SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
10-Q




(Mark
one)




x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES


EXCHANGE
ACT OF 1934.





For the
quarterly period ended June 30, 2009


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 ̈




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes  ̈  No x




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.  (Check one):




Large
      Accelerated Filer  ̈
                Accelerated
      Filer  ̈Non-Accelerated
      Filer  ̈
                Smaller
      Reporting Company x(Do
      not check if a smaller reporting company)




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).




 ̈
Yes          x No




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




At August
14, 2009, the number of shares outstanding of the registrant’s common stock, no
par value (the only class of voting stock), was 37,475,294.









PART
      I.FINANCIAL
      INFORMATIONItem
      1.
                                            Financial
      Statements
                                            1Item
      2.
                                            Management's
      Discussion And Analysis of Financial Condition and Results of
      Operations
                                            14Item
      3.
                                            Quantitative
      and Qualitative Disclosures about Market Risk
                                            20Item
      4.
                                            Controls
      and Procedures
                                            20PART
      II.OTHER
      INFORMATIONItem
      1.
                                            Legal
      Proceedings
                                            21Item
      1A.
                                            Risk
      Factors
                                            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
                  
                  June 30, 2009
                  
                  
                  December 31, 2008(Unaudited)AssetsCurrent
      AssetsCash
      and bank balances
                  
                  $
                  3,154,126
                  
                  
                  $
                  4,770,337Accounts
      receivable, net of allowance for doubtful accounts  of $186,886
      and $323,183
                  
                  
                  3,744,926
                  
                  
                  
                  4,571,327Income
      tax recoverable
                  
                  
                  252,290
                  
                  
                  
                  188,525Inventory
      and supplies
                  
                  
                  713,087
                  
                  
                  
                  829,318Prepaid
      expenses
                  
                  
                  332,389
                  
                  
                  
                  289,638Due
      from related parties
                  
                  
                  2,203
                  
                  
                  
                  2,094Total
      current assets
                  
                  
                  8,199,021
                  
                  
                  
                  10,651,239Property
      plant and equipment, net of depreciation
                  
                  
                  7,161,271
                  
                  
                  
                  9,214,623Deposits
                  
                  
                  211,322
                  
                  
                  
                  460,376Intangible
      assets
                  
                  
                  704,167
                  
                  
                  
                  850,136Deferred
      financing costs, net
                  
                  
                  425,745
                  
                  
                  
                  483,331Deferred
      income taxes
                  
                  
                  35,834
                  
                  
                  
                  35,343$
                  16,737,360
                  
                  
                  $
                  21,695,048Liabilities
      and Shareholders' (Deficit)Current
      LiabilitiesBank
      Indebtedness
                  
                  $
                  1,553,602
                  
                  
                  $
                  1,581,912Accounts
      payable and accrued liabilities
                  
                  
                  4,439,854
                  
                  
                  
                  5,800,061Current
      portion of obligation under capital leases
                  
                  
                  1,979,897
                  
                  
                  
                  2,125,312Deferred
      income
                  
                  
                  109,287
                  
                  
                  
                  118,595Deferred
      income taxes
                  
                  
                  25,858
                  
                  
                  
                  25,858Current
      portion of term notes
                  
                  
                  1,750,000
                  
                  
                  
                  1,750,000Current
      portion of other payable
                  
                  
                  258,621
                  
                  
                  
                  245,902Due
      to related parties
                  
                  
                  6,618
                  
                  
                  
                  6,292Total
      current liabilities
                  
                  
                  10,123,737
                  
                  
                  
                  11,653,932Term
      notes
                  
                  
                  13,886,525
                  
                  
                  
                  14,062,290Notes
      payable to related parties
                  
                  
                  1,500,000
                  
                  
                  
                  1,500,000Obligation
      under capital lease
                  
                  
                  3,308,913
                  
                  
                  
                  4,554,240Due
      to related parties
                  
                  
                  199,025
                  
                  
                  
                  189,23729,018,200
                  
                  
                  
                  31,959,699Shareholders'
      (deficit)Share
      capitalAuthorized50,000,000
      no par value preferred shares undesignated, none issued or
      outstanding100,000,000
      no par value common shares 37,475,294 at June 30, 2009 and 37,224,926
      December 31, 2008  issued and outstandingCommon
      stock
                  
                  
                  6,554,144
                  
                  
                  
                  6,488,137Additional
      paid-in capital
                  
                  
                  14,061,429
                  
                  
                  
                  14,005,627Accumulated
      (deficit)
                  
                  
                  (32,961,667
                  )
                  
                  
                  (31,357,923
                  )Accumulated
      other comprehensive income
                  
                  
                  65,254
                  
                  
                  
                  599,508(12,280,840
                  )
                  
                  
                  (10,264,651
                  )$
                  16,737,360
                  
                  
                  $
                  21,695,048


The
accompanying notes are an integral part of these financial
statements


1


Creative
Vistas, Inc.


Condensed
Consolidated Statements of Operations


(Unaudited)


Three months ended
                
                
                Six months endedJune 30
                
                
                June 302009
                
                
                2008
                
                
                2009
                
                
                2008Contract
      and service revenueContract
                
                $
                1,105,234
                
                
                $
                1,786,195
                
                
                $
                2,329,274
                
                
                $
                3,265,514Service
                
                
                8,027,123
                
                
                
                10,803,125
                
                
                
                15,936,270
                
                
                
                20,095,102Other
                
                
                1,468
                
                
                
                5,541
                
                
                
                10,454
                
                
                
                15,6009,133,825
                
                
                
                12,594,861
                
                
                
                18,275,998
                
                
                
                23,376,216Direct
      Expenses  (excluding depreciation)Contract
                
                
                630,173
                
                
                
                1,083,059
                
                
                
                1,404,980
                
                
                
                1,983,766Service
                
                
                6,312,101
                
                
                
                8,669,381
                
                
                
                12,523,736
                
                
                
                16,076,602Project
      expenses
                
                
                213,514
                
                
                
                266,018
                
                
                
                437,167
                
                
                
                592,073Selling
      expenses
                
                
                206,633
                
                
                
                261,382
                
                
                
                405,640
                
                
                
                479,979General
      and administrative expenses
                
                
                1,588,064
                
                
                
                3,146,595
                
                
                
                2,823,534
                
                
                
                6,037,797Depreciation
      expense
                
                
                669,511
                
                
                
                617,877
                
                
                
                1,371,357
                
                
                
                1,118,762Amortization
      of intangible assets
                
                
                84,330
                
                
                
                189,769
                
                
                
                166,722
                
                
                
                379,9369,704,326
                
                
                
                14,234,081
                
                
                
                19,133,136
                
                
                
                26,668,915Loss
      from operations
                
                
                (570,501
                )
                
                
                (1,639,220
                )
                
                
                (857,138
                )
                
                
                (3,292,699
                )Interest
      and other expenses (income)Net
      financing expenses
                
                
                575,069
                
                
                
                1,383,466
                
                
                
                1,180,734
                
                
                
                5,816,383Amortization
      of deferred charges
                
                
                38,531
                
                
                
                45,700
                
                
                
                79,529
                
                
                
                89,915Foreign
      currency translation (gain) loss
                
                
                (757,352
                )
                
                
                (119,459
                )
                
                
                (513,662
                )
                
                
                135,775(143,752
                )
                
                
                1,309,707
                
                
                
                746,601
                
                
                
                6,042,073(Loss)
      before income taxes
                
                
                (426,749
                )
                
                
                (2,948,927
                )
                
                
                (1,603,739
                )
                
                
                (9,334,772
                )Income
      taxes
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Net
      (loss)
                
                
                (426,749
                )
                
                
                (2,948,927
                )
                
                
                (1,603,739
                )
                
                
                (9,334,772
                )Other
      comprehensive (loss):Unrealized
      gain (loss) – available for sale securities
                
                
                -
                
                
                
                1,941,633
                
                
                
                -
                
                
                
                (916,649
                )Foreign
      currency translation adjustment
                
                
                (833,782
                )
                
                
                (96,891
                )
                
                
                (534,253
                )
                
                
                (452,498
                )Comprehensive
      (loss)
                
                $
                (1,260,531
                )
                
                $
                (1,104,185
                )
                
                $
                (2,137,992
                )
                
                $
                (10,703,919
                )Basic
      weighted-average shares
                
                
                37,412,644
                
                
                
                37,147,384
                
                
                
                37,403,694
                
                
                
                36,667,096Diluted
      weighted-average shares
                
                
                37,412,644
                
                
                
                37,147,384
                
                
                
                37,403,694
                
                
                
                36,667,096Basic
      earnings (loss) per share
                
                $
                (0.01
                )
                
                $
                (0.08
                )
                
                $
                (0.04
                )
                
                $
                (0.25
                )Diluted
      earnings (loss) per share
                
                $
                (0.01
                )
                
                $
                (0.08
                )
                
                $
                (0.04
                )
                
                $
                (0.25
                )




The
accompanying notes are an integral part of these financial
statements




2




Creative
Vistas, Inc.


