UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB



|  |                                                                                                                                         
|- | ----------------------------------------------------------------------------------------------------------------------------------------
|x | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended December 31, 2005



| |   
| | --
| | or



|   |                                                                                          
|-- | -----------------------------------------------------------------------------------------
|__ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.



333-109763

__________________________________________________________________________________________________

(Commission File No.)



FACE PRINT GLOBAL SOLUTIONS, INC.

__________________________________________________________________________________________________

(name of small business issuer in its charter)





| |                                                                |  |                                     
| | -------------------------------------------------------------- |  | ------------------------------------
| | Wyoming                                                        |  | 33-0619256                          
| | (State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
| |                                                                |  |                                     
| | 1111 E. Herndon Ave., Suite 115
Fresno, California             |  | 93720                               
| | (Address of principal executive offices)                       |  | (Zip Code)                          



Issuers telephone number: (559) 436-1060



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  Yes [  ]  No [ X ]



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [   ]



As of February 16, 2006, the Registrant had 74,674,726 common shares outstanding.









_________________________________________________________________________________________



Part I  Financial Information



Item 1. Financial Statements



In the opinion of management, the accompanying unaudited financial statements included in this Form 10-QSB reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the periods presented.  The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.









2

_________________________________________________________________________________________

























FACE PRINT GLOBAL SOLUTIONS, INC.

AND SUBSIDIARY



UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS



DECEMBER 31, 2005





















































3

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FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY









CONTENTS





|  |                                                    |        
|- | -------------------------------------------------- | -------
|  |                                                    | PAGE   
|  |                                                    |        
|  |                                                    |        
|— | Unaudited Condensed Consolidated Balance Sheets,   |        
|  | December 31, 2005 and March 31, 2005               | 5  6  
|  |                                                    |        
|  |                                                    |        
|— | Unaudited Condensed Consolidated Statements of     |        
|  | Operations, for the three and nine months ended    |        
|  | December 31, 2005                                  | 7  8  
|  |                                                    |        
|  |                                                    |        
|— | Unaudited Condensed Consolidated Statements of     |        
|  | Cash Flows, for the nine months ended December 31, | 9  10 
|  | 2005 and 2004                                      |        
|  |                                                    |        
|— | Notes to Unaudited Condensed Consolidated          |        
|  | Financial Statements                               | 11 - 23







4

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FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY



UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS







|                                               |   |              |  |   |          
|---------------------------------------------- | - | ------------ |  | - | ---------
|ASSETS                                        
|                                               |   |              |  |   |          
|                                               |   | December 31, |  |   | March 31,
|                                               |   | 2005         |  |   | 2005     
|                                               |   |              |  |   |          
|CURRENT ASSETS:                                |   |              |  |   |          
|Cash                                           | $ | -            |  | $ | -        
|Accounts receivable                            |   | -            |  |   | -        
|                                               |   |              |  |   |          
|Total Current Assets                           |   | -            |  |   | -        
|                                               |   |              |  |   |          
|PROPERTY AND EQUIPMENT,net                     |   | 5,855        |  |   | 10,735   
|                                               |   |              |  |   |          
|                                               |   |              |  |   |          
|Total Assets                                   | $ | 5,855        |  | $ | 10,735   
|                                               |   |              |  |   |          
|                                               |   |              |  |   |          
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
|                                               |   |              |  |   |          
|CURRENT LIABILITIES:                           |   |              |  |   |          
|Bank overdraft                                 | $ | 2,628        |  | $ | 4,534    
|Accounts payable                               |   | 110,197      |  |   | 63,812   
|Accrued expenses                               |   | 850,551      |  |   | 213,876  
|Advance from related party                     |   | 106,892      |  |   | 100,213  
|Accrued payroll                                |   | 3,000        |  |   | 65,000   
|Accrued interest                               |   | 59,944       |  |   | 35,723   
|Due to related parties                         |   | -            |  |   | -        
|                                               |   |              |  |   |          
|Total Current Liabilities                      |   | 1,133,212    |  |   | 483,158  
|                                               |   |              |  |   |          
|CONVERTIBLE NOTES PAYABLE - related party      |   |              |  |   |          
|(net of discount of $20,376 and $3,424,        |   |              |  |   |          
|respectively)                                  |   | 350,374      |  |   | 31,576   
|                                               |   |              |  |   |          
|Total Liabilities                              |   | 1,483,586    |  |   | 514,734  
|                                               |   |              |  |   |          



[Continued]









Note: The balance sheet at March 31, 2005 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.



5

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FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY



UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS





LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT) (Continued)





|                                      |   |              |  |   |           
|------------------------------------- | - | ------------ |  | - | ----------
|                                      |   | December 31, |  |   | March 31, 
|                                      |   | 2005         |  |   | 2005      
|                                      |   |              |  |   |           
|                                      |   |              |  |   |           
|STOCKHOLDERS' EQUITY (DEFICIT):       |   |              |  |   |           
|Common stock, no par value, unlimited |   |              |  |   |           
|number of shares authorized           |   |              |  |   |           
|72,284,826and 39,326,364 shares       |   |              |  |   |           
|issued and outstanding, respectively  |   | 8,460,227    |  |   | 2,805,862 
|Additional paid in capital            |   | 6,692,838    |  |   | 4,956,165 
|Retained earnings (deficit)           |   | (16,557,196) |  |   | (8,237,276
|                                      |   |              |  |   |           
|                                      |   | (1,404,131)  |  |   | (475,249  
|                                      |   |              |  |   |           
|Less:  Treasury stock                 |   | (44,850)     |  |   | -         
|Less:  Stock subscription receivable  |   | (28,750)     |  |   | (28,750   
|                                      |   |              |  |   |           
|Total Stockholders' Equity (Deficit)  |   | (1,477,731)  |  |   | (503,999  
|                                      |   |              |  |   |           
|                                      | $ | 5,855        |  | $ | 10,735    
|                                      |   |              |  |   |           



















Note: The balance sheet at March 31, 2005 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.



