**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**




**FORM
      10-QSB**




(Mark
      one)




**x
      QUARTERLY REPORT
      PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURIT** **IES** **EXCHANGE
      ACT OF 1934.**





For
      the
      quarterly period ended March 31, 2006


OR


**o
      TRANSITION REPORT
      PURSUANT TO SECTION 13 OR 15(D) OF THE** **SECURITIES** **EXCHANGE
      ACT OF 1934**


For
      the
      transition period from _____ to _____




*Commission
      file number 0-16819*




**CREATIVE
      VISTAS, INC.**


**(Exact
      name of registrant as specified in its charter)**




Arizona
              (State
                or other jurisdiction of
              incorporation
                or organization
            6770
              (Primary
                Standard Industrial
              Classification
                Code Number)
            86-0464104
              (I.R.S.
                Employer
              Identification
                No.)




2100
      Forbes Street


Unit
      8-10


Whitby,
      Ontario, Canada L1N 9T3


(905)
      666-8676


(Address,
      including zip code, and telephone number,


including
      area code, of registrant’s principal executive offices)




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 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
o




Indicate
      the number of shares outstanding of each of the issuer's classes of common
      stock, as of the latest practicable date.




As
      of May
      22, 2006, there were 32,351,716 shares of common stock, no par value per share,
      outstanding.










PART
      I.


FINANCIAL
      INFORMATION


Item
                  1.
              Financial
                  Statements
              1Item
                  2.
              Management's
                  Discussion And Analysis or Plan of Operation
              13Item
                  3.
              Controls
                  and Procedures
              20PART
                  II.OTHER
                  INFORMATIONItem
                  1.
              Legal
                  Proceedings
              21Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              21Item
                  3.
              Defaults
                  upon Senior Securities
              21Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders.
              21Item
                  5.
              Other
                  Information
              21Item
                  6.
              Exhibits
                  and Reports on Form 8-K
              21









**PART
      I.**  **FINANCIAL
      INFORMATION**


**Item
      1.** **Financial
      Statements**


**Creative
              Vistas, Inc.****Condensed
                Consolidated Balance Sheets (Unaudited)**
            
            **March
                31, 2006****Assets****Current
                Assets**Cash
                and bank balances
            
            **$**
            **2,683,036**Accounts
                receivable, net of allowance for doubtful accounts $213,670
            
            
            **4,827,203**Income
                tax recoverable
            
            
            **287,022**Inventory
                and supplies
            
            
            **759,209**Prepaid
                expenses
            
            
            **288,610**Note
                receivable
            
            
            **125,000**Due
                from related parties
            
            
            **2,184****Total
                current assets**
            
            
            **8,972,264****Property
                plant and equipment, net of depreciation**
            
            
            **2,905,979****Restricted
                Cash**
            
            
            **500,000****Deferred
                financing costs, net**
            
            
            **781,215****Deferred
                income taxes**
            
            
            **35,749****Customer
                list**
            
            
            **3,206****Goodwill**
            
            
            **4,736,405****$**
            **17,934,818****Liabilities
                and Shareholders' (Deficit)****Current
                Liabilities**Accounts
                payable and accrued liabilities
            
            **$**
            **4,437,115**Current
                portion of obligation under capital leases
            
            
            **289,435**Deferred
                income
            
            
            **27,598**Deferred
                income taxes
            
            
            **25,858**Current
                portion of term notes
            
            
            **633,483**Current
                portion of other notes payable
            
            
            **156,695**Due
                to related parties
            
            
            **1,883****Total
                current liabilities**
            
            
            **5,572,067****Term
                notes**
            
            
            **16,481,517****Notes
                payable to related parties**
            
            
            **1,500,000****Obligation
                under capital lease**
            
            
            **1,423,344****Due
                to related parties**
            
            
            **197,323****Derivative
                Financial Instruments**
            
            
            **3,199,560****28,373,811****Shareholders'
                (deficit)**Share
                capitalAuthorized50,000,000
                no par value preferred shares undesignated100,000,000
                no par value common sharesIssued:
                32,301,716 Common sharesDeferred
                compensation
            
            
            **(122,300**
            **)**Additional
                paid-in capital
            
            
            **(191,445**
            **)**Accumulated
                other comprehensive income
            
            
            **(49,311**
            **)**Accumulated
                (deficit)
            
            
            **(10,075,937**
            **)****(10,438,993**
            **)****$**
            **17,934,818**


The
      accompanying notes are an integral part of these financial
      statements









**Creative
                Vistas, Inc.****Condensed
                Consolidated Statement of Operations****(Unaudited)****For
                the three months**
            
            **For
                the three months****ended
                March 31, 2006**
            
            **ended
                March 31, 2005****Contract
                and service revenue**Contract
            
            **$**
            **1,600,963**
            
            **$**
            **2,543,944**Service
            
            
            **4,845,979**
            
            
            **303,564**Other
            
            
            **9,615**
            
            
            **1,042****6,456,557**
            
            
            **2,848,550****Cost
                of sales**Contract
            
            
            **966,696**
            
            
            **1,816,028**Service
            
            
            **3,217,795**
            
            
            **125,761****4,184,491**
            
            
            **1,941,789****Gross
                margin**
            
            
            **2,272,066**
            
            
            **906,761****Operating
                expense**Project
            
            
            **402,413**
            
            
            **333,421**Selling
            
            
            **138,289**
            
            
            **181,595**General
                and administrative
            
            
            **1,626,530**
            
            
            **407,783**Non-cash
                stock compensation
            
            
            **147,950**
            
            
            **67,181****2,315,182**
            
            
            **989,980****(Loss)
                from operations**
            
            
            **(43,116**
            **)**
            
            **(83,219**
            **)****Interest
                and other expenses (income)**Net
                financing expenses
            
            
            **3,049,785**
            
            
            **122,073**Amortization
                of deferred charges
            
            
            **643,689**
            
            
            **125,379**Derivative
                instruments
            
            
            **3,561,544**
            
            
            **(1,649,687**
            **)****7,255,018**
            
            
            **(1,402,235**
            **)**Income
                (loss) before income taxes
            
            
            **(7,298,134**
            **)**
            
            **1,319,016**Income
                taxes
            
            
            **-**
            
            
            **-**Net
                income (loss)
            
            
            **(7,298,134**
            **)**
            
            **1,319,016**Other
                comprehensive income (loss):Foreign
                currency translation adjustment
            
            
            **15,704**
            
            
            **1,593**Comprehensive
                income (loss)
            
            **$**
            **(7,282,430**
            **)**
            **$**
            **1,320,609**Basic
                weighted-average shares
            
            
            **32,210,327**
            
            
            **30,135,000**Diluted
                weighted-average shares
            
            
            **32,210,327**
            
            
            **30,135,000****Basic
                earnings (loss) per share**
            
            **$**
            **(0.23**
            **)**
            **$**
            **0.04****Diluted
                earnings (loss) per share**
            
            **$**
            **(0.23**
            **)**
            **$**
            **0.04**




The
      accompanying notes are an integral part of these financial
      statements









**Creative
                Vistas, Inc.****Condensed
                Consolidated Statement of Cash Flows****(Unaudited)****For
                the three**
            
            **For
                the three****months
                ended**
            
            **months
                ended****March
                31, 2006**
            
            **March
                31, 2005****Operating
                activities**Net
                cash (used in) operating activities
            
            **$**
            **(1,007,647**
            **)**
            **$**
            **(799,789**
            **)****Investing
                activities**Purchase
                of property and equipment
            
            
            **(51,585**
            **)**
            
            **(5,089**
            **)**Note
                receivable
            
            
            **-**
            
            
            **(125,000**
            **)**Net
                cash (used in) investing activities
            
            
            **(51,585**
            **)**
            
            **(130,089**
            **)****Financing
                activities**Bank
                indebtedness
            
            
            **35,935**
            
            
            **513,313**Notes
                payable
            
            
            **(14,494**
            **)**
            
            **125,000**Due
                to related parties
            
            
            **1,005**
            
            
            **628**Term
                note
            
            
            **2,091,871**
            
            
            **-**Repayment
                of capital lease
            
            
            **(148,427**
            **)**
            
            **-**Repayment
                of convertible notes
            
            
            **(106,815**
            **)**
            
            **-**Net
                cash provided by financing activities
            
            
            **1,859,075**
            
            
            **638,941**Effect
                of foreign exchange rate changes on cash
            
            
            **126,794**
            
            
            **(14,616**
            **)**Net
                change in cash and cash equivalents
            
            
            **926,637**
            
            
            **(305,553**
            **)****Cash
                and cash equivalents,**beginning of period
            
            
            **1,756,399**
            
            
            **377,677****Cash
                and cash equivalents,**end of period
            
            **$**
            **2,683,036**
            
            **$**
            **72,124**




The
      accompanying notes are an integral part of these financial
      statements









