCanada that expires in March 2006.  Rent expense for the three months endedJune 30, 2005 and 2004 was $9,571 and $8,225, respectively.  The futureminimum lease payments are as follows:  Years Ended June 30:     2006        $37,040     2007        34,692     2008        14,550     2009            -     Total       86,282NOTE 9 -- GOING CONCERNThe accompanying financial statements have been prepared in conformity withgenerally accepted accounting principles in the United States of America, whichcontemplate continuation of the Company as a going concern.  However, theCompany was only recently formed and has not yet been successful in establishingprofitable operations.  Further, the Company has current liabilities inexcess of current assets.  These factors raise substantial doubt about theability of the Company to continue as a going concern.  In this regard,management is proposing to raise any necessary additional funds not provided byoperations through loans or through additional sales of their common stock. There is no assurance that the Company will be successful in raising thisadditional capital or in achieving profitable operations.  The financialstatements do not include any adjustments that might result from the outcome ofthese uncertainties.NOTE 10 -- LOSS PER SHAREThe following data shows the amounts used in computing loss per share:                                                                                              For the Three Months                                            Ended June 30,                                            _______________________                                               2005        2004                                            ___________   __________  Loss from operations   available to common shareholders   (numerator)                               $(5,371,041)  $(1,335,682)                                            ___________   __________  Weighted average number of  common shares outstanding   used in loss per share for the  period (denominator)                       49,345,254    36,105,503                                            ___________   __________At June 30, 2005, the Company had outstanding warrants and notes payableconvertible into shares of common stock, which were not used in the computationof loss per share because their effect would be anti-dilutive.  Dilutiveloss per share was not presented, as the Company had no common stock equivalentshares for all periods presented that would affect the computation of dilutedloss per share.FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARIESNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSNOTE 11 - SUBSEQUENT EVENTSDistribution Agreement -- The Company has signed a licensing and distributionagreement with the French company Keyvelop for exclusive use of Keyveloptechnology in Canada and Mexico and distribution of the technology in the U.S.**ITEM 2. LEGAL PROCEEDINGS**
FGS is not a party to any material legal proceedings.
**ITEM 3. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**
**Overview**

FACEPRINT GLOBAL SOLUTIONS (FGS)is a software-development company engaged in facial recognition and facialimagery. Our mission is to become a world leader in the field of biometrics anddeveloping high accuracy products in facial recognition technology. We addressthe critical needs in facial recognition related to identity verification incrime-prevention and worldwide efforts against terrorism. 
Our goal is to establish a standard in the identity authentication andvalidation with our E-DNA Bioprint Coding System(tm). Our E-DNA solution issuperior to competitors' due to its ability to operate in controlled anduncontrolled environments.

Our business targets public safety and security (law enforcement and homelandsecurity), military access control, immigration and border controls,correctional departments, government agencies, Department(s) of Motor Vehiclesand the Justice Department.

Our plan includes providing value added services. Within this framework, wewill offer online courses in the area of law enforcement and biometry with toensure that private security personnel and law enforcement personnel receive anadequate training in identification, verification and the use of newtechnologies.

In addition, FGS is seeking to distribute existing related technologyproducts into our target customer base to grow out own customer base, whilebuild a strong and effective sales and marketing team. 

FGS is continuing to grow its relationship with America's Most Wanted todevelop more playing card decks and branded products. FGS is currentlynegotiating with a marketing company to distribute our AMW playing cards decksinto major mass merchandisers. 

At June 30, 2005, we had three full time employees and threepart time consultants.**Cash requirements, Liquidity and Capital Resources**
Our principal source of operating capital has been provided by private sales of our common stockand convertible notes, stockholder loans, and stock issued for services, as well assome revenues from our operations. During the fiscal year ended March 31, 2005 the company soldstock and convertible notes totaling $60,000 and received $531,136 in shareholder loans.We issued 5,583,000 shares of common stock for services valued at $1,395,749.

We have entered into a license agreement with Fox Televisions"Americas Most Wanted" under which we distribute and market a deck of playingcards with the faces and information of America's 56 most wanted criminals.Sales commenced in November 2003. Our sales of the playing cards have decreasedto $13,412 in fiscal 2005 compared to $41,241 in fiscal 2004. We are phasing outthe playing cards to focus on our other areas of business.

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 March 31, 2005 we hadnegative cash on hand, a bank overdraft of $4,534 and a negative working capital position of approximately $483,158, of which $100,213 was shareholder loans and $65,000 is unpaid compensation due toemployees.