6

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FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY



UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS







|                                |   |                      |   |                     |   |             |   |            
|------------------------------- | - | -------------------- | - | ------------------- | - | ----------- | - | -----------
|                                |   | For the Three Months |   | For the Nine Months
|                                |   | Ended December 31,   |   | Ended December 31, 
|                                |   |                      |   |                     |   |             |   |            
|                                |   | 2005                 |   | 2004                |   | 2005        |   | 2004       
|                                |   |                      |   |                     |   |             |   |            
|REVENUE                         | $ | 65                   | $ | 2,446               | $ | 253         | $ | 13,058     
|                                |   |                      |   |                     |   |             |   |            
|COST OF GOODS SOLD              |   | 1,722                |   | 2,818               |   | 4,546       |   | 9,898      
|                                |   |                      |   |                     |   |             |   |            
|GROSS PROFIT (LOSS)             |   | (1,657)              |   | (372)               |   | (4,293)     |   | 3,160      
|                                |   |                      |   |                     |   |             |   |            
|                                |   |                      |   |                     |   |             |   |            
|EXPENSES:                       |   |                      |   |                     |   |             |   |            
|Selling                         |   | 805                  |   | 3,079               |   | 6,610       |   | 28,932     
|General and administrative      |   | 455,208              |   | 373,787             |   | 8,207,556   |   | 2,284,485  
|                                |   |                      |   |                     |   |             |   |            
|Total Expenses                  |   | 456,013              |   | 376,866             |   | 8,214,166   |   | 2,313,417  
|                                |   |                      |   |                     |   |             |   |            
|LOSS BEFORE OTHER               |   |                      |   |                     |   |             |   |            
|INCOME (EXPENSE)                |   | (457,670)            |   | (377,238)           |   | (8,218,459) |   | (2,310,257)
|                                |   |                      |   |                     |   |             |   |            
|OTHER INCOME (EXPENSE):         |   |                      |   |                     |   |             |   |            
|Interest expense                |   | (13,245)             |   | (18,432)            |   | (34,618)    |   | (49,267)   
|                                |   |                      |   |                     |   |             |   |            
|                                |   |                      |   |                     |   |             |   |            
|LOSS BEFORE INCOME TAXES        |   | (470,915)            |   | (395,670)           |   | (8,253,077) |   | (2,359,524)
|                                |   |                      |   |                     |   |             |   |            
|CURRENT TAX EXPENSE             |   | -                    |   | -                   |   | -           |   | -          
|                                |   |                      |   |                     |   |             |   |            
|DEFERRED TAX EXPENSE            |   | -                    |   | -                   |   | -           |   | -          
|                                |   |                      |   |                     |   |             |   |            
|                                |   |                      |   |                     |   |             |   |            
|LOSS FROM CONTINUING OPERATIONS |   | (470,915)            |   | (395,670)           |   | (8,253,077) |   | (2,359,524)
|                                |   |                      |   |                     |   |             |   |            



[Continued]







The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



7

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FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY



UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

[Continued]





|                             |   |                      |   |                     |   |             |   |            
|---------------------------- | - | -------------------- | - | ------------------- | - | ----------- | - | -----------
|                             |   | For the Three Months |   | For the Nine Months
|                             |   | Ended December 31,   |   | Ended December 31, 
|                             |   |                      |   |                     |   |             |   |            
|                             |   | 2005                 |   | 2004                |   | 2005        |   | 2004       
|                             |   |                      |   |                     |   |             |   |            
|                             |   |                      |   |                     |   |             |   |            
|DISCONTINUED OPERATIONS:     |   |                      |   |                     |   |             |   |            
|Loss from operations of      |   |                      |   |                     |   |             |   |            
|discontinued business (net   |   |                      |   |                     |   |             |   |            
|of $0 in income taxes)       |   | -                    |   | -                   |   | (66,428)    |   | -          
|Gain (loss) on disposal of   |   |                      |   |                     |   |             |   |            
|discontinued operations (net |   |                      |   |                     |   |             |   |            
|of $0 in income taxes)       |   | -                    |   | -                   |   | (415)       |   | -          
|                             |   |                      |   |                     |   |             |   |            
|                             |   |                      |   |                     |   |             |   |            
|LOSS FROM DISCONTINUED       |   |                      |   |                     |   |             |   |            
|OPERATIONS                   |   | -                    |   | -                   |   | (66,843)    |   | -          
|                             |   |                      |   |                     |   |             |   |            
|                             |   |                      |   |                     |   |             |   |            
|NET LOSS                     | $ | (470,915)            | $ | (395,670)           | $ | (8,319,920) | $ | (2,359,524)
|                             |   |                      |   |                     |   |             |   |            
|                             |   |                      |   |                     |   |             |   |            
|LOSS PER COMMON SHARE        |   |                      |   |                     |   |             |   |            
|Continuing operations        | $ | (.01)                | $ | (.01)               | $ | (.14)       | $ | (.06)      
|Operations of discontinued   |   |                      |   |                     |   |             |   |            
|business                     |   | -                    |   | -                   |   | (.00)       |   | -          
|Gain (loss) on disposal of   |   |                      |   |                     |   |             |   |            
|discontinued operations      |   | -                    |   | -                   |   | (.00)       |   | -          
|                             |   |                      |   |                     |   |             |   |            
|                             |   |                      |   |                     |   |             |   |            
|Net Loss Per Common Share    | $ | (.01)                | $ | (.01)               | $ | (.14)       | $ | (.06)      
|                             |   |                      |   |                     |   |             |   |            

