Condensed
Consolidated Statements of Cash Flows


(Unaudited)


Six months ended June 30,2009
                
                
                2008Operating
      activitiesNet
      cash (used in) operating activities
                
                $
                (472,814
                )
                
                $
                (1,941,366
                )Investing
      activitiesPayment
      for acquisition
                
                
                -
                
                
                
                (300,000
                )Proceeds
      from sales of property and equipment
                
                
                196,925
                
                
                
                34,920Purchase
      of property and equipment
                
                
                (19,619
                )
                
                
                (994,708
                )Net
      cash provided by (used in) investing activities
                
                
                177,306
                
                
                
                (1,259,788
                )Financing
      activitiesProceeds
      from (repayment of) bank indebtedness
                
                
                (98,436
                )
                
                
                2,860,665Proceeds
      from term note
                
                
                -
                
                
                
                2,500,000Deferred
      financing cost
                
                
                -
                
                
                
                (167,380
                )Due
      to related parties
                
                
                -
                
                
                
                (385
                )Repayment
      of capital leases
                
                
                (887,594
                )
                
                
                (843,185
                )Issuance
      of common shares
                
                
                -
                
                
                
                1,260Restricted
      cash
                
                
                -
                
                
                
                52,894Repayment
      of term notes
                
                
                (187,500
                )
                
                
                (647,167
                )Net
      cash provided by (used in) financing activities
                
                
                (1,173,530
                )
                
                
                3,756,702Effect
      of foreign exchange rate changes on cash
                
                
                (147,173
                )
                
                
                24,315Net
      change in cash and cash equivalents
                
                
                (1,616,211
                )
                
                
                579,863Cash and cash
      equivalents, beginning of period
                
                
                4,770,337
                
                
                
                1,960,340Cash and cash
      equivalents, end of period
                
                $
                3,154,126
                
                
                $
                2,540,203




The
accompanying notes are an integral part of these financial
statements


3




Creative
Vistas, Inc.


Notes
to Consolidated Condensed Financial Statements


June
30, 2009 (Unaudited)




1.           Summary
of Accounting Policies




Basis
of presentation




The
accompanying unaudited condensed consolidated balance sheet as at June 30, 2009,
and the consolidated condensed statements of operations and cash flows for the
periods ended June 30, 2008 and 2009, include the accounts of Creative Vistas,
Inc. (“CVAS”), Creative Vistas Acquisition Corp. (“AC Acquisition”), AC
Technical Systems Ltd. (“AC Technical”), Cancable Holding Corp. (“Cancable
Holding”), Cancable Inc., Cancable, Inc., Cancable XL Inc., XL Digital Services
Inc. (“XL Digital”), 2141306 Ontario Inc., Iview Holding Corp. (“Iview
Holding”), and Iview Digital Video Solutions Inc. (“Iview DSI”).  All
material inter-company accounts, transactions and profits have been
eliminated.   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 or 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 2009
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-K for the fiscal year ended December 31, 2008, filed
with the Securities and Exchange Commission.





Reclassifications


Certain
amounts from the June 30, 2008, financial statements have been reclassified to
conform to the current year’s presentation.





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 a loss of
$1,603,739 for the period ended June 30, 2009 and have an accumulated deficit of
$32,961,667 at June 30, 2009.





We have
outstanding term loans aggregating $15,636,525, together with common stock
options and warrants, held by Laurus Master Fund, Ltd. (“Laurus”) and its
related entities. 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 and its related entities in substantially all of our assets and,
accordingly, in the event of any default under our agreements with Laurus and
its related entities, they could conceivably attempt to foreclose on our assets,
which could cause us to terminate our operations. As of June 30, 2009, there
were 13,068,983 shares of common stock of CVAS issuable upon the exercise of
warrants and 129,155 shares issuable upon the exercise of options which were
issued to Laurus, and its related entities, Erato Corporation, Valens Offshore
Fund, Valens U.S. Fund, LLC and PSource Structured Debt Limited. Additionally,
there were 49 shares of common stock of Cancable Holding issuable upon the
exercise of options and 20 shares of common stock of Iview Holding issuable upon
the exercise of options to Laurus and its related entities.





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
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, Project and Selling departments to
improve efficiency within the Company and also improve cash flow.  The
Company has also increased its rates for services provided by AC Technical 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.




4





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.





Inventory





Inventory
consists of materials and supplies and is stated at the lower of cost and market
value.  Cost is generally determined on the first in, first out
basis.  The inventory is net of estimated obsolescence, and excess
inventory based upon assumptions about future demand and market conditions.
Inventory consists principally of parts, materials and supplies.





Earnings
(loss) per share




The
Company applies Statement of Financial Accounting Standards No. 128, Earnings
Per Share (FAS 128). Basic loss per share (“LPS”) is computed using the weighted
average number of common shares outstanding during the period. Diluted LPS is
computed using the weighted average number of common and dilutive potential
common shares outstanding during the period.  Dilutive potential
common shares consist of common stock issuable upon exercise of stock options
and warrants using the treasury stock method. An adjustment to earnings per
share calculation includes reversing the changes in derivative
instruments.  Dilutive common share equivalents are not considered in
periods when their effect is antidilutive.




2.      
     Deferred Financing Costs, Net




Deferred
financing costs, net are associated with the Company’s term notes. For the
period ended June 30, 2009, the amortization of deferred financing cost was
approximately $79,529 (2008 - $89,915).




Cost
                    
                    $
                    1,034,189Accumulated
      amortization
                    
                    
                    (608,444
                    )$
                    425,745




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




Year
                      
                      Amount2009
                      
                      $
                      77,6872010
                      
                      
                      154,0002011
                      
                      
                      132,7942012
                      
                      
                      40,9002013
                      
                      
                      20,364$
                      425,745


3.
            Intangible
      Assets




Cost
                
                
                Accumulated
                  amortization
                
                
                Net book
                  valueCustomer
      relationships
                
                $
                1,577,586
                
                
                $
                902,155
                
                
                $
                675,431Trade
      name
                
                
                1,268,968
                
                
                
                1,240,232
                
                
                
                28,736$
                2,846,554
                
                
                $
                2,142,387
                
                
                $
                704,167




5




Amortization
expense for the six month period ended June 30, 2009 amounted to $166,722
(2008-$379,936).




4.       
    Bank Indebtedness




During
the period ended June 30, 2008, the Company established credit facilities with a
Canadian chartered bank to provide for borrowings by its subsidiaries, AC
Technical and Cancable Inc.  The credit facility for AC Technical and
Cancable was $500,000 and $3,500,000 respectively. Revolving credit loans bear
interest at the bank’s domestic prime rate plus 1.5% for Canadian dollar
amounts.  Interest is payable monthly. The facilities are secured by
an assignment of book debts, inventory, certain other assets and life insurance.
As at June 30, 2009, the interest rate of the Canadian dollar amount was 3.75%.
At June 30, 2009, the borrowings outstanding under both facilities were
$1,553,602.  The Company banking facility agreements contain financial
covenants pertaining to maintenance of the tangible net worth and debt service
coverage ratio. In the event of default, the bank could at its discretion cancel
the facilities and demand immediate repayment of all outstanding amounts. Both
credit facilities were due in March 2009 and the Company is currently
negotiating the renewal of these banking facilities.