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 approximately amounts needed for each category of expenses:

Software development 
1,200,000
Marketing, advertising and promotion
1,000,000
General 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**
We entered into a contract for our Elearning curriculum software and product software development in May2004 with a ISACSOFT a publicly traded Canadian company.

We estimate the total amount of cash needed for the elearning and software development to be $2.0 million over the next two years. 

Our FACEPRINT is software under development allows for the creation of billions of combinations of facial images of either sex, any race and age group. FACEPRINT utilizes our internally developed morphological coding algorithm, EDNA (a digital imprint of the face) for rapid transmission and/or information sharing. Our goal isto start selling FACEPRINT in the Winter of  2005.

Our EZ Match software addresses identity verification and authentication for security purpose (passports, drivers license) using the FACEPRINT technology. EZMatch 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. This is expected to have a major impact in identity verification and making possible matches with suspect composite pictures (for example, Most Wanted or Suspected Terrorist lists). Our goal is to start selling EZ Match inDecember 2005. 

We are developing a series of online courses for law enforcement and security professionals. Our courses will be developed by certified police instructors and wellknown criminologists in the industry. ELearning is an online training program that will create value to our products and any other product we choose to distribute. Our goal is to have our courses available online inDecember2005 and continually add and update the classes monthly.

**Risk Factors and Cautionary Statements**

Our future operating results are subject to many facilities, including:

* our success in developing our EZ Match software;

* our ability to attract and retain customers and ourother products;

* the effects of competition from other facial recognitionsoftware companies; and

* our ability to obtain additional financing.
**ITEM 4. CONTROLS AND PROCEDURES**
(a) Evaluation of Disclosure Controls and Procedures. Regulations under theSecurities Exchange Act of 1934 require public companies to maintain 'disclosurecontrols and procedures,' which are defined to mean a company's controls andother procedures that are designed to ensure that information required to bedisclosed in the reports that it files or submits under the Securities ExchangeAct of 1934 is recorded, processed, summarized and reported, within the timeperiods specified in the Commission's rules and forms. Within 90 days prior tothe filing date of this Report (the 'Evaluation Date'), the Company's principalexecutive officer ('CEO') and principal financial officer ('CFO') carried out anevaluation of the effectiveness of the Company's disclosure controls andprocedures. Based on those evaluations, as of the Evaluation Date, the Company'sCEO and CFO believe:

(i) that the Company's disclosure controls and procedures are        designed to ensure that information required to be disclosed by the        Company in the reports it files under the Securities Exchange Act of        1934 is recorded, processed, summarized and reported within the time        periods specified in the SEC's rules and forms and that such information        is accumulated and communicated to the Company's management, including        the CEO and CFO, as appropriate to allow timely decisions regarding        required disclosure; and 

(ii) that the Company's disclosure controls and procedures are        effective. 

(b) Changes in Internal Controls. There were no significant changes in ourinternal controls or, to our knowledge, in other factors that couldsignificantly affect our internal controls subsequent to the evaluation datereferred to above.
**ITEM 5. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**
We have not submitted any matters to a vote of security holders during theperiod upon which we are reporting.

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

a. Reports on Form 8-K. 

None

b. Exhibits. The following exhibits are hereby filed with this        report:
**Exhibit Number****Description**99.1. Certification of Chief Executive Officer    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.99.2. Certification of Chief Financial Officer    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 

SIGNATURES**
Pursuant to the requirements of Section 13 or 15(d) of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signed onits behalf by the undersigned, thereunto duly authorized.
 */s/    Serge Carrier*    _______________________________    Serge Carrier
FACE PRINT GLOBAL SOLUTIONS, INC.    Chief Executive Officer
August 19, 2005
 
**CERTIFICATION OF CHIEF EXECUTIVE OFFICER**
I, Serge Carrier, certify that: 

1. I have reviewed this quarterly report on Form 10-QSB of Face Print GlobalSolutions, Inc.; 

2. Based on my knowledge, this Quarterly Report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this QuarterlyReport;

3. Based on my knowledge, the financial statements, and other financialinformation included in this Quarterly Report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this Quarterly Report.