The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



8

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FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY



UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                   |   |                     |   |            
|-------------------------------------------------- | - | ------------------- | - | -----------
|                                                   |   | For the Nine Months
|                                                   |   | Ended December 31, 
|                                                   |   |                     |   |            
|                                                   |   | 2005                |   | 2004       
|                                                   |   |                     |   |            
|Cash Flows from Operating Activities:              |   |                     |   |            
|Net loss                                           | $ | (8,319,920)         | $ | (2,359,524)
|Adjustments to reconcile net loss to net cash      |   |                     |   |            
|used by operating activities:                      |   |                     |   |            
|Depreciation and amortization                      |   | 4,880               |   | 4,449      
|Amortization of discount                           |   | 10,382              |   | -          
|Non-cash services for stock and warrants           |   | 6,915,645           |   | 1,604,500  
|                                                   |   |                     |   |            
|Net changes to:                                    |   |                     |   |            
|Accounts receivable                                |   | -                   |   | (406)      
|Inventory                                          |   | -                   |   | 7,362      
|Prepaid expenses                                   |   | -                   |   | 2,753      
|Accounts payable                                   |   | 52,195              |   | 13,581     
|Accrued expenses                                   |   | 636,675             |   | 74,422     
|Accrued payroll officers                           |   | 141,000             |   | 134,249    
|Accrued interest                                   |   | 24,221              |   | 38,802     
|                                                   |   |                     |   |            
|Net Cash (Used) by Operating Activities            |   | (534,922)           |   | (479,812)  
|                                                   |   |                     |   |            
|Cash Flows from Investing Activities               |   |                     |   |            
|Purchase of property and equipment                 |   | -                   |   | -          
|                                                   |   |                     |   |            
|Net Cash (Used) by Investing Activities            |   | -                   |   | -          
|                                                   |   |                     |   |            
|Cash Flows from Financing Activities:              |   |                     |   |            
|Bank overdraft                                     |   | (1,906)             |   | 3,651      
|Increase (decrease) in advances from related party |   | 156,679             |   | 380,923    
|Proceeds from issuance of common stock             |   | 109,249             |   | 10,000     
|Purchase of treasury stock                         |   | (64,850)            |   | -          
|Proceeds from issuance of notes payable            |   | 335,750             |   | 75,000     
|                                                   |   |                     |   |            
|Net Cash Provided by Financing Activities          |   | 534,922             |   | 469,574    
|                                                   |   |                     |   |            
|Net Increase (Decrease) in Cash                    |   | -                   |   | (10,238)   
|                                                   |   |                     |   |            
|Cash at Beginning of Period                        |   | -                   |   | 10,238     
|                                                   |   |                     |   |            
|Cash at End of Period                              | $ | -                   | $ | -          
|                                                   |   |                     |   |            
|Supplemental Disclosures of Cash Flow Information: |   |                     |   |            
|Cash paid during the period for:                   |   |                     |   |            
|Interest                                           | $ | -                   | $ | -          
|Income taxes                                       | $ | -                   | $ | -          



[Continued]



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



9

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FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY



UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

[Continued]





Supplemental Schedule of Non-cash Investing and Financing Activities:



For the nine months ended December 31, 2005:



The Company issued 21,870,000 shares of common stock for services valued at $5,467,500, or approximately $.25 per share.



The Company issued 5,625,000 warrants to purchase common stock for services valued at $1,361,761, or approximately $.24 per share.



The Company issued 1,075,555 warrants to purchase common stock for reduction of accrued debt valued at $143,000 and for services of $72,194, or approximately $.20 per share.



In connection with the issuance of $335,750 in convertible debentures, the Company issued 167,875 warrants to purchase common stock and allocated proceeds received of approximately $.16 per share to the warrants. A corresponding discount of $27,334 was recorded for the convertible debentures.



The Company transferred 100,000 shares of its treasury stock for reduction of debt valued at $5,810 and for services of $14,190, or approximately $.20 per share.



The Company issued 1,000,000 shares of common stock in exchange for $100,000 of advance from related parties, valued at approximately $.10 per share.



The Company issued 250,000 warrants in exchange for $50,000 of advance from related parties, valued at approximately $.20 per share.



During the period ended December 31, 2005, an officer of the Company forgave accrued payroll totaling $60,000.  Due to the related party nature of the debt forgiveness, the Company recorded the forgiveness as a capital contribution.



For the nine months ended December 31, 2004:



The Company extended $648,682 of related party advances into four notes payable of $250,000, $250,000, $92,170, and $56,512.



At December 31, 2004, the Company converted $648,682 of related party notes payable into common stock at $.50 per share. As a result of this conversion, 1,297,364 shares of common stock was issued.



At December 31, 2004, the Company also converted a $25,000 convertible note payable which is owed to a relative of an officer/shareholder of the Company into common stock at $.50 per share. As a result of this conversion, 50,000 shares of common stock was issued.



During the period ended December 31, 2004, an individual paid expenses of $20,000 on behalf of the Company and received a convertible note payable. The note was converted into 40,000 shares of common stock at December 31, 2004.



The Company issued a total of 6,418,000 shares of common stock for services valued at $1,604,500.







The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



10

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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 [See Note 2].  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.