5.
            Term
      Notes




In
January 2006, concurrently with the closing of the acquisition of Cancable Inc.,
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
7%. 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 $81,726
commencing from October 1, 2006.  The Company is not obligated, except
upon an event of default, to pay more than 25% of the original 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. Simultaneously with the closing of this refinancing transaction,
the Company paid off the entire outstanding principal amount and all obligations
due to Laurus under a Secured Convertible Term Note, a Secured Convertible
Minimum Borrowing Note and a Secured Revolving Note, all dated September 30,
2004 (collectively, the “2004 Notes”) and such 2004 Notes were subsequently
cancelled.





The
options held by Laurus to acquire 49% of Cancable and 20% of Iview Holding are
accounted for as noncontrolling interests.  Because the options have
not been exercised and Cancable and Iview Holding have incurred losses, no
noncontrolling interests have been recognized at June 30, 2009.





The
Company Note bears interest at the prime rate plus 2% with a minimum rate of 7%.
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 March 1, 2007 to February 1, 2010, with a balance of $4,950,000
payable on the maturity date. Through June 30, 2009, the Company has issued
warrants to purchase up to 2,268,000 shares of common stock of the Company at
prices from $0.16 to $2.84 per share to defer until maturity the principal
repayments that were due from March 1, 2007 to June 1, 2009.




6




The Iview
Note bears interest at the prime rate plus 2% with a minimum rate of 7%.
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 March 1, 2007 to February 1, 2011, with the balance
of  $1,600,000 payable on the maturity date. The Company is not
obligated, except upon an event of default, to pay more than 25% of the original
principal amount prior to December 31, 2011.




In June
2008, the Company and  its subsidiary,Cancable Inc., entered
into a financing transaction whereby the Company issued to Valens Offshore SPV
II, Corp. (“Valens Offshore”) and Valens U.S. SPV I, LLC (“Valens U.S.”) secured
term notes in the amount of $1,700,000 and $800,000, respectively (collectively,
the “Company Second Notes”). Valens Offshore and Valens U.S. are entities
related to Laurus.  The Company also issued to Valens Offshore and
Valens U.S. warrants to purchase up to 1,333,333 and 627,451 shares,
respectively, of common stock of the Company at a price of $0.01 per share. The
loans are secured by all of the assets of the Company and all its
subsidiaries.





Interest
on the term note for the period ended June 30, 2009 was $683,587 (2008:
$631,437).





Cancable
      Note interest at prime plus 1.75% (minimum of  7%), due December
      31, 2011
                    
                    $
                    5,148,754Company
      Note interest at prime plus 2% (minimum of  7%), due February
      13, 2010
                    
                    
                    7,287,500Iview
      Note interest at prime plus 2% (minimum of 7%), due on February 13,
      2011
                    
                    
                    1,764,874Company
      Second Notes. interest at 12%, due on June 24, 2013
                    
                    
                    2,500,000Less:
      unamortized discount
                    
                    
                    (1,064,603
                    )15,636,525Less:
      current portion
                    
                    
                    1,750,000$
                    13,886,525





The
principal payments for the next five fiscal years are as follows:




Amount2009
                    
                    $
                    875,0002010
                    
                    
                    6,562,5002011
                    
                    
                    6,763,6282012
                    
                    
                    -2013
                    
                    
                    1,435,397$
                    15,636,525




6.           Net
Financing Expenses




Six
      months ended June 30,2009
                
                
                2008Capital
      leases
                
                $
                376,968
                
                
                $
                247,550Interest
      of credit facility
                
                
                683,587
                
                
                
                631,437Interest
      on deferred principal repayment of term note
                
                
                94,535
                
                
                
                628,238Warrants
      issued for proposed new financing
                
                
                -
                
                
                
                3,723,565Financing
      cost for the extension for the warrants issued
                
                
                -
                
                
                
                560,735Others
                
                
                25,644
                
                
                
                24,858$
                1,180,734
                
                
                $
                5,816,383





7




7.           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 and payable on
demand. However, pursuant to the Laurus Financing, these notes have been
subordinated to the Company’s obligations to Laurus. The notes each with an
amount of $750,000 are due to The Burns Trust (the president is one of the
beneficiaries of the trust) and the Navaratnam Trust (the chairman is one of the
beneficiaries of the trust), respectively. During the period ended June 30,
2006, the above two notes payable have been transferred to Malar Trust Inc. (the
Company’s chairman is the shareholder of Malar Trust Inc.).




Interest
expense recognized for the six month period ended June 30, 2009 was $25,644
(2008 - $24,858).




8.           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, 2009, the Company issued 166,835 common shares for
legal fees with the fair market value of $45,056.




During
the period ended June 30, 2009, the Company issued 83,533 common shares for
legal fees with the fair market value of $20,962.




Options




The
Company’s Stock Option Plan is intended to provide incentives for key employees,
directors, consultants and other individuals providing services to the Company
by encouraging their ownership of the common stock of the Company and to aid the
Company in retaining such key employees, directors, consultants and other
individuals upon whose efforts the Company’s success and future growth depends
and in attracting other such employees, directors, consultants and
individuals.




The Plan
is administered by the Board of Directors, or its Compensation
Committee.  Under the Plan, options on a total of 4,000,000 shares of
common stock may be issued.  Shares of common stock covered by options
which have terminated or expired prior to exercise are available for further
options under the Plan.    The maximum aggregate number of
shares of Stock that may be issued under the Plan as “incentive stock options”
is 3,500,000 shares.  No options may be granted under the Plan after
June 30, 2011; provided, however, that the Board of Directors may at any time
prior to that date amends the Plan.




Options
under the Plan may be granted to key employees of the Company, including
officers or directors of the Company, and to consultants and other individuals
providing services to the Company.  Options may be granted to eligible
individuals whether or not they hold or have held options previously granted
under the Plan or otherwise granted or assumed by the Company.  In
selecting individuals for options, the Committee may take into consideration any
factors it may deem relevant, including its estimate of the individual’s present
and potential contributions to the success of the Company.




The
Committee may, in its discretion, prescribe the terms and conditions of the
options to be granted under the Plan, which terms and conditions need not be the
same in each case, subject to the following:





a.
              Option
      Price.  The price at which each share of common stock covered by
      an option granted under the Plan may be purchased may not be less than the
      market value per share of the common stock on the date of grant of the
      option.  The date of the grant of an option shall be the date
      specified by the Committee in its grant of the option, which date will
      normally be the date the Committee determines to make such
      grant.





b.
            Option
      Period.  The period for exercise of an option shall in no event
      be more than five years from the date of grant.  Options may, in
      the discretion of the Committee, be made exercisable in installments
      during the option period.




8


c.
            Exercise
      of Options.  For the purpose of assisting an Optionee to
      exercise an option, the Company may make loans to the Optionee or
      guarantee loans made by third parties to the Optionee, on such terms and
      conditions as the Board of Directors may authorize. In no event shall any
      option be exercisable more than five years from the date of grant
      thereof.





d.
            Lock-Up
      Period.  Without the consent of the Company, an Optionee may not
      sell more than fifty percent of the shares issued under the Plan for a
      period of two years from the date that the Optionee exercises the option.
      The Committee may impose such other terms and conditions, not inconsistent
      with the terms of the Plan, on the grant or exercise of options, as it
      deems advisable.