**Creative
      Vistas, Inc.**


**Notes
      to Consolidated Condensed Financial Statements**


**March
      31, 2006**


**(Unaudited)**





**1.**  **Summary
      of Accounting Policies**




**Basis
      of presentation**




The
      accompanying unaudited condensed consolidated balance sheet as at March 31,
      2006
      and statement of operations and cash flows for the period ended March 31, 2005
      and 2006 include the accounts of Creative Vistas, Inc. ("CVAS"), Creative Vistas
      Acquisition Corp. ("AC Acquisition"), A.C. Technical Systems Ltd. ("AC
      Technical"), Cancable Holding Corp ("Cancable Holding"), Cancable Inc.,
      Cancable, Inc., Iview Holding Corp. ("Iview Holding"),  and Iview Digital
      Solutions Inc. ("Iview DSI"). Intercompany balances and transactions have been
      eliminated in consolidation. In the opinion of management, these condensed
      consolidated financial statements reflect all adjustments (consisting of normal
      recurring adjustments) that are necessary for a fair presentation of the results
      for and as of the periods shown. The accompanying condensed consolidated
      financial statements have been prepared in conformity with accounting principles
      generally accepted in the United States. However, certain information and
      footnote disclosures normally included in financial statements prepared in
      accordance with generally accepted accounting principles have been condensed
      or
      omitted pursuant to the rules and regulations of the Securities and Exchange
      Commission. The results of operations for such periods are not necessarily
      indicative of the results expected for 2006 or for any future period. These
      financial statements should be read in conjunction with the financial statements
      and related notes included in our Annual Report on Form 10-KSB for the fiscal
      year ended December 31, 2005 filed with the Securities and Exchange
      Commission.




**Liquidity
      and going concern**




Our
      consolidated condensed financial statements were prepared using accounting
      principles generally accepted in the United States of America applicable to
      a
      going concern, which contemplates the realization of assets and liquidation
      of
      liabilities in the normal course of business. We have incurred losses of
      $7,298,134 and have an accumulated deficit of $10,075,937 at March 31,
      2006.




We
      have
      outstanding term loans, together with a common stock option and warrants, held
      by Laurus. We do not currently have the ability to repay the notes in the event
      of a demand by the holder. Furthermore, we granted a security interest to Laurus
      in substantially all of our assets and, accordingly, in the event of any default
      under our agreements with Laurus, they could conceivably attempt to foreclose
      on
      our assets, which could cause us to terminate our operations.




Over
      the
      next twelve months the Company believes that its existing capital will be
      sufficient to sustain its operations. Management plans to seek additional
      capital in the future to fund operations, growth and expansion through
      additional equity, debt financing or credit facilities. The Company has had
      early stage discussions with investors about potential investment in the Company
      into the firm at a future date. No assurance can be made that such financing
      would be available, and if available it may take either the form of debt or
      equity. In either case, the financing could have a negative impact on our
      financial condition and our shareholders. The Company has introduced cost
      cutting initiatives within the Administration and Project and Selling
      departments to improve efficiency within the Company and also improve cash
      flow.
      The Company has also increased its rates for service provided by AC Technical
      by
      20 percent to improve gross margins. This is in line with our competitors.
      The
      Company also expects to see the benefits of its research and development efforts
      within the next 12 months as it starts to introduce its own line of customized
      products to the industry. These products and technologies are expected to
      improve gross margins. The Company believes that it will be eligible for
      research and development tax credits at year end for its research and
      development efforts during the year and these are additional sources of cash
      flow for the Company. The Company is also negotiating longer credit terms with
      its suppliers from 45 days to 60 to 75 days.




For
      all
      the reasons mentioned above, we believe that we have adequate short term
      borrowing capability and that we will be able to sustain our operations and
      continue as a going concern for a reasonable period of time although there
      can
      be no assurance of this..









The
      financial statements do not include any adjustments to reflect the possible
      future effects on the recoverability and classification of assets or the amounts
      and classification of liabilities that may result from the possible inability
      of
      the Company to continue as a going concern.




**2.**  **Acquisition**




In
      January 2006, the Company entered into an agreement, through its wholly owned
      newly formed Delaware subsidiary, Cancable Holding Corp. (“Cancable Holding”),
      to acquire all of the issued and outstanding shares of capital stock and any
      other equity interests of Cancable Inc., an Ontario corporation (“Cancable”). To
      finance the acquisition, subsidiaries of the Company entered into a loan
      agreement with Laurus to which the Company became a guarantor.




The
      Company, Cancable, Cancable Holding, Covington Capital Corporation (“Covington”)
      and BMO Capital Corporation (“BMO”) entered into a Stock Purchase Agreement for
      the purchase by Cancable Holding of all the issued and outstanding shares of
      capital stock and any other equity interests of Cancable.




Cancable
      and Cancable Holding entered into a series of agreements with Laurus whereby
      Cancable issued to Laurus a secured term note (the “Cancable Note”) in the
      amount of $6,865,000 and Cancable Holding issued to Laurus a related option
      to
      purchase up to 49 shares of common stock of Cancable Holding (up to 49% of
      the
      outstanding shares of Holding) at a price of $0.01 per share (the “Option”). The
      Cancable Note is secured by all of the assets of the Company and its
      subsidiaries. The principal amount of the Cancable Note bears interest at prime
      rate plus one and three quarters percent with a minimum rate of seven percent.
      Cancable and Cancable Holding have granted Laurus a right of first refusal
      with
      respect to any debt or equity financings for a period of 180 days after
      closing.




In
      February 2006, the Company and its subsidiaries, Iview Holding Corp., a newly
      formed Delaware corporation and wholly-owned subsidiary of the Company (“Iview
      Holding”), and Iview Digital Video Solutions Inc. (“Iview DSI”), entered into a
      series of agreements with Laurus pursuant to a refinancing transaction whereby
      the Company issued to Laurus a secured term note (the “Company Note”) in the
      amount of $8,250,000, Iview DSI issued to Laurus a secured term note (the “Iview
      Note”) in the amount of $2,000,000, the Company issued to Laurus a related
      warrant to purchase up to 2,411,003 shares of common stock of the Company (up
      to
      7.5% of the outstanding shares of the Company) at a price of $0.01 per share
      (the “Warrant”) and Holding issued to Laurus a related option to purchase up to
      20 shares of common stock of Holding (up to 20% of the outstanding shares of
      Holding) at a price of $0.01 per share (the “Option”). The loans are secured by
      all of the assets of the Company and its subsidiaries.




Simultaneously
      with the closing of this refinancing transaction, the Company paid off the
      entire outstanding principal amount and all obligations due to Laurus under
      the
      Secured Convertible Term Note dated September 30, 2004, the Secured Convertible
      Minimum Borrowing Note dated September 30, 2004 and the Secured Revolving Note
      dated September 30, 2004 (collectively, the “2004 Notes”) and such 2004 Notes
      were subsequently cancelled.




The
      principal amounts of the Company Note and the Iview Note bear interest at the
      prime rate plus two percent with a minimum rate of seven percent.




The
      Company, Iview Holding and Iview DSI have granted Laurus a right of first
      refusal with respect to any debt or equity financings for a period of 180 days
      after closing.




The
      Transaction described in above relating to the acquisition of Cancable was
      accounted for as a business combination in accordance with SFAS No. 141.  A
      summary of the Transaction is presented below:




Fair
                value of net tangible assets acquiredCash
                and bank balances
            
            $
            1,226,756Accounts
                receivable
            
            
            1,420,863Inventory
                and supplies
            
            
            217,760Prepaid
                expenses
            
            
            225,485Other
                current assets
            
            
            6,766Property
                and equipment
            
            
            2,374,715Accounts
                payable and accrued liabilities
            
            
            (1,962,109
            )Accrued
                interest
            
            
            (3,175,797
            )Convertible
                subordinated debentures
            
            
            (2,750,991
            )Obligations
                under capital leases
            
            
            (1,858,662
            )Other
                liabilities
            
            
            (201,168
            )4,476,382Capitalized
                transaction costs
            
            
            260,023Goodwill
            
            $
            4,736,405










Cancable
      Inc. consolidated unaudited financial information for the three months period
      ended March 31, 2005 is as follows:


Revenue
              
              $
              3,236,620Net
                  (loss)
              
              $
              (296,395
              )




**3.**  **Note
      Receivables**




On
      January 12, 2005, the Company entered into a letter of intent to acquire the
      privately held DataBahn, Inc. (“DataBahn”). DataBahn is based in Farmers Branch,
      Texas, and provides solutions to connect consumers and commercial users by
      providing satellite-based internet, voice and data services to the emerging
      broadband mobile communications markets. The acquisition is subject, among
      other
      things, to due diligence and the negotiation of definitive documentation. In
      furtherance of this acquisition, the Company entered into a Security Agreement
      and Secured Promissory Note Purchase Agreement with DataBahn, Inc. on March
      9,
      2005. Pursuant to these agreements, the Company is negotiating the terms of
      a
      transaction with DataBahn to acquire all its outstanding capital stock or
      substantially all of its assets. In order to meet certain financial obligations
      of dataBahn, the Company purchased a Secured Promissory Note amounting to
      $125,000 from dataBahn. The secured two-year promissory note bears interest
      at
      10% and matures on March 9, 2007. DataBahn pays interest on a monthly basis
      from
      April 8, 2005 and the monthly principal amount of $10,416 will start to be
      paid
      from April 8, 2006. The Company has not received the payment on May 22, 2006.
      The Company is not likely to proceed with the acquisition transaction and is
      in
      the process of negotiating the repayment of the entire note
      receivable.