Apometrix Technologies, Inc. (Second Subsidiary), was organized under the laws of Canada on December 4, 2004.  On May 31, 2005, Parent acquired Second Subsidiary pursuant to a Share Purchase Agreement signed May 31, 2005.  The acquisition is for the purchase of the Second Subsidiarys shares in consideration of the purchase price set forth in the Share Purchase Agreement. On September 14, 2005, the Parent and the Second Subsidiary entered into an agreement to terminate their relationship effective September 14, 2005.



Face Print Global Solutions, Inc., and Subsidiary, (the Company) plans to develop and market facial recognition software.  The Company also has been marketing 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.



Condensed Financial Statements -The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at December 31, 2005 and 2004 and for the periods then ended have been made.



Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles 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, 2005 audited financial statements.  The results of operations for the periods ended December 31, 2005 and 2004 are not necessarily indicative of the operating results for the full year.



Consolidation - The consolidated financial statements include the accounts of Parent and its wholly-owned Subsidiary.  All significant intercompany transactions have been eliminated in consolidation.



Fiscal Year - The Companys fiscal year-end is March 31st.





11

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FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY



NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]



Cash and Cash Equivalents - The Company considers all highly-liquid debt investments purchased with a maturity of three months or less to be cash equivalents.



Property and Equipment -Property and equipment are stated at cost.  Expenditures for major renewals and betterments that extend the useful lives of property 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 estimated useful lives of the assets of three years.  In accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Company periodically reviews their property and equipment for impairment.



Website Costs -The Company has adopted the provisions of Emerging Issues Task Force 00-2, Accounting for Web Site Development Costs.  Costs incurred in the planning stage of a website are expensed as research and development while costs incurred in the development stage are capitalized and amortized over the life of the asset, estimated to be five years. As of December 31, 2005, the Company has capitalized a total of $6,222 of website costs which are included in property and equipment.  The Company did not incur any planning costs and did not record any research and development costs for the nine months ended December 31, 2005 and 2004.



Revenue Recognition - The Companys revenue comes from the sale of custom playing cards.  The Company recognized revenue when rights and risk of ownership have passed to the customer, there is persuasive evidence of a sales arrangement, product has been shipped or delivered to the customer, the price and terms are finalized and collection of the resulting receivable is reasonable assured.  Products are shipped FOB shipping point at which time title passes 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 $6,610 and $28,871 in advertising costs during the nine months ended December 31, 2005 and 2004, respectively.



Stock-Based Compensation - The Company has one stock-based employee compensation plan [See Note 6].  The Company accounts for its plan under the recognition and 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 as incurred.  For the nine months ended December 31, 2005 and 2004, respectively, the Company expensed $734 and $50,000 in research and development.



Income Taxes -The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes [See Note 7].



Loss Per Share - The computation of loss per share is based on the weighted average number of shares outstanding during the period presented in accordance with Statement of Financial Accounting Standards No. 128, Earnings Per Share [See Note 10].



12

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FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY



NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]



Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reported period.  Actual results could differ from those estimated.



Recently Enacted Accounting Standards -Statement of Financial Accounting Standards (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, SFAS No. 123 (revised 2004), Share-Based Payment, and SFAS No. 154, Accounting Changes and Error Corrections  a replacement of APB Opinion No. 20 and FASB Statement No. 3, were recently issued.  SFAS No. 151, 152, 153, 123 (revised 2004) and 154 have no current applicability to the Company or their effect on the financial statements would not have been significant.



Reclassification -The financial statements for periods prior to December 31, 2005 have been reclassified to conform to the headings and classifications used in the December 31, 2005 financial statements.



Foreign currency translation -Financial statements of international subsidiaries are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities and the weighted average exchange rate for each period for revenues, expenses, gains and losses.  Translation adjustments are recorded as a separate component of accumulated other comprehensive income (loss) and foreign currency transaction gains and losses are recorded in other income and expense.



Discontinued Operations -The Company has adopted Statement of Financial Accounting Standards No. 144 Accounting for the Impairment of Disposal of Long-Lived Assets.  SFAS No. 144 modifies previous disclosures and requires additional disclosures for discontinued operations and the assets associated with discontinued operations [See Note 3].



NOTE 2 - AGREEMENT AND PLAN OF REORGANIZATION



On March 17, 2003, Parent and Subsidiary entered into an Agreement and Plan of Reorganization whereby Parent agreed to acquire 100% of Subsidiary in a stock for stock exchange.  The agreement called for Parent to issue 24,070,000 shares of common stock to the former shareholders of Subsidiary for all 24,070,000 outstanding shares of Subsidiarys common stock.  The Company has accounted for the acquisition 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.



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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 3 - DISCONTINUED OPERATIONS



On May 31, 2005, Parent acquired Second Subsidiary 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 the operations of Second Subsidiary prior to the date of acquisition have been eliminated.  The Company subsequently entered into an agreement to terminate the acquisition on September 14, 2005.



The following is a summary of the results of operations of the Companys discontinued business:



|                       |   |                      |   |                     |   |          |   |     
|---------------------- | - | -------------------- | - | ------------------- | - | -------- | - | ----
|                       |   | For the Three Months |   | For the Nine Months
|                       |   | Ended December 31,   |   | Ended December 31, 
|                       |   |                      |   |                     |   |          |   |     
|                       |   | 2005                 |   | 2004                |   | 2005     |   | 2004
|                       |   |                      |   |                     |   |          |   |     
|Revenue                | $ | -                    | $ | -                   | $ | -        | $ | -   
|                       |   |                      |   |                     |   |          |   |     
|Cost of goods sold     |   | -                    |   | -                   |   | -        |   | -   
|                       |   |                      |   |                     |   |          |   |     
|Expenses               |   | -                    |   | -                   |   | 66,428   |   | -   
|                       |   |                      |   |                     |   |          |   |     
|Other income (expense) |   | -                    |   | -                   |   | -        |   | -   
|                       |   |                      |   |                     |   |          |   |     
|Net (Loss)             | $ | -                    | $ | -                   | $ | (66,428) | $ | -   
|                       |   |                      |   |                     |   |          |   |     
|(Loss) per Share       | $ | -                    | $ | -                   | $ | (.00)    | $ | -   