The fair
value of each option award is estimated on the date of grant using the
Black-Scholes option valuation model, using the assumptions noted in the
following table. Expected volatility is based on the historical volatility of
the Company’s stock, and other factors. The Company uses historical data to
estimate employee termination within the valuation model. Because the Company
has not previously granted options to employees, for purposes of the valuation
model, the Company has assumed that the life of the options will be equal to
one-half of the combined vesting period and contractual life (i.e., that
employees will exercise the options at the midpoint between the vesting and
expiry date of the options). The risk-free rates used to value the options are
based on the U.S. Treasury yield curve in effect at the time of
grant.





During
2009, the Company granted to employees options to purchase 130,000 shares of
common stock, at prices ranging from $0.26 to $0.63 per share; the options
expire in 2013.





At June
30, 2009 options to purchase 1,903,000 shares of common stock were
outstanding.  These options vest ratably in annual installments, over
the four year period from the date of grant.  As of June 30, 2009,
there was $756,647 of total unrecognized compensation cost related to non-vested
share-based compensation arrangements granted under the Plan. That cost is
expected to be recognized over the four year vesting period. At June 30, 2009,
1,198,250 options were vested. The cost recognized for the six month period
ended June 30, 2009 was $6,321 (2008:$202,706) which was recorded as general and
administrative expenses.





In
valuing the options issued, the following assumptions were used;


2009
                                        
                                        
                                        2008Expected
      volatility
                                        
                                        140%
                                        
                                        
                                        45%Expected
      dividends
                                        
                                        0%
                                        
                                        
                                        0%Expected
      term (in years)
                                        
                                        4.0
                                        
                                        
                                        4.0Risk-free
      rate
                                        
                                        1.33% -1.35%
                                        
                                        
                                        2.99% - 3.41%


A summary
of option activity under the Plan during the period ended June 30, 2009 is
presented below:





Options
                
                Shares
                
                
                Weighted-Average
                  Exercise
                  Price
                
                
                Weighted-Average
                  Remaining
      Contractual
                  Term
                
                
                Intrinsic
                  ValueOutstanding
      at December 31, 2008
                
                
                2,939,000
                
                
                $
                1.27
                
                
                
                4.75
                
                
                $
                1.57Granted
                
                
                130,000
                
                
                $
                0.29
                
                
                
                4.52
                
                
                $
                0.00Exercised
                
                
                -
                
                
                
                -Forfeited
      or expired
                
                
                (1,166,000
                )
                
                $
                3.18
                
                
                
                2.25
                
                
                $
                0.00Outstanding
      at June 30, 2009
                
                
                1,903,000
                
                
                $
                0.62
                
                
                
                2.32
                
                
                $
                0.00Exercisable
      at June 30, 2009
                
                
                1,198,250
                
                
                $
                0.64
                
                
                
                2.11
                
                
                $
                0.00





9




Warrants




The
Company uses the Black-Scholes option pricing model to value warrants issued to
non-employees, based on the market price of our common stock at the time the
warrants are issued. All outstanding warrants may be exercised by the holder at
any time.   During the period ended June 30, 2009, in connection
with financing, the Company issued warrants to purchase 540,000 shares of common
stock.  The fair market value of the warrants of $94,535 was measured
using the Black-Scholes option pricing model using the following assumptions:
risk free interest rate of 1.41% to 2.04%, expected dividend yield of 0%,
volatility of 140%, exercise prices of $0.16 to $0.27 and the life of the
warrants 4 years.




As of
June 30, 2009, we had the following common stocks warrants
outstanding:




Issue Date
                      
                      Expiry Date
                      
                      
                      Number of
                        warrants
                      
                      
                      Exercise Price
                        Pershare
                      
                      
                      Value-issue
                        date
                      
                      Issued for09–30-2004
                      
                      
                      09-30-2009
                      
                      
                      
                      199,500
                      
                      
                      $
                      1.00
                      
                      
                      $
                      111,853
                      
                      Consulting
      and investment banking fees09-30-2004
                      
                      
                      09-30-2016
                      
                      
                      
                      2,250,000
                      
                      
                      $
                      1.15
                      
                      
                      $
                      1,370,000
                      
                      Financing*03-31-2005
                      
                      
                      03-31-2012
                      
                      
                      
                      100,000
                      
                      
                      $
                      1.20
                      
                      
                      $
                      60,291
                      
                      Financing04-30-2005
                      
                      
                      04-30-2017
                      
                      
                      
                      100,000
                      
                      
                      $
                      1.01
                      
                      
                      $
                      44,309
                      
                      Financing*05-31-2005
                      
                      
                      05-31-2012
                      
                      
                      
                      100,000
                      
                      
                      $
                      1.01
                      
                      
                      $
                      56,614
                      
                      Financing06-22-2005
                      
                      
                      06-22-2017
                      
                      
                      
                      313,000
                      
                      
                      $
                      1.00
                      
                      
                      $
                      137,703
                      
                      Financing*06-30-2005
                      
                      
                      06-30-2017
                      
                      
                      
                      100,000
                      
                      
                      $
                      0.90
                      
                      
                      $
                      50,431
                      
                      Financing*07-31-2005
                      
                      
                      07-31-2012
                      
                      
                      
                      100,000
                      
                      
                      $
                      1.05
                      
                      
                      $
                      56,244
                      
                      Financing08-31-2005
                      
                      
                      08-31-2012
                      
                      
                      
                      100,000
                      
                      
                      $
                      1.05
                      
                      
                      $
                      22,979
                      
                      Financing09-30-2005
                      
                      
                      09-30-2012
                      
                      
                      
                      100,000
                      
                      
                      $
                      0.80
                      
                      
                      $
                      36,599
                      
                      Financing10-31-2005
                      
                      
                      10-31-2012
                      
                      
                      
                      100,000
                      
                      
                      $
                      0.80
                      
                      
                      $
                      27,367
                      
                      Financing11-30-2005
                      
                      
                      11-30-2012
                      
                      
                      
                      100,000
                      
                      
                      $
                      0.80
                      
                      
                      $
                      16,392
                      
                      Financing12-31-2005
                      
                      
                      12-31-2012
                      
                      
                      
                      100,000
                      
                      
                      $
                      0.80
                      
                      
                      $
                      10,270
                      
                      Financing02-13-2006
                      
                      
                      02-13-2016
                      
                      
                      
                      1,927,096
                      
                      
                      $
                      0.01
                      
                      
                      $
                      1,529,502
                      
                      Financing03-01-2007
                      
                      
                      03-01-2016
                      
                      
                      
                      108,000
                      
                      
                      $
                      0.90
                      
                      
                      $
                      39,519
                      
                      Financing*04-01-2007
                      
                      
                      04-01-2016
                      
                      
                      
                      108,000
                      
                      
                      $
                      1.15
                      
                      
                      $
                      50,529
                      
                      Financing*05-01-2007
                      
                      
                      05-01-2011
                      
                      
                      
                      108,000
                      
                      
                      $
                      1.25
                      
                      
                      $
                      54,941
                      
                      Financing06-01-2007
                      
                      
                      06-01-2011
                      
                      
                      
                      108,000
                      
                      
                      $
                      2.28
                      
                      
                      $
                      101,470
                      
                      Financing07-01-2007
                      
                      
                      07-01-2011
                      
                      
                      
                      108,000
                      
                      
                      $
                      2.10
                      
                      
                      $
                      93,307
                      
                      Financing08-01-2007
                      
                      
                      08-01-2011
                      
                      
                      
                      108,000
                      
                      
                      $
                      2.55
                      
                      
                      $
                      112,117
                      
                      Financing09-01-2007
                      
                      
                      09-01-2011
                      
                      
                      
                      108,000
                      
                      
                      $
                      2.73
                      
                      
                      $
                      118,647
                      
                      Financing10-01-2007
                      
                      
                      10-01-2011
                      
                      
                      
                      108,000
                      
                      
                      $
                      2.43
                      
                      
                      $
                      105,362
                      
                      Financing11-01-2007
                      
                      
                      11-01-2011
                      
                      
                      