**4.**  **Deferred
      Financing Costs, Net**




Deferred
      financing costs, net are associated with the Company’s term notes from Laurus
      Master Fund, Ltd., a Cayman Islands company. The balance carried forwarded
      from
      December 31, 2005 was written off due to the entire revolving notes and
      convertible notes issued on September 30, 2004 were repaid. For the period
      ended
      March 31, 2006, the amortization of deferred financing cost approximately
      $42,583 (2005 - $125,379).




**2005**Cost
            
            $
            823,798Accumulated
                amortization
            
            
            (42,583
            )$
            781,215




The
      estimated amortization expense for each of the next five fiscal years and
      thereafter is as follows:




**Year**
            
            **Amount**2006
            
            $
            144,3852007
            
            
            177,2032008
            
            
            150,0542009
            
            
            115,2632010
            
            
            107,654Thereafter
            
            
            86,656$
            781,215









**5.**  **Customer
      List**




**2006****Accumulated****Cost**
            
            **Depreciation**Customer
                list
            
            $
            16,667
            
            
            13,461**$**
            **3,206**




Amortization
      expense for the period ended March 31, 2006 amounted to $724 (2005-$1,021).
      The
      customer list will be fully amortized in 2006.




**6.**  **Revolving
      Credit Facilities**




The
      Company had a $3,000,000 secured revolving line of credit, including a secured
      convertible minimum-borrowing note in the amount of $1,000,000 (also see Note
      7), with Laurus. The
      entire revolving line of credit was repaid during the period ended March 31,
      2006 through a refinancing transaction happened in February 2006 (see Note
      8).




**7.**  **Convertible
      Notes**




**(a)
      Private Placement - Laurus Master Fund, Ltd.**





On
      September 30, 2004, the Company entered into a series of agreements with Laurus
      Master Fund, Ltd., a Cayman Islands company, pursuant to which the Company
      issued a Secured Convertible Term Note in the principal amount of $4,500,000
      due
      September 30, 2007, a Secured Revolving Note and Secured Convertible Minimum
      Borrowing Note of up to a maximum aggregate amount of $2,000,000 and $1,000,000
      due September 30, 2007, a common stock purchase warrant and a stock purchase
      option.




During
      the period ended December 31, 2005, a total of 1,000,000 warrants were issued
      in
      exchange for the postponement by Laurus of scheduled principal payments under
      the Term Note. In accordance with EITF 96-19 the Company reviewed the effect
      of
      these changes to the Laurus term note and concluded they should be accounted
      for
      as a modification of terms Accordingly, the initial fair value of the warrants
      was being recognized as additional interest expense over the remaining term
      of
      the notes using the effective interest method.




The
      Notes
      were repaid during the period ended March 31, 2006 through a refinancing
      transaction (see Note 8).




**(b)
      Derivative Financial Instruments**




We
      have
      issued to Laurus warrants and options to purchase up to 5,661,003 shares and
      299,997 shares of our common stock at an exercise price of $1.15 to $0.01 per
      share with a term of seven to ten years. The warrants and options were recorded
      at fair value and classified as liability. The fair value of the warrants and
      option at the time of issue was $4,121,367. (Computed using a Black-Scholes
      model with an interest rate of 3.5% to 4.33%, volatility from 45% to 55%,
      expected dividend yield of 0%, share price of $0.34 to $1.07 and expected term
      of seven to ten years respectively).




At
      March
      31, 2006, the following derivative liabilities related to common stock options
      and warrants issued to Laurus in connection with financing were
      outstanding:










**Exercise****Number
                  of**
              
              **Price****options
                  or**
              
              **Per**
              
              **Value
                  -**
              
              **Value
                  - March 31,****Issue
                  Date**
              
              **Expiry
                  Date**
              
              **warrants**
              
              **Share**
              
              **issue
                  date**
              
              **2006**09-30-2004
              
              
              09-30-2014
              
              
              **299,997
              
              $
              0.01
              
              $
              318,597
              
              $
              232,60509-30-2004
              
              
              09-30-2011
              
              
              2,250,000
              
              
              1.15
              
              
              1,370,000
              
              
              641,97403-31-2005
              
              
              03-31-2012
              
              
              100,000
              
              
              1.20
              
              
              60,291
              
              
              29,39804-30-2005
              
              
              04-30-2012
              
              
              100,000
              
              
              1.01
              
              
              44,309
              
              
              33,63505-31-2005
              
              
              05-31-2012
              
              
              100,000
              
              
              1.01
              
              
              56,614
              
              
              33,92606-22-2005
              
              
              06-22-2012
              
              
              313,000
              
              
              1.00
              
              
              137,703
              
              
              107,47006-30-2005
              
              
              06-30-2012
              
              
              100,000
              
              
              0.90
              
              
              50,431
              
              
              36,85107-31-2005
              
              
              07-31-2012
              
              
              100,000
              
              
              1.05
              
              
              56,244
              
              
              33,67908-31-2005
              
              
              08-31-2012
              
              
              100,000
              
              
              1.05
              
              
              22,979
              
              
              33,96809-30-2005
              
              
              09-30-2012
              
              
              100,000
              
              
              0.80
              
              
              36,599
              
              
              34,24410-31-2005
              
              
              10-31-2012
              
              
              100,000
              
              
              0.80
              
              
              27,367
              
              
              34,52711-30-2005
              
              
              11-30-2012
              
              
              100,000
              
              
              0.80
              
              
              16,392
              
              
              40,67712-31-2005
              
              
              12-31-2012
              
              
              100,000
              
              
              0.80
              
              
              10,270
              
              
              40,92602-13-2006
              
              
              02-13/2016
              
              
              2,411,003
              
              
              0.01
              
              
              1,913,571
              
              
              1,865,680$
              3,199,560




**
      Total
      number of options issued was 1,499,997. During the quarter ended September
      30,
      2005, Laurus exercised 1,200,000 options. The remaining number of options was
      299,997 as at March 31, 2006.




Since
      the
      Convertible Notes issued on September 30, 2004 was repaid during the period
      ended March 31, 2006, the bifurcated embedded derivative liabilities were
      reflected in the statement of operations under interest and other
      expenses.




**8.** **Term
      Notes**




In
      January 2006, concurrently with the closing of the acquisition of Cancable
      Inc.
      (also see Note 2), the Company entered into a series of agreements with Laurus
      whereby Cancable issued to Laurus a secured term note (the “Cancable Note”) in
      the amount of $6,865,000 and Cancable Holding issued to Laurus a related option
      to purchase up to 49 shares of common stock of Cancable Holding (up to 49%
      of
      the outstanding shares of Cancable Holding) at a price of $0.01 per share (the
      “Option”). The loan is secured by all of the assets of the Company and its
      subsidiaries.





The
      Cancable Note bears interest at the prime rate plus 1.75% with a minimum rate
      of
      seven percent. Interest accrued on the term note but was not payable until
      February 1, 2006. Interest is calculated on the basis of a 360 day year. The
      minimum monthly payment on the term note is $81,275 commencing from October
      1,
      2006. The Company is not obligated, except upon an event of default, to pay
      more
      than 25% of the Principal Amount prior to December 31, 2011.




In
      February 2006, the Company and its subsidiaries, Iview Holding and Iview DSI
      entered into a series of agreements with Laurus pursuant to a refinancing
      transaction whereby the Company issued to Laurus a secured term note (the
“Company Note”) in the amount of $8,250,000, Iview DSI issued to Laurus a
      secured term note (the “Iview Note”) in the amount of $2,000,000, the Company
      issued to Laurus a related warrant to purchase up to 2,411,003 shares of common
      stock of the Company (up to 7.5% of the outstanding shares of the Company)
      at a
      price of $0.01 per share (the “Warrant”) and Iview Holding issued to Laurus a
      related option to purchase up to 20 shares of common stock of Holding (up to
      20%
      of the outstanding shares of Holding) at a price of $0.01 per share (the
“Option”). The loans are secured by all of the assets of the Company and its
      subsidiaries.









The
      Company Note bears interest at the prime rate plus 2% with a minimum rate of
      seven percent. Interest accrued on the term note but was not payable until
      April
      1, 2006. Interest is calculated on the basis of a 360 day year. The minimum
      monthly payment on the term note is $137,500 commencing from March 1, 2007
      to
      February 1, 2009. $4,950,000 is payable on the maturity date.