NOTE 4 - PROPERTY AND EQUIPMENT



Property and equipment consist of the following at:





| |                                 |   |              |   |          
| | ------------------------------- | - | ------------ | - | ---------
| |                                 |   | December 31, |   | March 31,
| |                                 |   | 2005         |   | 2005     
| |                                 |   |              |   |          
| | Office furniture and equipment  | $ | 13,778       | $ | 13,778   
| | Website                         |   | 6,222        |   | 6,222    
| |                                 |   |              |   |          
| |                                 |   | 20,000       |   | 20,000   
| |                                 |   |              |   |          
| | Less:  Accumulated depreciation |   | (14,145)     |   | (9,265)  
| |                                 |   |              |   |          
| | Net Property and Equipment      | $ | 5,855        | $ | 10,735   





Depreciation expense for the nine months ended December 31, 2005 and 2004 was $4,880 and $4,449, respectively.



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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 5  CONVERTIBLE NOTES PAYABLE



|                                                                                                                                                                                                                                                      |   |              |   |          
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------ | - | ---------
|                                                                                                                                                                                                                                                      |   | December 31, |   | March 31,
|                                                                                                                                                                                                                                                      |   | 2005         |   | 2005     
|                                                                                                                                                                                                                                                      |   |              |   |          
|The 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 $266 and $465, respectively          | $ | 4,734        | $ | 4,535    
|                                                                                                                                                                                                                                                      |   |              |   |          
|The 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 $1,063 and $1,861, respectively |   | 18,937       |   | 18,139   
|                                                                                                                                                                                                                                                      |   |              |   |          
|The 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 $627 and $1,098, respectively     |   | 9,373        |   | 8,902    
|                                                                                                                                                                                                                                                      |   |              |   |          
|The 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 $10,745 and $0, respectively       |   | 189,255      |   | -        
|                                                                                                                                                                                                                                                      |   |              |   |          
|The 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 $6,716 and $0, respectively       |   | 118,284      |   | -        
|                                                                                                                                                                                                                                                      |   |              |   |          
|The 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 $886 and $0, respectively         |   | 9,114        |   | -        
|                                                                                                                                                                                                                                                      |   |              |   |          
|The 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 discounts of $73 and $0, respectively                    |   | 677          |   | -        
|                                                                                                                                                                                                                                                      |   |              |   |          
|                                                                                                                                                                                                                                                      |   | 350,374      |   | 31,576   
|Less:  current portion                                                                                                                                                                                                                                |   | -            |   | -        
|                                                                                                                                                                                                                                                      |   |              |   |          
|Net Convertible Notes Payable                                                                                                                                                                                                                         | $ | 350,374      | $ | 31,576   



Amortization of discount for the nine months ended December 31, 2005 and 2004 was $10,382 and $0, respectively.



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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 6 - CAPITAL STOCK



Common Stock -The Company has authorized an unlimited number of shares of no par value common stock.  In November 1999, in connection with its organization, the Company issued 9,000,000 shares of its previously authorized but unissued common stock.



In March 2003, Parent entered into an Agreement and Plan of Reorganization with Subsidiary, which has been accounted for as a recapitalization of Subsidiary [See Note 2].  In connection with its reorganization, the Company issued 24,070,000 shares of common stock to various individuals including 13,510,000 shares issued to an officer/shareholder of the Company.  The shares were issued for a subscription receivable of $13,750 and for services rendered valued at $226,950, or approximately $.01 per share.  The Company collected the subscription receivable in August 2003.



During the year ended March 31, 2004, the Company issued 163,072 shares of common stock and 163,072 warrants to purchase common stock for payment of debt of $40,768, or approximately $.127 per share and $.123 per warrant.



During the year ended March 31, 2004, the Company issued 36,928 shares of common stock and 36,928 warrants to purchase common stock for services valued at $9,232, or approximately $.127 per share and $.123 per warrant.



During the year ended March 31, 2004, the Company issued 1,250,000 shares of common stock for services valued at $312,500, or approximately $.25 per share.



During the year ended March 31, 2004, the Company issued 731,000 shares of common stock and 731,000 warrants to purchase common stock for cash of $182,750, or approximately $.127 per share and $.123 per warrant.



During the year ended March 31, 2005, in connection with the issuance of $718,682 in convertible debentures, the Company issued 359,341 warrants to purchase common stock.  The Company allocated proceeds of $81,015, or approximately $.15 per share to the warrants.  The Company converted the $718,682 in notes payable into common stock at $.50 per share.  The total amount of shares issued as a result of this conversion was 1,437,364.



During the year ended March 31, 2005, the Company issued 5,583,000 shares of common stock for services valued at $1,395,750, or approximately $.25 per share.



During the year ended March 31, 2005, the Company issued 40,000 shares of common stock and warrants to purchase 40,000 shares of common stock for $10,000 cash, or approximately $.127 per share and $.123 per warrant.



During the year ended March 31, 2005, the Company converted accrued salary to 1,881,113 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 was recorded.





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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 6 - CAPITAL STOCK [Continued]



During the year ended March 31, 2005, the Company issued 17,500 warrants to purchase common stock and allocated proceeds received of $3,913, or approximately $.25 per share to the warrants in connection with the issuance of $35,000 in convertible debentures.  A corresponding discount was recorded for the convertible debentures.