                      108,000
                      
                      
                      $
                      2.60
                      
                      
                      $
                      111,868
                      
                      Financing12-01-2007
                      
                      
                      12-01-2011
                      
                      
                      
                      108,000
                      
                      
                      $
                      2.55
                      
                      
                      $
                      107,284
                      
                      Financing01-01-2008
                      
                      
                      01-01-2012
                      
                      
                      
                      108,000
                      
                      
                      $
                      2.84
                      
                      
                      $
                      108,331
                      
                      Financing01-22-2008
                      
                      
                      01-22-2058
                      
                      
                      
                      812,988
                      
                      
                      $
                      0.01
                      
                      
                      $
                      1,470,687
                      
                      Acquisition01-22-2008
                      
                      
                      01-22-2058
                      
                      
                      
                      1,738,365
                      
                      
                      $
                      0.01
                      
                      
                      $
                      3,144,685
                      
                      Financing01-30-2008
                      
                      
                      01-30-2058
                      
                      
                      
                      506,250
                      
                      
                      $
                      0.01
                      
                      
                      $
                      1,001,909
                      
                      Financing01-30-2008
                      
                      
                      01-30-2058
                      
                      
                      
                      292,500
                      
                      
                      $
                      0.01
                      
                      
                      $
                      578,880
                      
                      Financing02-01-2008
                      
                      
                      02-01-2012
                      
                      
                      
                      108,000
                      
                      
                      $
                      2.09
                      
                      
                      $
                      85,612
                      
                      Financing03-01-2008
                      
                      
                      03-01-2012
                      
                      
                      
                      108,000
                      
                      
                      $
                      2.04
                      
                      
                      $
                      80,253
                      
                      Financing04-01-2008
                      
                      
                      04-01-2012
                      
                      
                      
                      108,000
                      
                      
                      $
                      1.09
                      
                      
                      $
                      162,748
                      
                      Financing05-01-2008
                      
                      
                      05-01-2012
                      
                      
                      
                      108,000
                      
                      
                      $
                      1.19
                      
                      
                      $
                      103,180
                      
                      Financing06-01-2008
                      
                      
                      06-01-2012
                      
                      
                      
                      108,000
                      
                      
                      $
                      1.02
                      
                      
                      $
                      88,114
                      
                      Financing06-23-2008
                      
                      
                      06-23-2018
                      
                      
                      
                      627,451
                      
                      
                      $
                      0.01
                      
                      
                      $
                      560,736
                      
                      Financing06-23-2008
                      
                      
                      06-23-2018
                      
                      
                      
                      1,333,333
                      
                      
                      $
                      0.01
                      
                      
                      $
                      1,211,168
                      
                      Financing02-01-2009
                      
                      
                      02-01-2013
                      
                      
                      
                      108,000
                      
                      
                      $
                      0.25
                      
                      
                      $
                      22,728
                      
                      Financing03-01-2009
                      
                      
                      03-01-2013
                      
                      
                      
                      108,000
                      
                      
                      $
                      0.19
                      
                      
                      $
                      17,277
                      
                      Financing04-01-2009
                      
                      
                      04-01-2013
                      
                      
                      
                      108,000
                      
                      
                      $
                      0.18
                      
                      
                      $
                      15,868
                      
                      Financing05-01-2009
                      
                      
                      05-01-2013
                      
                      
                      
                      108,000
                      
                      
                      $
                      0.16
                      
                      
                      $
                      14,557
                      
                      Financing06-01-2009
                      
                      
                      06-01-2013
                      
                      
                      
                      108,000
                      
                      
                      $
                      0.27
                      
                      
                      $
                      24,105
                      
                      Financing13,268,483





10




* In May
2008 the Company entered an amendment to extend the expiry date of Stock
Purchase Warrants issued to Laurus. The expiry dates were extended from 2011and
2012 to 2016 and to 2017.  Increases in the value of the warrants of
$560,735 in the aggregate were recorded under net financing costs in
2008.




9.           Major
Customers




During
the six months ended June 30, 2009 the Company derived 81.5% (2008:72.3%) of its
revenue from three customers.  The accounts receivable from these
customers comprised 39.6% (2008: 56.2%) of the total trade receivable.




10.         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. and its wholly owned subsidiaries XL Digital Services, Inc. and 2141306
Ontario Inc. are Canadian based entities. Cancable, Inc. is a US based entity
which is also the wholly owned subsidiary of Cancable Inc. (collectively,
“Cancable”). Cancable is in the business of providing 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.




11




Iview
DSI




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




June 30, 2009
                  
                  
                  June 30, 2008Sales:Cancable
                  
                  $
                  15,148,463
                  
                  
                  $
                  19,267,812AC
      Technical
                  
                  
                  2,979,554
                  
                  
                  
                  4,004,510Iview
                  
                  
                  47,973
                  
                  
                  
                  103,894Creative
      Vistas, Inc.
                  
                  
                  100,008
                  
                  
                  
                  -Consolidated
      Total
                  
                  $
                  18,275,998
                  
                  
                  $
                  23,376,216Depreciation
      and amortization:Cancable
                  
                  $
                  1,337,277
                  
                  
                  $
                  1,098,335AC
      Technical
                  
                  
                  16,996
                  
                  
                  
                  20,427Iview
                  
                  
                  17,084
                  
                  
                  
                  -Consolidated
      Total
                  
                  $
                  1,371,357
                  
                  
                  $
                  1,118,762INTEREST
      EXPENSES:Cancable
                  
                  $
                  741,115
                  
                  
                  
                  487,897Iview
                  
                  
                  62,640
                  
                  
                  
                  71,096AC
      Acquisition
                  
                  
                  25,644
                  
                  
                  
                  24,859Creative
      Vistas, Inc.
                  
                  
                  351,335
                  
                  
                  
                  5,232,531CONSOLIDATED
      TOTAL
                  
                  $
                  1,180,734
                  
                  
                  $
                  5,816,383Net
      (Loss):Cancable
                  
                  $
                  (1,304,393
                  )
                  
                  $
                  (3,231,567
                  )AC
      Technical
                  
                  
                  83,034
                  
                  
                  
                  400,784Iview
                  
                  
                  (57,557
                  )
                  
                  
                  (150,023
                  )AC
      Acquisition
                  
                  
                  (25,644
                  )
                  
                  
                  (24,859
                  )Corporate
      (1)
                  
                  
                  (299,179
                  )
                  
                  
                  (6,329,107
                  )Consolidated
      Total
                  
                  $
                  (1,603,739
                  )
                  
                  $
                  (9,334,772
                  )TOTAL
      ASSETSCancable
                  
                  $
                  10,826,011
                  
                  
                  $
                  16,444,277AC
      Technical
                  
                  
                  2,621,073
                  
                  
                  
                  3,712,508Iview
                  
                  
                  1,056,703
                  
                  
                  
                  1,301,630Creative
      Vistas, Inc.
                  
                  
                  2,233,573
                  
                  
                  
                  9,045,782Consolidated
      Total
                  
                  $
                  16,737,360
                  
                  
                  $
                  30,504,197CAPITAL
      ASSETSCancable
                  
                  $
                  6,392,991
                  
                  
                  $
                  8,033,961AC
      Technical
                  
                  
                  695,328
                  
                  
                  
                  828,795Iview
                  
                  
                  72,952
                  
                  
                  
                  -Consolidated
      Total
                  
                  $
                  7,161,271
                  
                  
                  $
                  8,862,756CAPITAL
      EXPENDITURESCancable
                  
                  $
                  14,074
                  
                  
                  $
                  3,811,432AC
      Technical
                  
                  
                  1,139
                  
                  
                  
                  10,948Iview
                  
                  
                  4,406
                  
                  
                  
                  -CONSOLIDATED
      TOTAL
                  
                  $
                  19,619
                  
                  
                  $
                  3,822,380




(1)
            Corporate
      expenses primarily include certain stock-based compensation for consulting
      and advisory services, 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:




12





June 30, 2009
                
                
                June 30, 2008Contract
                
                $
                2,329,274
                
                
                $
                3,265,514Service
                
                
                15,936,270
                
                
                
                20,095,102Others
                
                
                10,454
                
                
                
                15,600Total
      sales to external customers
                
                $
                18,275,998
                
                
                $
                23,376,216





Revenue
generated by the Company in Canada and the United States was $14,549,626
(2008:$22,072,321) and $3,726,372 (2008: $1,303,895),
respectively.