The
      Iview
      Note bears interest at the prime rate plus 2% with a minimum rate of seven
      percent. Interest accrued on the term note but was not payable until April
      1,
      2006. Interest is calculated on the basis of a 360 day year. The minimum monthly
      payment on the term note is $8,333 commencing from March 1, 2007 to February
      1,
      2011. $1,600,000 is payable on the maturity date. The Company is not obligated,
      except upon an event of default, to pay more than 25% of the Principal Amount
      prior to February 23, 2011.




Simultaneously
      with the closing of this refinancing transaction, the Company paid off the
      entire outstanding principal amount and all obligations due to Laurus under
      the
      Secured Convertible Term Note dated September 30, 2004 (also see Note 7), the
      Secured Convertible Minimum Borrowing Note dated September 30, 2004 and the
      Secured Revolving Note dated September 30, 2004 (collectively, the “2004 Notes”)
      (also see Note 6) and such 2004 Notes were subsequently cancelled.




Interest
      on the term note for the three months period ended March 31, 2006 was $104,912
      (2005: $Nil). The minimum fixed monthly principal repayment of $100,000
      commences on April 1, 2005, and continues through the September 30, 2007
      maturity date.





**Amount**Cancable
                term note bears interest at prime plus 1.75% with the minimum interest
                rate 7% and due on December 31, 2011
            
            $
            6,865,000Company
                term note bears interest at prime plus 2% with the minimum interest
                rate
                7% and due on February 13, 2009
            
            
            8,250,000Iview
                term note bears interest at prime plus 2% with the minimum interest
                rate
                7% and due on February 23, 2011
            
            
            2,000,00017,115,000Less:
                current portion
            
            
            633,483$
            16,481,517




9.Net
      Financing Expenses





**Three
                months ended**
            
            **Three
                months ended****March
                31, 2006**
            
            **March
                31, 2005**Capital
                leases
            
            $
            51,225
            
            $
            -Interest
                of credit facility
            
            
            362,959
            
            
            104,912Amortization
                of interest on debt instruments
            
            
            168,171
            
            
            -Interest
                and penalties on prepayment of convertible notes – cash
            
            
            539,319
            
            
            -Interest
                and penalties on prepayment of convertible notes - 2,411,003
                warrants
            
            
            1,913,571
            
            
            -Others
            
            
            14,540
            
            
            17,161$
            3,049,785
            
            $
            122,073




**10.**  **Other
      Notes Payable**




In
      February 2004, the Company issued four promissory notes each with principal
      amounts of $39,632 and payable at 100% of the face or principal amount in the
      denomination of CAD $50,000. The notes mature on February 26, 2007. Interest
      is
      payable monthly and accrues at the rate of 10.5% per annum on the outstanding
      principal amount on the 26 th day of
      each month. The principal amount of the notes is repayable in twelve consecutive
      monthly payments commencing on March 26, 2006.









Interest
      expense recognized for the period was $3,043 (2005 - $5,911).




The
      principal payments for the next two fiscal years and thereafter are as
      follows:




**Year**
            
            **Amount**2006
            
            $
            128,2052007
            
            
            28,490$
            156,695




**11.**  **Note
      Payable to Related Parties**





In
      September 2004, the Company issued two promissory notes with an aggregate
      principal amount of $3,300,000. On September 30, 2004, the Company repaid
      an aggregate of $1,800,000 of the principal balance. The outstanding principal
      bears interest at 3% per annum with no fixed terms of repayment. The notes
      each
      with an amount of $750,000 are due to The Burns Trust (the Company’s president
      is one of the beneficiaries of the trust) and the Navaratnam Trust (the
      Company’s CEO is one of the beneficiaries of the trust),
      respectively.




Interest
      expense recognized for the period was $11,250 (2005 - $11,250).




**12.**  **Shareholders’
      (Deficit)**




The
      Company has total authorized share capital of 50,000,000 preferred shares,
      no
      par value and 100,000,000 common shares, no par value.




During
      the period ended March 31, 2006, the Company entered into two consulting
      agreements by issuing 120,000 shares stock in consideration for investor
      relations services rendered with the fair value of $65,000. Total recognized
      consulting expenses for the period ended March 31, 2006 relating to the above
      shares are $65,000. Additionally, the Company entered into another consulting
      agreement by issuing 75,000 shares in consideration for advisory service
      rendered with the fair value of $41,250. The expense was recorded under deferred
      compensation.




**Options**




During
      fiscal year 2004, the Company granted 1,499,997 options to purchase a maximum
      of
      1,499,997 shares of common stock. All the options granted are pursuant to
      issuance of debt. These options allow the holders to buy the Company’s common
      stock at a price of two-thirds of a cent per share and expire on September
      30,
      2014. The options related to the debt were recorded at fair value by using
      the
      Black-Scholes option pricing model as discount on notes of the convertible
      notes. The fair value of options issued was $1,593,400. 1,200,000 options were
      exercised during the year ended December 31, 2005.




**Warrants**




During
      fiscal year 2004, the Company granted 2,989,500 warrants to purchase a maximum
      of 2,989,500 shares of common stock. Of the warrants granted, 2,250,000 warrants
      were issued pursuant to issuance of debt with the balance of 739,500 warrants
      issued pursuant to consulting and investment banking fees. The warrants related
      to the debt were recorded at fair value by using the Black-Scholes option
      pricing model as discounts on notes of the convertible debt. The fair value
      of
      the warrants issued was $1,370,000. In addition, the warrants issued pursuant
      to
      consulting and investment banking fees were recorded at fair value by using
      the
      Black-Scholes option pricing model and part of the costs were recorded as
      deferred financing costs. The entire deferred costs were written off during
      the
      first quarter of fiscal 2006 due to the entire 2004 Note was repaid. The fair
      value of the warrants issued was $425,000. The fair value of the above warrants
      were measured using the Black-Scholes option pricing model with the following
      weighted average assumptions: risk free interest rate of 3.5%, expected dividend
      yield of 0%, volatility of 55%, share price of $1.07 and contractual lives
      of 5
      to 7 years.




During
      the year ended December 31, 2005, the Company additionally granted 1,313,000
      warrants to purchase a maximum 1,313,000 shares of common stock. Of the warrants
      granted, 1,000,000 warrants were issued to postpone scheduled principal payments
      in respect of Term Note with the balance of 313,000 warrants issued pursuant
      to
      Laurus waiving the payment of penalties for failure to have an effective
      registration statement. The warrants related to the debt were recorded at fair
      value by using the Black-Scholes option pricing model as discounts on notes
      of
      the convertible debt. The fair value of warrants issued was $381,496. In
      addition, the warrants issued pursuant to waiver of the payment of the penalties
      were recorded at fair value by using the Black-Scholes option pricing model
      under the general and administration expenses. The fair value of the warrants
      issued was $137,703. The fair value of the above warrants were measured using
      the Black-Scholes option pricing model with the following weighted average
      assumptions: risk free interest rate of 3.8% to 4.33%, expected dividend yield
      of 0%, volatility of 45% to 50%, share price of $0.80 to $1.10 and contractual
      lives of 7 years.









These
      warrants allow the holders to buy the Company’s common stock at prices ranging
      from $0.33 to $1.20 per share and expire at various dates between September
      30,
      2009 and December 31, 2012. No warrants were exercised during the
      period.




During
      the period ended March 31, 2006, the Company granted 2,411,003 warrants to
      purchase a maximum 2,411,003 shares of common stock. The fair value of warrants
      issued was $1,913,571.  The
      fair
      values of the above warrants were measured using the Black-Scholes option
      pricing model with the following weighted average assumptions: risk free
      interest rate of 4.58%, expected dividend yield of 0%, volatility of 45%, share
      price of $0.80 and expired on February 13, 2016.




**13.****Diluted
      Loss Per Share**




Total
      number of common stock equivalent that would be issued upon warrants, options
      or
      equivalent of debts included from the calculation of diluted loss per share
      for
      the period ended March 31, 2005 was 11,940,741. These common stock equivalents
      were not included in the diluted loss per share calculations because they are
      anti-dilutive.





**14.**  **Subsequent
      Events**




Subsequent
      to period end, the Company entered into another consulting agreement by issuing
      50,000 shares of stock in consideration for investor relations services
      rendered.




**15.**  **Contingencies**




The
      Company is potentially liable for $100,000 relating to a claim by a few
      suppliers.




**16.**  **Major
      Customers**




During
      the three months ended March 31, 2006, the Company derived 56% of its revenue
      from a single customer.