During the year ended March 31, 2005, the Company issued 115,000 shares of common stock and warrants to purchase 115,000 shares of common stock for subscriptions receivable in the amount of $28,750



During the year ended March 31, 2005, the Company issued 14,500,000 warrants to purchase common stock for services rendered.  The warrants were recorded at $4,347,100 or approximately $.30 per warrant.



During the year ended March 31, 2005, 3,100,000 shares of common stock were returned to the Company for cancellation.



During the nine months ended December 31, 2005, the Company issued 21,870,000 shares of common stock for services valued at $5,467,500, or approximately $.25 per share.



During the nine months ended December 31, 2005, the Company issued 5,625,000 warrants to purchase common stock for services valued at $1,361,761, or approximately $.26 per warrant.



During the nine months ended December 31, 2005, the Company issued 1,075,555 warrants to purchase common stock for accrued salary valued at $143,000.  The warrants were valued at $215,194 and additional compensation of $72,194 was recorded, or approximately $.20 per share.



During the nine months ended December 31, 2005, the Company issued 167,875 warrants to purchase common stock in connection with the issuance of $335,750 in convertible debentures and allocated proceeds received of $27,334, or approximately $.16 per share to the warrants.  A corresponding discount was recorded for the convertible debentures.



During the nine months ended December 31, 2005, the Company bought back a total of 536,000 shares of common stock valued at $64,850.



During the nine months ended December 31, 2005, the Company transferred 100,000 shares of its treasury stock for reduction of debt of $5,810 and for services valued at $14,190, or approximately $.20 per share.



During the nine months ended December 31, 2005, 10,500,000 warrants to purchase common stock were returned to the Company for cancellation.



During the nine months ended December 31, 2005, 9,250,000 shares of common stock were purchased with warrants for $9,250, or approximately $.001 per share.



During the nine months ended December 31, 2005, the Company issued 1,000,000 shares in exchange for $100,000 of advance from related parties, valued at approximately $.10 per share.



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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 6- CAPITAL STOCK [Continued]



During the nine months ended December 31, 2005, the Company issued 250,000 warrants in exchange for $50,000 of advance from related parties, valued at approximately $.20 per share.



During the nine months ended December 31, 2005, 838,462 shares of common stock and 162,500 warrants were purchased for $100,000.  The Company allocated proceeds of $77,616, or approximately $.09 per share.  The Company allocated proceeds of $22,384 to the warrants, or approximately $0.17 per share.



During the nine months ended December 31, 2005 an officer of the Company forgave accrued payroll totaling $60,000.  Due to the related party nature of the debt forgiveness, the Company recorded the forgiveness as a capital contribution.



A summary of the status of the warrants granted at March 31, 2005 and 2004 and changes during the years then ended is presented below.



|                                   |                     |   |                |  |            |   |         
|---------------------------------- | ------------------- | - | -------------- |  | ---------- | - | --------
|                                   | For the Nine months |   | For the Year  
|                                   | Ended               |   | Ended         
|                                   | December 31, 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    | $ | .50     
|Granted                            | 7,280,930           |   | .19            |  | 16,912,954 |   | .03     
|Exercised                          | 9,250,000           |   | .001           |  | -          |   | -       
|Forfeited                          | 10,500,000          |   | .001           |  | -          |   | -       
|Expired                            | -                   |   | -              |  | -          |   | -       
|                                   |                     |   |                |  |            |   |         
|Outstanding at end of period       | 5,374,884           | $ | .19            |  | 17,843,954 | $ | .06     
|                                   |                     |   |                |  |            |   |         
|Weighted average fair value of     |                     |   |                |  |            |   |         
|options granted during the period  | 7,280,930           | $ | .19            |  | 16,912,954 | $ | .03     



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 2005: risk-free interest rate of 1.79%, expected dividend yield of zero, expected lives of 2 years and expected volatility of 318%.  The following assumptions were used for options granted during fiscal 2006: risk-free interest rate of between 2.80% and 4.18%, expected dividend yield of zero, expected lives of 5 years and expected volatility of between 190% and 248%.



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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 6- CAPITAL STOCK [Continued]



A summary of the status of the warrants outstanding at December 31, 2005 is presented 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        |  | 125,000              |  | 1.2 years            | $ | .001             |  | 125,000     | $ | .001            
|  | .05         |  | 2,956,668            |  | 4.3 years            |   | .05              |  | 2,956,668   |   | .05             
|  | .10         |  | 250,000              |  | 4.5 years            |   | .10              |  | 250,000     |   | .10             
|  | .20         |  | 325,000              |  | 5.0 years            |   | .20              |  | 325,000     |   | .20             
|  | .40         |  | 87,500               |  | 4.9 years            |   | .40              |  | 87,500      |   | .40             
|  | .50         |  | 1,086,000            |  | 0.1 years            |   | .50              |  | 1,086,000   |   | .50             
|  | 1.00        |  | 544,716              |  | 2.9 years            |   | 1.00             |  | 544,716     |   | 1.00            
|  |             |  |                      |  |                      |   |                  |  |             |   |                 
|$ | .001 - 1.00 |  | 5,374,884            |  | 3.3 years            | $ | .10              |  | 5,374,884   | $ | .10             



Reservation of Subsidiary Stock - In February 2003, Subsidiarys Board of Directors resolved to reserve 1,000,000 shares of Subsidiarys common stock to be issued under options to employees, advisors and consultants.