13





Item
      2.
            Management's
      Discussion And Analysis of Financial Condition and Results of
      Operations


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 our 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.




Results
of Operations


Comparison
of Three Months Period Ended June 30, 2009


to
Period Ended June 30, 2008




For
purposes of this “Management’s Discussion and Analysis or Plan of Operation”, we
compared the three month period ended June 30, 2009, to the comparable period in
2008.




Sales:  Sales
for the three month period ended June 30, 2009 decreased 27.5% to $9,133,800
from $12,594,900 for the three months period ended June 30, 2008.  The
decrease in revenue was mainly due to the decline in service revenue of Cancable
Segment to $7,693,100 for the three month period ended June 30, 2009 from
$10,395,900 for the same period in 2008.




(a)           Cancable
Segment – This segment includes Cancable Inc., Cancable, Inc., XL Digital and
OSS-IM View (collectively, the “Cancable Group”).  The principal
activity is provisioning the deployment and servicing of broadband technologies
in both residential and commercial markets.  The Cancable Group’s
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.  The total revenue
for the second quarter of fiscal 2009 from the Cancable segment was $7,693,100
as compared to $10,395,900 for the same period of 2008. The decline in revenue
was primarily due to the decrease in revenue generated from our customer Rogers
Cable Inc. The decline in revenue was offset by the continued growth of revenue
in the United States.  Total revenue generated in the United States
for the second quarter of fiscal 2009 was $1,752,300 compared to $1,024,300 for
the same period in fiscal 2008. Rogers Cable Inc. is Cancable Group’s largest
customer and the revenue from this customer for the three months ended June 30,
2009 was $4,346,600 or 56.5% of its total Cancable revenue compared to
$6,853,800 or 65.9% for the same period of fiscal 2008. The decrease in revenue
was mainly due to the exchange rate fluctuations as well as the weakened
economy. (b) AC Technical segment - Total revenue of AC Technical segment was
$1,411,700 for the three month period ended June 30, 2009 compared to $2,157,800
for the same period of fiscal 2008.  The decline in revenue was mainly
due to a fluctuation of the foreign exchange rate and tightened capital
expenditures by our customers. All revenue generated from AC Technical Segment
was in Canadian dollars.  Total revenue of AC Technical Segment was
$1,411,700 (CAD$1,651,700) for the second quarter of fiscal 2009 and $2,157,800
(CAD$ $2,179,300) for the same period of fiscal 2008. Contract revenue was
$1,077,700 for the second quarter of fiscal 2009 compared to $1,750,500 for the
same period of fiscal 2008.  The service revenue was $334,000 for the
three months ended June 30, 2009, compared to $407,200 for the same period of
fiscal 2008.




(b)           Direct Expenses (excluding
depreciation):  Direct expenses as a percentage of revenue for
the three months ended June 30, 2009 was $6,942,300 or 76.0% of revenues
compared to $9,752,400 or 77.4% of revenues for same period in 2008. The direct
expenses for the three month period ended June 30, 2008 were higher which was
driven predominantly by the initial training and set up cost of developing the
business in the United States. (a)Cancable segment – Direct expenses of this
segment were $6,165,800 for the three months ended June 30, 2009 which is
comprised principally of labor expenses of $4,769,500, vehicle expenses of
$449,600 and material cost of $486,300.  (b) AC Technical segment –
Direct expenses of this segment were $752,800. The material cost was $434,900 or
30.8% of the AC Technical revenue for the three months ended June 30, 2009
compared to $535,800 or 24.8% of revenues in the same period of fiscal 2008. The
increase in percentage of material costs was mainly due to some contracts having
more material needs. On the other hand, the labor and subcontractor cost
decreased to $307,500 or 21.8% of AC Technical revenues for the three months
ended June 30, 2009 compared to $491,600 or 22.7% of AC Technical revenues for
the same period of fiscal 2008.  The decrease in labor and
subcontractor cost was mainly due to a decline in revenue.




14




Project cost: Project
cost was decreased to $213,500 or 2.3% of revenue for the three months ended
June 30, 2009, compared to $266,000 or 2.1% for the same period in 2008. Most of
the project cost was related to the AC Technical segment.  The balance
mainly includes the salaries and benefits of indirect staff amounting to
$143,100 in the second quarter of fiscal 2009 compared to $163,300 for the same
period of fiscal 2008.  The decrease was mostly due to the decrease in
the number of indirect staff. Automobile and travel expenses decreased to
$46,400 for the three months ended June 30, 2009 compared to $58,600 for the
same period of fiscal 2008. There was no material fluctuation in the percentage
of revenue of automobile and travel expenses.




Selling expense:
Selling expense was $206,600 or 2.3% of revenues for the second quarter of
fiscal 2009 compared to $261,400 or 2.1% of revenues for the same period in
2008. Selling expenses were mainly related to AC Technical
segment.  The balance for the three months ended June 30, 2009 is
mainly comprised of salaries and commission to salespersons of $99,160 compared
to $133,200 for the same period of fiscal 2008. The decrease was mainly due to
the decrease in salesperson headcount.  The advertising and promotion
and trade show expenses were $23,100 in the second quarter of fiscal 2009
compared to $39,700 for the same period of fiscal 2008 with no material
fluctuation.




General and administrative
expenses: General and administrative expenses were $1,588,100 or 17.4% of
revenues for the second quarter of fiscal 2009 compared to $3,146,600 or 25.0%
for the same period in 2008. The balance for the three months ended June 30,
2009 is mainly comprised of $112,800 of professional fees related to preparation
of the quarterly reports and other corporate matters compared to $124,900 in
2008. In addition, investor relations expenses amounted to $45,000 for second
quarter of fiscal 2009 compared to $353,300 for the same period of fiscal
2008.  Total salaries and benefits to administrative staff were
$641,700 for the second quarter of fiscal 2009 compared to $1,173,500 for the
same period of 2008. Additionally, there was loss on disposal of capital assets
in the amount of $159,200 for the second quarter of fiscal 2009 and no such
balance for the same period of 2008. The year-over-year decrease in general and
administration expenses was primarily the result of cost reductions. The higher
amount in 2008 was mainly due to additional staff hired for the expansion of the
new development in the United States.




Depreciation: Total
depreciation of property plant and equipment was $669,500 for the second quarter
of fiscal 2009 compared to $617,800 for the same period in 2008 with no material
fluctuation.




Amortization of Intangible
Assets: Amortization of customer relationships and trade name was $84,300
for the three months ended June 30, 2009 compared to $189,800 for the same
period of fiscal 2008.  The decrease was mainly due to the trade name
related to the acquisition in 2006 being fully amortized.




Interest and other Expenses
(Income):  Interest and net other expenses (income) for the
three months ended June 30, 2009 were $(143,800) or 1.6% of revenues compared to
net expenses of $1,309,700 or 10.4% of revenues for the same period in 2008. The
balance for the current period is primarily comprised of the amortization of
deferred charges amounting to $38,500 compared to $45,700 for the same period of
fiscal 2008.  Additionally, net financing expenses decreased to
$575,100 or 6.3% of revenues compared to $1,383,500 or 11.0% of revenues for the
same period of 2008.  The interest due with respect to the Company’s
credit facility was $307,400 for the three months ended June 30, 2009 compared
to $312,500 for the same period in 2008.  In addition, the Company
issued 324,000 warrants with a value of $54,500 to defer principal repayment.
For the same period of fiscal 2008, the Company issued 324,000 warrants with the
value of $354,000 to defer the principal repayment in the second quarter of
fiscal 2008. Additionally, the foreign currency translation gain for this
quarter was $757,400 compared to a foreign currency translation gain of $119,500
for the same period of 2008. The balance was related to the foreign currency
translation of term notes.