**17.** **Segment
      Information**




We
      determine and disclose our segments in accordance with SFAS No. 131 “Disclosures
      about Segments of an Enterprise and Related Information”, which uses a
“management” approach for determining segments. The management approach
      designates the internal organization that is used by management for making
      operating decisions and assessing performance as the source of the reportable
      segments. Our management reporting structure provides for the following
      segments:




Cancable




Cancable
      Inc. (“Cancable”) is a growing, Canadian based leader in the provisioning the
      deployment and servicing of broadband technologies in both residential and
      commercial markets. The Cancable service offering, network deployment, IT
      integration, and support services, enable the cable television and
      telecommunications industries to deliver a high quality broadband experience
      to
      their customers. Cancable’s clients rely on Cancable’s knowledge and expertise
      to rapidly deploy the latest technologies to support advanced cable services,
      cable broadband Internet access and DSL. Services provisioned include new
      installations, reconnections, disconnections, service upgrades and downgrades,
      inbound technical call center sales and trouble resolution for cable Internet
      subscribers, and network servicing for broadband video, data, and voice services
      for residential, business, and commercial marketplaces.









AC
      Technical




A.C.
      Technical Systems Ltd. (“AC Technical”), a corporation incorporated under the
      laws of the Province of Ontario, is engaged in the engineering, design,
      installation, integration and servicing of various types of security systems.




Iview
      DVSI




Iview
      Digital Solutions Inc. (“Iview DVSI”), a corporation incorporated under the laws
      of the Province of Ontario. It is a newly formed subsidiary incorporated in
      late
      2005 to focus on providing video surveillance products and technologies to
      the
      market.




The
      following table presents financial information with respect to the segments
      that
      management uses to make decisions. There was no information of Cancable as
      the
      Company acquired and completed on January 1, 2006. The relative financial
      information for the period ended March 31, 2005 can be referred to Note
      2.




**Three
                Months**
            
            **Three
                Months****Ended**
            
            **Ended****March
                31, 2006**
            
            **March
                31, 2005****Sales:**Cancable
            
            $
            4,534,813
            
            $
            -AC
                Technical
            
            
            1,886,396
            
            
            2,848,550Iview
                DVSI
            
            
            35,348
            
            
            -**Consolidated
                Total**
            
            $
            6,456,557
            
            $
            2,848,550**Depreciation
                and amortization:**Cancable
            
            $
            315,558
            
            $
            -AC
                Technical
            
            
            8,164
            
            
            12,742**Consolidated
                Total**
            
            $
            323,722
            
            $
            12,742**Net
                Income (Loss):**Cancable
            
            $
            (11,890
            )
            $
            -AC
                Technical
            
            
            88,755
            
            
            86,956Iview
                DVSI
            
            
            (27,747
            )
            
            -Corporate
                (1)
            
            
            (7,347,252
            )
            
            1,232,060**Consolidated
                Total**
            
            $
            (7,298,134
            )
            $
            1,319,016Property,
                plant and equipment, net:Cancable
            
            $
            2,115,265
            
            $
            -AC
                Technical
            
            
            790,714
            
            
            815,879**Consolidated
                Total**
            
            $
            2,905,979
            
            $
            815,879




(1)
            Corporate
                expenses primarily include certain stock-based compensation and derivative
                financial instrument expense, which we do not internally allocate
                to our
                segments because they are related to our common stock and are non-cash
                in
                nature.




Revenues
      by geographic destination and product group were as follows:





**Three
                Months**
            
            **Three
                Months****Ended**
            
            **Ended****March
                31, 2006**
            
            **March
                31, 2005**Contract
            
            $
            1,600,963
            
            $
            2,543,944Service
            
            
            4,845,979
            
            
            303,564Others
            
            
            9,615
            
            
            1,042Total
                sales to external customer
            
            $
            6,456,557
            
            $
            2,848,550


All
      revenue generated by the Company was in Canada.










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


(Unaudited)




The
      following discussion of the financial condition and results of operations should
      be read in conjunction with the consolidated financial statements and related
      notes thereto. The following discussion contains certain forward-looking
      statements that involve risks and uncertainties. Our actual results could differ
      materially from those discussed therein. Factors that could cause or contribute
      to such differences include, but are not limited to, risks and uncertainties
      related to the need for additional funds, the rapid growth of the operations
      and
      our ability to operate profitably a number of new projects. Except as required
      by law, we do not intend to publicly release the results of any revisions to
      those forward-looking statements that may be made to reflect any future events
      or circumstances.




**Overview
      and Recent Developments**




On
      September 22, 2004, we incorporated a new Ontario company, A.C. Technical
      Acquisition Corp., in order to effect the acquisition of A.C. Technical Systems
      Ltd. Creative Vistas, Inc. owns 50 VFV shares (voting fixed value shares) and
      100 NVE shares (non-voting equity shares) of AC Acquisition. Brent Swanick
      owns
      the remaining 50 VFV shares. The total issued share capital was CDN$100 (CDN$1
      for each VFV share). Each VFV share is only entitled to a return of CDN$1 upon
      dissolution of AC Acquisition and has no share in AC Acquisition’s profits; AC
      Acquisition is a direct subsidiary of ours and our 100 NVE shares have the
      entire interest in the profits of AC Acquisition.




On
      September 29, 2004, pursuant to a Stock Purchase Agreement with The Burns Trust
      (our president is one of the beneficiaries of the trust), The Navaratnam Trust
      (our CEO is one of the beneficiaries of the trust) and A.C. Technical Systems
      Ltd., AC Acquisition acquired all of the issued and outstanding shares of AC
      Technical from The Burns Trust and The Navaratnam Trust for consideration
      consisting of promissory notes in the aggregate amount of $3,300,000. AC
      Technical became an indirect subsidiary of the Company and a wholly owned direct
      subsidiary of AC Acquisition.




On
      September 30, 2004 the shareholders (The Burns Trust and The Navaratnam Trust)
      of A.C. Technical Systems Ltd., an Ontario corporation, entered into a series
      of
      transactions to acquire a controlling stock interest in Creative Vistas. On
      September 30, 2004, pursuant to a Common Stock Purchase Agreement with Miller
      Capital Corporation and Tudor Investments LTD Profit Sharing Plan, Sayan
      Navaratnam, Dominic Burns, Randy Stern and Malar Trust, Inc. purchased
      28,500,000 shares of Creative Vistas, Inc.’s common stock from Miller Capital
      Corporation and Tudor Investments LTD Profit Sharing Plan for cash consideration
      of $300,000. Immediately prior to this purchase, there were 1,500,000 shares
      of
      Creative Vistas, Inc. common stock outstanding, which remained outstanding
      and
      were retained by the pre-existing stockholders of Creative Vistas,
      Inc.




On
      September 30, 2004, we entered into a series of agreements with Laurus Master
      Fund, Ltd., one of the selling shareholders, whereby we issued to Laurus (i)
      a
      secured convertible term note in the amount of $4.5 million, (ii) secured
      revolving notes in the aggregate maximum amount of $3 million, (iii) a related
      option to purchase up to 1,499,997 shares of our common stock at a price of
      two-thirds of a cent per share, and (iv) a seven year warrant to purchase up
      to
      2,250,000 shares of our common stock at a price of $1.15 per share. The loan
      is
      secured by all of our assets and the assets of our subsidiaries.




The
      Company loaned the proceeds of the term note and the revolving notes to AC
      Acquisition. AC Acquisition used the funds received to repay an aggregate of
      $1.8 million of the principal amount of the promissory notes and to pay
      transaction costs.




After
      the
      completion of the business acquisition and leveraged buyout transactions Sayan
      Navaratnam and Dominic Burns controlled 56% and 37% respectively of the common
      stock of the Company. Consequently, the acquisition of the controlling stock
      interest in the non-operating public shell corporation, Creative Vistas (the
      legal acquirer), by the shareholders of AC Technical, has been accounted for
      in
      accordance with EITF 88-16, “Basis in Leveraged Buyout
      Transactions”.









The
      above
      structure was set up for Canadian tax purposes. This allows AC Technical to
      maintain its status as a Canadian Controlled Private Corporation (“CCPC”), which
      makes it eligible for Canadian research and development tax credits. A CCPC
      is a
      corporation that is not controlled by a non-Canadian entity. Consequently Brent
      Swanick, who is Canadian, holds 50% of the voting shares and the Company holds
      50% of the voting shares and 100% of the non-voting equity shares so as to
      satisfy the requirement for CCPC tax treatment. To provide protection to the
      Company, there is a voting agreement between Mr. Swanick and Creative Vistas,
      Inc. granting Creative Vistas, Inc. the power at any time to cause Mr. Swanick
      to transfer his VFV shares to another person designated by Creative Vistas.
      The
      result is that under the Canadian tax law, control is not with a foreign entity
      and AC Technical Systems Ltd. is considered a CCPC. However, Creative Vistas,
      Inc. by virtue of its ability to cause the transfer at any time of the VFV
      shares, completely controls AC Technical. However, the provisions of the voting
      agreement do not affect AC Technical’s qualification as a CCPC entitled to
      certain tax credits.




On
      September 20, 2005, we incorporated a new Ontario Company, Iview Digital Video
      Solutions Inc. (“Iview DSI”). Iview DSI is to focus on providing video
      surveillance products and technologies to the market.