Stock Option Plan - In November 1999, the Board of Directors of Parent adopted and the stockholders at that time approved the 1999 Stock Option Plan (the Plan).  The Plan provides for the granting of qualified and non-qualified stock 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 of companies that do business with the Company.  Awards under the plan will be granted as determined by the Stock Option Committee of the Board of Directors.  The Plan limits awards to directors, officers and employees to $100,000 of compensation per year.  The options will expire after 10 years or 5 years if 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 market price on the date of issue.  The exercise price of a qualified option must be at least equal to the market price or 110% of the market price on the date of issue if the option holder owns at least 10% of the common stock of the Company.  At December 31, 2005, no awards had been made and total awards available to be granted from the Plan amounted to 2,000,000 shares.



NOTE 7 - INCOME TAXES



The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes.  SFAS No. 109 requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards.



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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 7 - INCOME TAXES [Continued]



The Company has available at December 31, 2005 unused net operating and capital loss carryforwards of approximately $10,500,000 and $67,000 which may be applied against future taxable income and which expire in 2026 and 2010.  The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company, and other future events, the effects of which cannot be determined.  Because of the uncertainty surrounding the realization of the net deferred tax assets, the Company has established a valuation allowance equal to their tax effect and, therefore, no deferred tax asset has been recognized.  The net deferred tax assets, which consist of deferred compensation, tax basis of fixed assets in excess of book basis and net operating and capital loss carryforwards, are approximately $2,400,000 and $795,000 as of December 31, 2005 and March 31, 2005, respectively, with an offsetting valuation allowance of the same amount, resulting in a change in the valuation allowance of approximately $1,605,000 for the nine months ended December 31, 2005.



NOTE 8 - 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 $106,892.



Management Compensation - As of December 31, 2005, the Company has accrued salary owed to officers/shareholders of the Company of $3,000.  On December 31, 2005, certain officers of the Company who were owed accrued compensation agreed to accept warrants to purchase common stock in lieu of receiving cash for such accrued compensation totaling $143,000.  Salary expense to the officers/shareholders for the nine months ended December 31, 2005 and 2004 amounted to cash payments of $90,000 and $46,500, respectively.  The Company also issued 1,575,555 and 0 warrants valued at $312,644 and $0, and also issued 22,700,000 and 2,540,000 shares of common stock valued at $5,675,000 and $635,000, respectively, as compensation to officers/shareholders.



NOTE 9 - GOING CONCERN



The accompanying financial statements have been prepared in conformity with generally accepted accounting principles 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.



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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 10 - LOSS PER SHARE



The following data shows the amounts used in computing loss per share:





|                               |   |                      |   |                     |   |             |   |            
|------------------------------ | - | -------------------- | - | ------------------- | - | ----------- | - | -----------
|                               |   | For the Three Months |   | For the Nine Months
|                               |   | Ended December 31,   |   | Ended December 31, 
|                               |   |                      |   |                     |   |             |   |            
|                               |   | 2005                 |   | 2004                |   | 2005        |   | 2004       
|                               |   |                      |   |                     |   |             |   |            
|Loss from continuing           |   |                      |   |                     |   |             |   |            
|operations (numerator)         | $ | (470,915)            | $ | (395,670)           | $ | (8,253,077) | $ | (2,359,524)
|                               |   |                      |   |                     |   |             |   |            
|Loss from discontinued         |   |                      |   |                     |   |             |   |            
|operations (numerator)         |   | -                    |   | -                   |   | (66,428)    |   | -          
|                               |   |                      |   |                     |   |             |   |            
|Gain (loss) on disposal of     |   |                      |   |                     |   |             |   |            
|discontinued operations        |   |                      |   |                     |   |             |   |            
|(numerator)                    |   | -                    |   | -                   |   | (415)       |   | -          
|                               |   |                      |   |                     |   |             |   |            
|Loss available to common       |   |                      |   |                     |   |             |   |            
|shareholders (numerator)       | $ | (470,915)            | $ | (395,670)           | $ | (8,319,920) | $ | (2,359,524)
|                               |   |                      |   |                     |   |             |   |            
|Weighted average number of     |   |                      |   |                     |   |             |   |            
|common shares outstanding      |   |                      |   |                     |   |             |   |            
|used in loss per share for the |   |                      |   |                     |   |             |   |            
|period (denominator)           |   | 64,881,326           |   | 37,943,900          |   | 57,628,535  |   | 37,020,969 



At December 31, 2005, the Company had outstanding warrants and notes payable convertible into shares of common stock, which were not used in the computation of loss per share because their effect would be anti-dilutive.  Dilutive loss per share was not presented, as the Company had no common stock equivalent shares for all periods presented that would affect the computation of diluted loss per share.



NOTE 11 - 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.



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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 11 - COMMITMENTS AND CONTINGENCIES [Continued]



In August 2005, the Company signed a consulting agreement with an individual for consulting services.  The agreement calls for the Company to issue 500,000 shares of free trading common stock.  The term of this agreement shall be for six months beginning on August 15, 2005.



In September 2005, the Company signed an investors relations agreement with KBM Consulting, Inc. for investor relations services.  The agreement calls for the Company to issue 3,000,000 shares of common stock.  This agreement was subsequently terminated on January 10, 2006.



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 $324,000 a year.  In addition, the Company will issue 600,000 shares of common stock quarterly under the agreement.  The terms of these contracts are for three years beginning in January 2005.



Rental Agreement -In March 2003, the Company assumed an office lease for 1,792 square feet in Fresno, California from its majority founder that expires November 30, 2007.  Rent expense for the nine months ended December 31, 2005 and 2004 was $22,376 and $13,709, respectively.  The future minimum lease payments are as follows:



| |                          |   |       
| | ------------------------ | - | ------
| | Years Ended December 31: |   |       
| | 2006                     | $ | 34,179
| | 2007                     |   | 34,863
| | 2008                     |   | 5,820 
| | 2009                     |   | -     
| |                          |   |       
| | Total                    | $ | 74,862





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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 12  SUBSEQUENT EVENTS



Common Stock  Subsequent to December 31, 2005, the Company issued 4,225,000 shares of common stock for services valued at $1,056,250, or approximately $.25 per share.