Income
taxes:  No income tax was paid for the period ended June 30,
2009, which was mainly due to the Company’s losses carried forward to offset all
income generated by the Company. All prior taxes have already been accounted for
in the income tax recoverable and therefore, there is no additional provision
for income taxes recoverable and deferred tax assets.




15




Net
Income/Loss:  Net loss for the second quarter of fiscal 2009
was $426,700 compared to net loss of $2,948,900 for the same period in 2008. The
Company’s operating loss was $570,500 for the three months ended June 30, 2009
compared to operating loss of $1,639,200 for the same period of
2008.  The decrease in operating loss in the three months ended June
30, 2009, compared to the corresponding period of 2008, reflects the continuous
cost reduction program. The loss in 2008 was primarily attributed to increased
costs in connection with growing our business in the United States.




Results
of Operations


Comparison
of Six Month Period Ended June 30, 2009


to
Period Ended June 30, 2008




For
purposes of this “Management’s Discussion and Analysis or Plan of Operation”, we
compared the first six month period ended June 30, 2009, to the comparable
period in 2008.




Sales:  Sales
for the six month period ended 2009 decreased 21.8% to $18,276,000 from
$23,376,200 for the six month period ended 2008.  The decline in
revenue was mainly due to the decrease in service revenue of Cancable Segment to
$15,148,500 for the six month period ended 2009 from $19,267,800 for the same
period in 2008.




(a)
Cancable Segment - This segment includes Cancable Inc., Cancable, Inc., XL
Digital and OSS-IM View (collectively, “Cancable Group”).  Total
revenue of this segment for the six month period ended 2009 was $15,148,500
compared to $19,267,800 for the same period in fiscal 2008.  The
decrease was mainly due to the exchange rate fluctuation as well as the weakened
economy.   Total revenue generated in the United States in the
first six month period ended 2009 was $3,726,400 compared to $1,303,900 for the
same period of last year.Rogers
Cable Inc. is Cancable Group’s largest customer and the revenue from this
customer for the six month period ended June 30, 2009 was approximately
$8,200,700 or 54.1% of  total Cancable revenue compared to $13,361,900
or 69.3% for the six months ended June 30, 2008. (b) AC Technical segment -
Total revenue of AC Technical segment was $2,979,600 for the six months ended
June 30, 2009 compared to $4,004,500 for the same period of fiscal year 2008.
The decline in revenue was mainly due to a fluctuation of the foreign exchange
rate and tightened capital expenditures by our customers.Contract
revenue decreased to $2,329,300 for the six months ended June 30, 2009 compared
to $3,265,500 for the same period of fiscal 2008.  Service revenue
decreased to $696,200 for the six months ended June 30, 2009 from $827,300 for
the same period of fiscal 2008.




Direct Expenses (excluding
depreciation):  Direct expenses as a percentage of revenue for
the six months ended June 30, 2009 was $13,928,700 or 76.2% of revenues compared
to $18,060,400 or 77.3% of revenues for the six month period ended June 30,
2008.  (a) Cancable segment – Cost of sales of this segment was
$12,392,300 for the six months ended June 30, 2009 which is mainly comprised of
labor expenses of $9,537,400, vehicle expenses of $927,500 and material cost of
$910,600.  (b) AC Technical segment – Cost of sales of this segment
was $1,500,700. The material cost was $878,900 or 29.5% of the AC Technical
revenue for the six months ended June 30, 2009 compared to $1,227,700 or 30.7%
of revenues in the same period of fiscal 2008. The decrease in percentage of the
material cost was mainly due to some contracts requiring less materials. On the
other hand, the labor and subcontractor cost decreased to $597,100 or 20.0% of
AC Technical revenues for the six months ended June 30, 2009, from $755,100 or
18.9% of AC Technical revenues for the six months ended June 30, 2008. The
decrease in the labor and subcontractor cost was due to the decline in
revenue.




Project cost: Project
cost was $437,200 or 2.4% of revenue for the six months ended June 30, 2009,
compared to $592,100 or 2.5% for the same period of fiscal year 2008. Project
cost was mainly related to the AC Technical segment. The balance mainly includes
the salaries and benefits of indirect staff amounting to $290,400 for the six
months ended June 30, 2008, compared to $357,900 for the same period of fiscal
2008. The decrease in expenses was mainly due to the decrease in indirect staff.
The automobile and travel expenses were approximately $103,600 for the six month
period ended June 30, 2009 compared to $124,600 for the same period of fiscal
2008.  There was no material fluctuation of automobile and travel
expenses for two fiscal years.




16




Selling expenses:
Selling expenses were $405,600 or 2.2% of revenues for the six month period
ended 2009 compared to $479,900 or 2.1% of revenues for the same period of
fiscal 2008. Selling expenses were mainly related to the AC Technical
segment.  The balance for the six months ended June 30, 2009 is
mainly comprised of salaries and commissions to salespersons of $195,900
compared to $284,800 for the same period of fiscal 2008. The decrease was mainly
due to the decrease in commissions in line with the decrease in revenue. The
advertising, promotion and trade show expenses were $52,600 for the six months
ended June 30, 2009, and $67,700 for the same period of fiscal
2008.  There was no material fluctuation of advertising, promotion and
trade show expenses for two fiscal years.




General and administrative
costs: General and administrative costs were $2,823,600 or 15.5% of
revenues for the six month period ended June 30, 2009 compared to $6,037,800 or
25.8% for same period of fiscal 2008. The balance for the six month period ended
June 30, 2009, is comprised of $212,400 of professional fees related to
fees for the quarterly reports and other corporate matters. The investor
relations expenses decreased to $90,000 for the six month period ended June 30,
2009, compared to $495,500 for the same period last year.  Total
salaries and benefits to administrative staff decreased to $1,239,800 for the
six month period ended June 30, 2009 compared to $2,259,800 for the same period
last year. The year-over-year decrease in general and administration expenses
was primarily the result of cost reductions. The total number of administrative
staff decreased compared to the same period of fiscal 2008.




Depreciation: Total
depreciation of property plant and equipment was $1,371,400 for the six month
period ended June 30, 2009 compared to $1,118,700 for the same period in
2008.




Amortization of Intangible
Assets: Amortization of customer relationships and trade name was
$166,700 for the three months ended June 30, 2009 compared to $379,900 for the
same period of fiscal 2008.  The decrease was mainly due to the trade
name related to the acquisition in 2006 being fully amortized.




Interest and other Expenses:  Interest and net other expenses for the six months ended
June 30, 2009, of $746,600 or 4.1% of revenues compared to net expenses of
$6,042,100 or 25.8% of the revenues for the same period of fiscal 2008. Interest
and net other expenses for the current period is  comprised of the
amortization of deferred charges amounting to $79,500 compared to $89,900 for
the same period of fiscal 2008.   Additionally, net financing
expenses decreased to $1,180,700 or 6.5% of revenues compared to $5,816,400 or
24.9% of revenues for the same period of fiscal 2008. During the three months
ended March 31, 2008, the Company entered into two financing arrangements in
which the Company has issued 2,030,865 warrants with a value of $3,723,600 and
there was no such arrangement for the same period of fiscal 2009. The interest
due with respect to the Company’s credit facility was $683,600 for the six
months ended June 30, 2009 compared to $631,400 in the same period of
2008.




Income
taxes:  No income tax was paid for the period ended June 30,
2009 which was mainly due to the Company’s losses carried forward to offset all
income generated by the Company. All prior taxes have 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 six months ended June 30,
2009 was $1,603,700 compared to net loss of $9,334,800 for the six month period
ended June 30, 2008. The Company’s operating loss was $857,100 for the six
months ended 2009 compared to operating income of $3,292,700 for the same period
of fiscal 2008.