Subsequent
      to fiscal year ended 2005, the Company entered into an agreement, through its
      wholly owned newly formed Delaware subsidiary, Cancable Holding Corp.
      (“Holding”), to acquire all of the issued and outstanding shares of capital
      stock and any other equity interests of Cancable Inc., an Ontario corporation
      (“Cancable”). To finance the acquisition, also on December 31, 2005,
      subsidiaries of the Company entered into a loan agreement with Laurus Master
      Fund, Ltd. (“Laurus”) to which the Company became a guarantor.




The
      Company, Cancable, Holding, Covington Capital Corporation (“Covington”) and BMO
      Capital Corporation (“BMO”) entered into a Stock Purchase Agreement for the
      purchase by Holding of all the issued and outstanding shares of capital stock
      and any other equity interests of Cancable.




Cancable
      and Holding entered into a series of agreements with Laurus whereby Cancable
      issued to Laurus a secured term note (the “Note”) in the amount of Six Million
      Eight Hundred Sixty Five Thousand Dollars ($6,865,000) and Holding issued to
      Laurus a related option to purchase up to 49 shares of common stock of Holding
      (up to 49% of the outstanding shares of Holding) at a price of $0.01 per share
      (the “Option”). The loan is secured by all of the assets of the Company and its
      subsidiaries. The principal amount of the Note bears interest at the prime
      rate
      plus one and three quarters percent with a minimum rate of seven percent.
      Cancable and Holding have granted Laurus a right of first refusal with respect
      to any debt or equity financings for a period of 180 days after
      closing.




On
      February 13, 2006, the Company and its subsidiaries, Iview Holding Corp., a
      newly formed Delaware corporation and direct subsidiary of the Company
      (“Holding”), and Iview Digital Video Solutions Inc. (“Iview”), entered into a
      series of agreements with Laurus Master Fund Ltd. (“Laurus”) pursuant to a
      refinancing transaction whereby the Company issued to Laurus a secured term
      note
      (the “Company Note”) in the amount of Eight Million Two Hundred Fifty Thousand
      Dollars ($8,250,000), Iview issued to Laurus a secured term note (the “Iview
      Note”) in the amount of Two Million Dollars ($2,000,000), the Company issued to
      Laurus a related warrant to purchase up to 2,411,003 shares of common stock
      of
      the Company (up to 7.5% of the outstanding shares of the Company) at a price
      of
      $0.01 per share (the “Warrant”) and Holding issued to Laurus a related option to
      purchase up to 20 shares of common stock of Holding (up to 20% of the
      outstanding shares of Holding) at a price of $0.01 per share (the “Option”). The
      loans are secured by all of the assets of the Company and its subsidiaries:
      A.C.
      Technical Systems Ltd., Creative Vistas Acquisition Corp., Holding, Iview,
      Cancable Holding Corp., Cancable and Cancable, Inc.









**Results
      of Operations**


**Comparison
      of Period Ended March 31, 2006**


**to
      Period Ended March 31, 2005**




For
      purposes of this “Management’s Discussion and Analysis or Plan of Operation”, we
      compared the first three month periods ended March 31, 2006 to the comparable
      period in 2006.




Sales :
      Sales
      for the three months period ended 2006 increased 126% to $6,456,600 from
      $2,848,600 for the three months period ended 2005. The acquisition of Cancable
      Inc was responsible for all of the increase in revenues. The revenue from
      Cancable was $4,534,800.




(a)
      Cancable Segment - The Company acquired Cancable through its wholly owned
      subsidiary on January 1, 2006. It is incorporated under the laws of Ontario
      and
      its principal business activity is the provisioning the deployment and servicing
      of broadband technologies in both residential and commercial markets. The
      Cancable service offering, network deployment, IT integration, and support
      services, enable the cable television and telecommunications industries to
      deliver a high quality broadband experience to their customers. Total revenue
      for the first quarter of fiscal 2006 was $4,534,800. Rogers Cable Inc. is
      Cancable’s largest customer and the revenue from this customer for the first
      quarter of fiscal 2006 was approximately $3,596,500 or 79.3% of its total
      revenue.




(b)
      AC
      Technical segment - Contract revenue declined to $1,600,900 in the first quarter
      or 37% for the three months ended March 31, 2006 compared to $2,543,900 in
      the
      same period of fiscal 2005. The decrease was mainly due to a decrease in the
      number of subcontracts for the provision of services to government contracts.
      For the first quarter ended March 31, 2006, contract revenue from three of
      our
      major customers was $480,000 or 30% of total contract revenue. Service revenue
      generated increased 2.5% to $311,000 for the first quarter of fiscal 2006 from
      $303,500 for the same period of fiscal 2005. Service revenue primarily
      represents the cumulative effect of the growth in contracts and number of
      customers over the past few years. We have experienced a significant increase
      in
      the number of inquiries for systems from the government, commercial and health
      sector. This increased interest in security products and services may result
      in
      our achieving increased revenues in future periods if we are successful in
      attracting new customers or obtaining additional projects from existing
      customers. There is no assurance that the Company will be able to attract new
      customers or obtain additional projects from existing customers.




(c)
      Iview Segment - Iview DVSI is in the process of
      initiating a sales and marketing campaign. It has received a number of inquiries
      relating to its product line. The revenue for the first quarter of fiscal 2006
      was $30,000.




Cost
      of Goods Sold :
      Cost of
      goods sold as a percentage of revenue for the three months ended March 31,
      2006
      was $4,184,500 or 64.8% of revenues compared to $1,941,800 or 68.2% of revenues
      for the three months period ended March 31, 2005. (a) Cancable segment -
      Cost of sales of this segment was $3,298,800 for the three month period ended
      March 31, 2006 which mainly comprises of labor expenses $2,204,600, vehicle
      expenses $499,100 and material cost $472,600. (b) AC Technical segment - Cost
      of
      sales of this segment was $966,700. The material cost was $594,000 or 31.1%
      of
      the AC Technical revenue for the three months ended March 31, 2006 compared
      to $1,362,000 or 47.8% of revenues in the same period of fiscal 2005. The
      decreased in percentage of the material cost was mainly due to some contracts
      with lower percentage of materials. On
      the
      other hand, the labor and subcontractor cost decreased to $368,600 or 19.2%
      of
      AC Technical revenues for the three months ended March 31, 2006 and $528,000
      or
      18.5% of AC Technical revenues for fiscal 2005. Decrease in labor and
      subcontractor cost was mainly due to the decrease in revenue. The percentage
      of
      the labor and subcontractor cost has no material fluctuation for two years.




Project,
      Selling, General and Administrative Expenses :
      Projects, selling, general and administrative expenses for the three months
      ended March 31, 2006 was $2,315,182 or 35.9% of revenues for the three month
      period ended 2006 compared to $989,980 or 34.8% of revenues for the same period
      of fiscal 2005. The balance is mainly comprised of the following:









Project
      cost was $402,400 or 6.2% of revenue for three months ended March 31, 2006
      compared to $333,400 or 11.7% for the same period of fiscal year 2005. Balance
      mainly includes the salaries and benefits of indirect staff amounted to $191,867
      in the first quarter of fiscal 2006 compared to $157,000 for the same period
      of
      fiscal 2005. The increase in expenses was mainly due to more headcounts. The
      automobile and travel expenses approximately $112,800 or 1.7% for the three
      month period ended March 31, 2006 compared to $125,500 for the same period
      of fiscal 2005. All expenses were consistent with the same period of fiscal
      2005.




Selling
      expenses was $138,300 or 2.1% of revenues for the three months period ended
      2006
      compared to $182,000 or 6.4% of revenues for the first quarter of fiscal 2005.
      As at March 31, 2006, we have 5 salespersons, which were 9 as at
      March 31, 2005. Balance for the three months period ended March 31,
      2006 is mainly comprised of salaries and commission to salespersons of $44,000
      compared to $94,000 for the same period of fiscal 2005. The decrease was mainly
      due to the decrease in headcounts. The decrease was offset by the increase
      in
      meals and entertainment and trade show expenses.




General
      and administrative cost was $1,626,530 or 25.2% of revenues for the three months
      period ended 2006 compared to $407,800 or 14.3% for fiscal 2005. The balance
      for
      the three months period ended March 31, 2006 mainly is comprised of
      $199,500 of professional fees related to fees for the quarterly reports,
      registration statements and other corporate matters. In addition, investor
      relations expenses amounted to $39,000 for the three months period ended March
      31, 2006. Total salaries and benefits to administrative staff to $316,000 for
      the first quarter of 2006 compared to $104,000 for the same period last year.
      The increase was mainly due to the salaries and benefits of Cancable segment
      were $206,800. Total depreciation of property plant and equipment was $323,000
      for the first quarter of fiscal 2006 compared to $12,000 for the same period
      of
      last year. The balance for current period mainly represents the depreciation
      of
      vehicles and equipments of Cancable segment.




Non-cash
      stock compensation cost was $147,950 or 2.3%
      of revenues for the three months period ended 2006 compared to $67,200 or 2.4%
      of revenues for fiscal 2005. Balance mainly represents payment for investor
      relations services.