Subsequent to December 31, 2005, the Company issued 125,000 shares of common stock upon exercise of warrants for $125, or approximately $.001 per share.



Subsequent to December 31, 2005, the Company issued 740,000 shares of common stock upon exercise of warrants for $74,000, or approximately $.10 per share.



Subsequent to December 31, 2005, the Company cancelled 3,000,000 shares of common stock in connection with the termination of a consulting agreement.



Subsequent to December 31, 2005, the Company signed a consulting agreement with an individual for consulting services.  The agreement calls for the Company to issue 200,000 shares of free trading common stock.



Subsequent to December 31, 2005, the Company signed a consulting agreement with an individual for consulting services.  The agreement calls for the Company to issue 50,000 shares of free trading common stock.



Subsequent to December 31, 2005, the Company signed a consulting agreement with an individual for consulting services.  The agreement calls for the Company to issue 10,000 shares of free trading common stock.



Subsequent to December 31, 2005, the Company signed a consulting agreement with Core Consulting Group for consulting services.  The agreement calls for the Company to issue 560,000 shares of restricted common stock.



Subsequent to December 31, 2005, the Company signed a consulting agreement with an individual for consulting services.  The agreement calls for the Company to issue 300,000 shares of free trading common stock.



Subsequent to December 31, 2005, the Company signed a consulting agreement with an individual for consulting services.  The agreement calls for the Company to issue 250,000 shares of free trading common stock.



Subsequent to December 31, 2005, the Company signed a consulting agreement with Sussex Avenue Partners, LLC for consulting services.  The agreement calls for the Company to issue 300,000 shares of restricted common stock.







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



Safe Harbor for Forward-Looking Statements



When used in this report, the words may, will, expect, anticipate, continue, estimate, project, intend, and similar expressions are intended to identify forward-looking statements within the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect the Companys future plans of operations, business strategy, operating results, and financial position.  Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors.  Such factors are discussed under the Item 2.  Managements Discussion and Analysis of Financial Condition or Plan of Operations, and also include general economic factors and conditions that may directly or indirectly impact the Companys financial condition or results of operations.

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 December 31, 2005, we had three full time employees and three 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 nine months ended December 31, 2005, we issued 21,870,000 shares of common stock for services valued at $5,467,500, or approximately $.25 per share. We issued 5,625,000 warrants to purchase common stock for services valued at $1,361,761, or approximately $.24 per share. We issued 1,075,555 warrants to purchase common stock for reduction of accrued debt valued at $143,000 and for services of $72,194, or approximately $.20 per share. In connection with the issuance of $335,750 in convertible debentures, the Company issued 167,875 warrants to purchase common stock and allocated proceeds received of approximately $.16 per share to the warrants. A corresponding discount of $27,334 was recorded for the convertible debentures. We transferred 100,000 shares of its treasury stock for reduction of debt valued at $5,810 and for services of $14,190, or approximately $.20 per share. We issued 1,000,000 shares of common stock in exchange for $100,000 of advance from related parties, valued at approximately $.10 per share. We issued 250,000 warrants in exchange for $50,000 of advance from related parties, valued at approximately $.20 per share.



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During the period ended December 31, 2005, an officer of the Company forgave accrued payroll totaling $60,000.  Due to the related party nature of the debt forgiveness, the Company recorded the forgiveness as a capital contribution.

Until we receive funding from outside sources, our operations will be severely limited by the financial resources that can be provided by officers' loans and sales of common stock. At December 31, 2005 we had negative cash on hand, a bank overdraft of $2,628 and a negative working capital position of approximately $534,922, of which $106,892 was shareholder loans and $141,000 is unpaid compensation due to employees.

We will require an additional $3.0 million in cash over the next twelve months to effect our business plan. We expect to obtain this cash from the proceeds of one or more private or public offerings. The following sets forth the 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 May 2004 with 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 men and women of 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. We intend to start selling FACEPRINT in the next twelve months. However, we have experienced delays with development of FACEPRINT in the past.

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. 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.

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 believe will create value to our products and other products, if any, that we to distribute in the future. Our goal is to have our courses available online in the next six months and continually add and update the classes monthly.



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Risk Factors and Cautionary Statements

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

·

our success in developing our EZ Match software;

·

our ability to attract and retain customers and our other products;

·

the effects of competition from other facial recognition software companies; and

·

our ability to obtain additional financing.

Item 3. Controls and Procedures



(a) Evaluation of disclosure controls and procedures. Based on the evaluation of our disclosure controls and procedures (as defined in Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) required by Securities Exchange Act Rules 13a-15(b) or 15d-15(b), our Chief Executive Officer and our Chief Financial Officer have concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective.



(b) Changes in internal controls. There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



PART II - OTHER INFORMATION



Item 6.  Exhibits and Reports on Form 8-K.



(a)

Exhibits (filed with this report unless indicated below)



Exhibit 31.1

Certification of principal executive officer and principal financial officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



Exhibit 32.1

Certification of principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





(b)

Reports on Form 8-K.



No reports on Form 8-K were filed by the Company during the three months ended December 31, 2005.





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SIGNATURES



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



FACE PRINT GLOBAL SOLUTIONS, INC.



Dated:  February 20, 2006





By: /s/ Pierre Cote

Pierre Cote, Chief Executive Officer

(Principal Executive Officer and Principal Financial Officer)







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