4. I am responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for theregistrant and I have: 

a) designed such disclosure controls and procedures to ensure that        material information relating to the registrant, including its        consolidated subsidiaries, is made known to us by others within those        entities, particularly during the period in which this Quarterly Report        is being prepared; 

b) evaluated the effectiveness of the registrant's disclosure        controls and procedures as of a date within 90 days prior to the filing        date of this Quarterly Report (the 'Evaluation Date'); and 

c) presented in this Quarterly Report our conclusions about the        effectiveness of the disclosure controls and procedures based on our        evaluation as of the Evaluation Date; 

5. The registrant's other certifying officers and I have disclosed, based onour most recent evaluation, to the registrant's auditors and the audit committeeof registrant's board of directors (or persons performing the equivalentfunction): 

a) all significant deficiencies in the design or operation of        internal controls which could adversely affect the registrant's ability        to record, process, summarize and report financial data and have        identified for the registrant's auditors any material weaknesses in        internal controls; and 

b) any fraud, whether or not material, that involves management or        other employees who have a significant role in the registrant's internal        controls; and 

6. The registrant's other certifying officers and I have indicated in thisQuarterly Report whether or not there were significant changes in internalcontrols or in other factors that could significantly affect internal controlssubsequent to the date of our most recent evaluation, including any correctiveactions with regard to significant deficiencies and material weaknesses. 

Date: August 19, 2005
*/s/ Serge Carrier_____________________Serge CarrierChief Executive Officer 

 

**CERTIFICATION OF CHIEF  FINANCIAL OFFICER**

 

I, Jean Lajoie, certify that: 

1. I have reviewed this quarterly report on Form 10-QSB of Face Print GlobalSolutions, Inc.; 

2. Based on my knowledge, this Quarterly Report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this QuarterlyReport;

3. Based on my knowledge, the financial statements, and other financialinformation included in this Quarterly Report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this Quarterly Report.

4. I am responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for theregistrant and I have: 

a) designed such disclosure controls and procedures to ensure that        material information relating to the registrant, including its        consolidated subsidiaries, is made known to us by others within those        entities, particularly during the period in which this Quarterly Report        is being prepared; 

b) evaluated the effectiveness of the registrant's disclosure        controls and procedures as of a date within 90 days prior to the filing        date of this Quarterly Report (the 'Evaluation Date'); and 

c) presented in this Quarterly Report our conclusions about the        effectiveness of the disclosure controls and procedures based on our        evaluation as of the Evaluation Date; 

5. The registrant's other certifying officers and I have disclosed, based onour most recent evaluation, to the registrant's auditors and the audit committeeof registrant's board of directors (or persons performing the equivalentfunction): 

a) all significant deficiencies in the design or operation of        internal controls which could adversely affect the registrant's ability        to record, process, summarize and report financial data and have        identified for the registrant's auditors any material weaknesses in        internal controls; and 

b) any fraud, whether or not material, that involves management or        other employees who have a significant role in the registrant's internal        controls; and 

6. The registrant's other certifying officers and I have indicated in thisQuarterly Report whether or not there were significant changes in internalcontrols or in other factors that could significantly affect internal controlssubsequent to the date of our most recent evaluation, including any correctiveactions with regard to significant deficiencies and material weaknesses. 

Date: August 19, 2005
*/s/ Jean Lajoie_____________________Jean LajoieChief Financial Officer 
******INDEX TO EXHIBITS**Exhibit Number****Description**99.1. Certification of Chief Executive Officer    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.99.2. Certification of Chief Financial Officer    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
* * *
**Exhibit 99.1. Certification of Chief Executive Officer pursuant to Section906 of the Sarbanes-Oxley Act of 2002.

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)**
In connection with the Quarterly Report of Face Print Global Solutions, Inc.,a Wyoming corporation (the 'Company'), on Form 10-QSB for the period endingJune 30, 2005 as filed with the Securities and Exchange Commission (the 'Report'), I,Serge Carrier, Chief Executive Officer  of the Company, certify, pursuant toSection 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that tomy knowledge: 

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

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

Date: August 19, 2005
*/s/ Serge Carrier_____________________Serge CarrierChief Executive Officer 
**Exhibit 99.2. Certification of Chief Financial Officer pursuant to Section906 of the Sarbanes-Oxley Act of 2002.

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)**
In connection with the Quarterly Report of Face Print Global Solutions, Inc.,a Wyoming corporation (the 'Company'), on Form 10-QSB for the period endingJune 30, 2005 as filed with the Securities and Exchange Commission (the 'Report'), I,Jean Lajoie, Chief  Financial Officer of the Company, certify, pursuant toSection 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that tomy knowledge: 

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

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

Date: August 19, 2005
*/s/ Jean Lajoie_____________________Jean LajoieChief Financial Officer

 

 

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