Interest
      and other Expenses (Income) :
      Interest and net other expenses for the three months ended March 31, 2006 of
      $7,255,000 or 112.4% of revenues compared to net income of $1,402,200 or 49%
      of
      the revenues for the same period of fiscal 2005. The balance for the current
      period is primarily comprised of the amortization of deferred charges amounting
      to $643,700 compared to $125,300 for the same period of fiscal 2005. The
      increase was mainly due to the deferred financing costs amounted to $600,500
      carried forward from the fiscal 2005 was written off during the first quarter
      of
      fiscal 2006. It was due to the Company has paid off the entire outstanding
      principal amount and all obligations due to Laurus under the Secured Convertible
      Term Note dated September 30, 2004, the Secured Convertible Minimum Borrowing
      Note dated September 30, 2004 and the Secured Revolving Note dated September
      30,
      2004 through a refinancing transaction (details refer to Note 2 and 8 of
      the financial statements). Additionally, interest expenses increased from
      $122,073 or 1.9% of revenues compared to $3,049,800 or 47.2% of revenues for
      the
      same period of fiscal 2005. The balance for the first quarter of fiscal 2006
      included the 2,411,003 warrants issued to Laurus with market value of $1,913,600
      at the date of issuance, and cash payment of $539,300 as the penalties of the
      prepayment of the entire loans to Laurus. Also, the balance also included
      interest payable to the Laurus of $364,000. The changes of derivative
      instruments expenses were $3,561,500 compared to income of $1,649,687 for the
      same period of fiscal 2005.




Income
      taxes :
      No
      income tax provision for the period ended March 31, 2006 which was mainly due
      to
      the Company has losses carried forward to offset all income generated from
      the
      Company. All prior taxes already been accounted for in the income tax
      recoverable and therefore, there is no additional provision for income taxes
      recoverable and deferred tax asset.




Net
      Income/Loss :
      Net
      loss for the three months ended March 31, 2006 was $$7,298,100 compared to
      net income of $1,319,016 for the three months period ended March 31, 2005.
      The net income for the three months ended March 31, 2005 was attributed to
      the
      unrealized gain on remeasurement of derivative instruments amounting to
      $1,649,700, which was offset by the amortization of deferred charges, amounted
      to $125,000. The net loss for the three months ended March 31, 2006, relates
      principally to derivative losses of $3,561,500, additional financing expenses
      for the refinancing transactions of $2,452,900 and additional costs for
      acquisition of Cancable amounted to $260,000









**Liquidity
      and Capital Resources**




Since
      our
      inception, we have financed our operations through bank debt, loans and equity
      from our principals, loans from third parties and funds generated by our
      business. At March 31, 2006, we had $2,683,036 in cash. Additionally we had
      $500,000, which was deposited in a restricted bank account. Pursuant to the
      Securities Purchase Agreement between Laurus and the Company and a restricted
      account agreement entered into by the Company, Laurus and a US bank, the
      $500,000 was deposited into a restricted account for the benefit of Laurus
      as
      additional security for the obligations of the Company under the purchase
      agreement and the related agreements. The restricted account is to be maintained
      at the US bank and Laurus shall apply any part of this deposit to any payment
      obligation for Iview Note. We believe that cash from operations and our credit
      facilities with Laurus Master Funds, Ltd. will continue to be adequate to
      satisfy the ongoing working capital needs of the Company. During the fiscal
      year
      2006, our primary objectives in managing liquidity and cash flows will be to
      ensure financial flexibility to support growth and entry into new markets and
      improve inventory management and to accelerate the collection of accounts
      receivable.




Net
      Cash Used in Operating Activities .
      Net
      cash used in operating activities amounted to $1,007,600 for the three months
      ended March 31, 2006. The changes in operating assets and liabilities resulted
      in a use of cash of $998,800, which included a $819,600 increase in accounts
      receivable, a $34,500 decrease in inventory, a $32,400 increase in prepaid
      expenses, a $411,619 decrease in accounts payable, a $214,300 decrease in income
      taxes recoverable and a $12,100 increase in deferred revenue.




Compared
      the balance sheet as at March 31, 2006 to December 31, 2005




Accounts
      Receivable




Our
      accounts receivable increased by approximately $819,600 compared to the balance
      as at December 31, 2005 which was mainly d ue
      to the
      increase in revenue in the first quarter of 2006 and more government related
      jobs in the first quarter, which have a longer payment cycle than the
      non-government jobs.
      Approximately 70% of the accounts receivable outstanding at March 31, 2006
      were
      less than 90 days old.




Inventory




Inventory
      on hand at
      March 31, 2006 decreased 9% compared to the balance as at December 31,
      2005. The level of inventory remains consistent with the balance as December
      31,
      2005, which was mainly due to the improvement of inventory, control
      and keeping minimum levels of inventory.




Accounts
      Payable and Accrued Liabilities




Accounts
      payable approximately decreased to $4,437,000 compared to the balance as at
      December 31, 2005, which was mainly due to the decrease in purchases of
      material, in the last two months of the quarter and the timing of payments
      to
      our suppliers.




Deferred
      Revenue




Deferred
      revenue increased by $12,000 at March 31, 2006 compared to the balance as
      at December 31, 2005. This increase was mainly due to the timing of payments
      by
      our customers. Deferred revenue primarily relates to payments associated with
      the contracts where revenue is recognized on a percentage of completion basis.
      (See summary of accounting policy in our condensed consolidated financial
      statements).




Incomes
      Taxes Recoverable




The
      decrease in income taxes recoverable was mainly due to the Company received
      refund from the Government relating to the losses carried back to prior years
      and investment tax credits.




Net
      Cash Used in Investing Activities .
      Net
      cash used in investing activities was $51,600 for the three months ended March
      31, 2006 compared to $130,000 used for the three months ended March 31,
      2005. Last year balance was mainly due to the note receivable to dataBahn
      amounted to $125,000. The balance for the current period was mainly due to
      the
      purchase of property and equipment of the Company.









Net
      Cash Provided From Financing Activities .
      Net
      cash provided from financing activities was $1,859,100 for the three months
      ended March 31, 2006 compared to net cash provided $638,900 for the three months
      period ended March 31, 2005. The increase in balance mainly represents the
      additional borrowings from Laurus Master Fund, Ltd. from the refinancing
      transaction in 2006. The whole entire revolving loans and convertible debts
      were
      repaid during the same period (see also Note 6, 7 and 8).




We
      plan
      to adopt an incentive stock option plan in the second quarter of the fiscal
      2006.




Our
      capital requirements have grown since our inception with the growth of our
      operations and staffing. We expect our capital requirements to continue to
      increase in the future as we seek to expand our operations. On September 30,
      2004, we obtained additional funding through a series of agreements entered
      with
      Laurus (see details on Note 1 and 7 in the condensed consolidated financial
      statements). In 2006, the Company through its wholly owned subsidiary acquired
      all of the issued and outstanding shares of capital stock and any other equity
      interests of Cancable Inc. Simultaneously, Cancable entered into a series of
      agreements with Laurus whereby Cancable issued to Laurus a secured term note
      (the “Cancable Note”) in the amount of $6,865,000. Also, the Company has
      completed the refinancing transaction in February 2006; the
      Company issued to Laurus a secured term note (the “Company Note”) in the amount
      of $8,250,000, Iview DSI issued to Laurus a secured term note (the “Iview Note”)
      in the amount of $2,000,000. Simultaneously with the closing of this refinancing
      transaction, the Company paid off the entire outstanding principal amount and
      all obligations due to Laurus under the Secured Convertible Term Note dated
      September 30, 2004, the Secured Convertible Minimum Borrowing Note dated
      September 30, 2004 and the Secured Revolving Note dated September 30, 2004
      (collectively, the “2004 Notes”) and such 2004 Notes were subsequently
      cancelled.




Over
      the
      next twelve months the Company believes that its existing capital will be
      sufficient to sustain its operations. Management plans to seek additional
      capital in the future to fund operations, growth and expansion through
      additional equity, debt financing or credit facilities. The Company has had
      early stage discussions with investors about potential investment in the Company
      into the firm at a future date. No assurance can be made that such financing
      would be available, and if available it may take either the form of debt or
      equity. In either case, the financing could have a negative impact on our
      financial condition and our shareholders. The Company has introduced cost
      cutting initiatives within the Administration and Project and Selling
      departments to improve efficiency within the Company and also improve cash
      flow.
      The Company has also increased its rates for service by 20 percent to improve
      gross margins. This is in line with our competitors. The Company also expects
      to
      see the benefits of its research and development efforts within the next 12
      months as it starts to introduce its own line of customized products to the
      industry. These products and technologies are expected to improve gross margins.
      The Company believes that it will be eligible for research and development
      tax
      credits at year end for its research and development efforts during the year
      and
      these are additional sources of cash flow for the Company. The Company is also
      negotiating longer credit terms with its suppliers from 45 days to 60 to 75
      days.




***Recent
      Accounting Pronouncements*** -




SFAS
      155
      - ‘Accounting for Certain Hybrid Financial Instruments—an amendment of FASB
      Statements No. 133 and 140’




This
      Statement, issued in February 2006, amends FASB Statements No. 133, Accounting
      for Derivative Instruments and Hedging Activities, and No. 140, Accounting
      for
      Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.
      This Statement resolves issues addressed in Statement 133 Implementation Issue
      No. D1, “Application of Statement 133 to Beneficial Interests in Securitized
      Financial Assets.”




This
      Statement:




a.
            Permits
                fair value remeasurement for any hybrid financial instrument that
                contains
                an embedded derivative that otherwise would require
                bifurcation.









b.
            Clarifies
                which interest-only strips and principal-only strips are not subject
                to
                the requirements of Statement 133.




c.
            Establishes
                a requirement to evaluate interests in securitized financial assets
                to
                identify interests that are freestanding derivatives or that are
                hybrid
                financial instruments that contain an embedded derivative requiring
                bifurcation.




d.
            Clarifies
                that concentrations of credit risk in the form of subordination are
                not
                embedded derivatives.




e.
            Amends
                Statement 140 to eliminate the prohibition on a qualifying special-purpose
                entity from holding a derivative financial instrument that pertains
                to a
                beneficial interest other than another derivative financial
                instrument.




This
      Statement is effective for all financial instruments acquired or issued after
      the beginning of our first fiscal year that begins after September 15,
      2006.




The
      fair
      value election provided for in paragraph 4(c) of this Statement may also be
      applied upon adoption of this Statement for hybrid financial instruments that
      had been bifurcated under paragraph 12 of Statement 133 prior to the adoption
      of
      this Statement. Earlier adoption is permitted as of the beginning of our fiscal
      year, provided we have not yet issued financial statements, including financial
      statements for any interim period, for that fiscal year. Provisions of this
      Statement may be applied to instruments that we hold at the date of adoption
      on
      an instrument-by-instrument basis.




The
      Company is currently reviewing the effects of adoption of this statement but
      it
      is not expected to have a material impact on our financial
      statements.




SFAS
      156
      - ‘Accounting for Servicing of Financial Assets—an amendment of FASB Statement
      No. 140’




This
      Statement, issued in March 2006, amends FASB Statement No. 140, Accounting
      for
      Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,
      with respect to the accounting for separately recognized servicing assets and
      servicing liabilities. This Statement:




1.
            Requires
                an entity to recognize a servicing asset or servicing liability each
                time
                it undertakes an obligation to service a financial asset by entering
                into
                a servicing contract in certain
                situations.




2.
            Requires
                all separately recognized servicing assets and servicing liabilities
                to be
                initially measured at fair value, if
                practicable.




3.
            Permits
                an entity to choose either the amortization method or the fair value
                measurement method for each class of separately recognized servicing
                assets and servicing liabilities.




4.
            At
                its initial adoption, permits a one-time reclassification of
                available-for-sale securities to trading securities by entities with
                recognized servicing rights, without calling into question the treatment
                of other available-for-sale securities under Statement 115, provided
                that
                the available-for-sale securities are identified in some manner as
                offsetting the entity’s exposure to changes in fair value of servicing
                assets or servicing liabilities that a service elects to subsequently
                measure at fair value.




5.
            Requires
                separate presentation of servicing assets and servicing liabilities
                subsequently measured at fair value in the statement of financial
                position
                and additional disclosures for all separately recognized servicing
                assets
                and servicing liabilities.









Adoption
      of this Statement is required as of the beginning of the first fiscal year
      that
      begins after September 15, 2006. The adoption of this statement is not expected
      to have a material impact on our financial statements.




**DISCUSSION
      OF CRITICAL ACCOUNTING ESTIMATES**




Critical
      accounting estimates are those that management deems to be most important to
      the
      portrayal of our financial condition and results of operations, and that require
      management’s most difficult, subjective or complex judgments, due to the need to
      make estimates about the effects of matters that are inherently uncertain.
      We
      have identified six critical accounting estimates: accounts receivable
      allowances, goodwill, revenue, inventory, accounting for income taxes and
      financial instrument. See our Form 10-KSB for the year ended December 31, 2005,
      for a discussion of our critical accounting estimates.




**CAUTIONARY
      NOTE REGARDING FORWARD-LOOKING STATEMENTS**




This
      quarterly report contains forward-looking statements about our company that
      are
      not historical facts but, rather, are statements about future expectations.
      When
      used in this document, the words “anticipates,” “believes,” “expects,”
“intends,” “should” and similar expressions as they relate to us, or to our
      management, are intended to identify forward-looking statements. However,
      forward-looking statements in this document are based on management’s current
      views and assumptions and may be influenced by factors that could cause actual
      results, performance or events to be materially different from those projected.
      These forward-looking statements are subject to numerous risks and
      uncertainties. Important factors, some of which are beyond our control, could
      cause actual results, performance or events to differ materially from those
      in
      the forward-looking statements. These factors include impact of general economic
      conditions in North America, changes in laws and regulations, fluctuation in
      interest rates and access to capital markets.




Our
      actual results or performance could differ materially from those expressed
      in,
      or implied by, these forward-looking statements and, accordingly, we cannot
      predict whether any of the events anticipated by the forward-looking statements
      will transpire or occur, or if any of them do, what impact they will have on
      our
      results of operations and financial condition.




For
      further information about these and other risks, uncertainties and factors,
      please review the disclosure included in our December 31, 2005 Annual Report
      on
      Form 10-KSB under the caption “Risk Factors.”




You
      should not place undue reliance on any forward-looking statements. Except as
      otherwise required by federal securities laws, we undertake no obligation to
      publicly update or revise any forward-looking statements or risk factors,
      whether as a result of new information, future events, changed circumstances
      or
      any other reason after the date of this quarterly report.




**Item
      3.** **Controls
      and Procedures**




We
      maintain a system of disclosure controls and procedures, as such term is defined
      in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed
      to
      provide reasonable assurance that information required to be disclosed by us
      in
      the reports that we file under the Exchange Act 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 our
      management, including our Chief Executive Officer and Chief Financial Officer,
      as appropriate, to allow timely decisions regarding required
      disclosures.




We
      have
      carried out an evaluation under the supervision and with the participation
      of
      the Company’s management, including the Company’s Chief Executive Officer and
      Chief Financial Officer, of the effectiveness of the des ign
      and
      operation of our disclosure controls and procedures. Based upon their evaluation
      and subject to the foregoing ,
      the
      Chief Executive Officer and Chief Financial Officer concluded that such controls
      and procedures were effective as of the end of the period covered by this
      report, in all material respects, to ensure that required information will
      be
      disclosed on a timely basis in our reports filed under the Exchange
      Act.









In
      designing and evaluating the disclosure controls and procedures, our management
      recognized that any controls and procedures, no matter how well designed and
      operated, can provide only reasonable assurance of achieving the desired control
      objectives, and our management necessarily was required to apply their judgment
      in evaluating the cost-benefit relationship of  possible
      controls and procedures.





There
      were no changes in our internal control over financial reporting that occurred
      during the quarter ended March 31, 2006, that have materially affected, or
      are
      reasonably likely to materially affect our internal control over financial
      reporting.




**PART
      II.**  **OTHER
      INFORMATION**




**Item
      1.** **Legal
      Proceedings**




On
      February 8, 2006, a supplier of A.C. Technical Systems Ltd., a subsidiary of
      the
      Company, filed an action seeking to recover approximately $10,000 for goods
      purchased during the year.




On
      February 16, 2006, a supplier of A.C. Technical Systems Ltd., a subsidiary
      of
      the Company, filed an action seeking to recover approximately $70,000 for goods
      purchased during the year.




On
      February 24, 2006, a supplier of A.C. Technical Systems Ltd., a subsidiary
      of
      the Company, filed an action seeking to recover approximately $10,000 for goods
      purchased during the year.




There
      are
      no other legal proceedings.




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




Not
      applicable.




**Item
      3.** **Defaults
      upon Senior Securities**




Not
      applicable.




**Item
      4.** **Submission
      of Matters to a Vote of Security Holders**




Not
      applicable.




**Item
      5.** **Other
      Information**




Not
      applicable.




**Item
      6.** **Exhibits**




(a)  Exhibits




31.1
            
            Certification
                of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
                Act of 200231.2
            
            Certification
                of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
                Act of 200232.1
            
            Chief
                Executive Officer certification pursuant to 18 U.S.C. Section 1350,
                as
                adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                200232.2
            
            Chief
                Financial Officer certification pursuant to 18 U.S.C. Section 1350,
                as
                adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002







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.






CREATIVE
                VISTAS, INC.By:/s/ Sayan NavaratnamSayan
                Navaratnam, CEO




Dated:
      May 22, 2006