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 June 30, 2009, we had $3,154,126 in cash. We believe that cash from
operations and our credit facilities with our banks will continue to be adequate
to satisfy the ongoing working capital needs of the Company. During fiscal year
2009, 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
$472,800 for the six months ended June 30, 2009. The changes in operating assets
and liabilities resulted in a use of cash of $251,100, which included a $910,300
decrease in accounts receivable, a $151,100 decrease in inventory, a $223,200
decrease in prepaid expenses, a $1,063,000 decrease in accounts payable, a
$53,400 increase in income tax recoverable and a $14,300 decrease in deferred
revenue.




17




Comparison of  the
balance sheet as at June 30, 2009 to December 31, 2008




Accounts
Receivable




Our
accounts receivable decreased by approximately $826,400 compared to the balance
as at December 31, 2008. Accounts receivable of Cancable segment were
$2,527,600 as at June 30, 2009 compared to $2,912,200 as at December 31,
2008.  Accounts receivable of AC Technical segment was $1,162,100 as
at June 30, 2009 compared to $1,547,500 as at December 31, 2008.  The
fluctuation in balance was mainly due to the timing of payments from our
customers.




Inventory




Inventory
on hand at June 30, 2009 was $713,100 compared to $829,300 as at December 31,
2008. The inventory of the Cancable segment as at June 30, 2009 was $204,900
compared to $319,600 as at December 31, 2008.   The inventory of
AC Technical segment as at June 30, 2009 was $419,100 compared to $421,700 as at
December 31, 2008.




Accounts Payable and Accrued
Liabilities




Accounts
payable decreased to approximately $4,439,900 as at June 30, 2009 from
$5,800,100 as at December 31, 2008. The decrease was mainly due to the timing of
payments to our suppliers.




Deferred
Revenue




Deferred
revenue decreased to $109,000 as at June 30, 2009 compared to $118,600 as at
December 31, 2008. This decrease was mainly due to the timing of payments by our
customers.  Deferred revenue primarily relates to payments associated
with contracts in which revenue is recognized on a percentage of completion
basis.




Net Cash Used in Investing
Activities.  Net cash provided by investing activities was
$177,300 for the six months ended June 30, 2009, compared to $1,259,800 used for
the six months ended June 30, 2008.  Last year’s balance was due to
the purchase of property and equipment of the Company in the amount of $994,700.
Additionally, the Company paid $300,000 for the acquisition of XL Digital in the
six month period ended June 30, 2008.  The total consideration to be
paid by Cancable XL for the shares of XL Digital was an amount equal to the
earnings before interest, taxes, depreciation and amortization derived from the
carrying on of its business by XL Digital for the twelve month period
after the completion of the acquisition times 2.5. The consideration was to be
paid in notes, warrants to acquire stock of the Company and cash (including the
$300,000 described above), with the total balance due on January 5,
2009.  Based on the Company’s subsequent purchase price calculation,
the Company disagrees with the Seller regarding the calculation of the purchase
price, including the $300,000 cash already paid and the Company is in the
process of negotiating with the seller.




Net Cash Provided From
Financing Activities.  Net cash used in financing activities
was $1,173,500 for the six months ended June 30, 2009 compared to net cash
provided of $3,756,500 for the six months ended June 30, 2008. The current
year’s balance mainly represents the repayment of capital leases, bank
indebtedness and term notes.  Last year’s balance represents net
proceeds received from new banking facilities set up with a Canadian financial
institution in the amount of $5,360,700.  The balance was offset with
the repayment of term notes and capital leases in the amount of
$1,490,600.




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 funding through a series of agreements with
Laurus.  In 2006, through our wholly owned subsidiary, we acquired all
of the issued and outstanding shares of capital stock and any other equity
interests of Cancable.  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.  We completed a
refinancing transaction with Laurus in February 2006; we issued to Laurus a
secured term note (the “Company Note”) in the amount of $8,250,000 and 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, we
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.In September 2008, the
Company and  its subsidiary,Cancable Inc., entered
into a financing transaction whereby the Company issued to Valens Offshore SPV
II, Corp. (“Valens Offshore”) and Valens U.S. SPV I, LLC (“Valens U.S.”) secured
term notes in the amount of  $1,700,000 and $800,000, respectively
(collectively, the “Company Second Notes”). Valens Offshore and Valens U.S. are
entities related to Laurus. The Company also issued to Valens Offshore and
Valens U.S. warrants to purchase up to 1,333,333 and 627,451 shares of common
stock, respectively, of the Company with an exercise price of $0.01 per share.
The loans are secured by all of the assets of the Company and all its
subsidiaries.




18





Over the
next twelve months we believe that our existing capital will be sufficient to
sustain our operations. Management plans to seek additional capital in the
future to fund operations, growth and expansion through additional equity, debt
financing or credit facilities. We have had early stage discussions with
investors about potential investment in our 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.





Recent
Accounting Pronouncements




In
April 2009, the Financial Accounting Standards Board (FASB) issued FASB
Staff Position (FSP) Financial Accounting Standard (FAS) 157-4 “Determining Fair
Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly”.
Based on the guidance, if an entity determines that the level of activity for an
asset or liability has significantly decreased and that a transaction is not
orderly, further analysis of transactions or quoted prices is needed, and a
significant adjustment to the transaction or quoted prices may be necessary to
estimate fair value in accordance with Statement of Financial Accounting
Standards (SFAS) No. 157 “Fair Value Measurements”. This FSP is to be
applied prospectively and is effective for interim and annual periods ending
after June 15, 2009 with early adoption permitted for periods ending after
March 15, 2009. There is no expected impact on the Financial
Statements.





In
April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board
(APB) 28-1 “Interim Disclosures about Fair Value of Financial Instruments”. The
FSP amends SFAS No. 107 “Disclosures about Fair Value of Financial
Instruments” to require an entity to provide disclosures about fair value of
financial instruments in interim financial information. This FSP is to be
applied prospectively and is effective for interim and annual periods ending
after June 15, 2009 with early adoption permitted for periods ending after
March 15, 2009. There is no expected impact on the Financial
Statements.




In
May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS
165”). SFAS 165 incorporates guidance into accounting literature that was
previously addressed only in auditing standards and is intended to establish
general standards of accounting for and disclosure of events that occur after
the balance sheet date but before financial statements are issued or are
available to be issued. It requires the disclosure of the date through which an
entity has evaluated subsequent events and the basis for that date, that is,
whether that date represents the date the financial statements were issued or
were available to be issued. This disclosure should alert all users of financial
statements that an entity has not evaluated subsequent events after that date in
the set of financial statements being presented. SFAS 165 is effective for
interim and annual periods ending after June 15, 2009. The Company adopted
the provisions of SFAS 165 on June 30, 2009 and it did not have a material
impact on the Company’s condensed consolidated financial
statements.




In
June 2009, the FASB issued SFAS No. 168, “The FASB Accounting
Standards CodificationTM and the
Hierarchy of Generally Accepted Accounting Principles — a replacement of FASB
Statement No. 162” (“SFAS 168”). SFAS 168 establishes the FASB Accounting
Standards CodificationTM  (the “Codification”) as the source of authoritative
accounting principles recognized by the FASB to be applied by nongovernmental
entities in the preparation of financial statements in conformity with Generally
Accepted Accounting Principles (“GAAP”). The Codification did not change GAAP
but reorganizes the literature. SFAS 168 is effective for interim and annual
periods ending after September 15, 2009. The Company will begin to use the
new Codification when referring to GAAP in its interim report on Form 10-Q for
the quarter ended September 30, 2009. . The adoption of SFAS 168 will not
have a material impact on the Company’s condensed consolidated financial
statements.




19





Off
Balance Sheet Arrangements




None




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 instruments. See our Form 10-K for the year ended December 31, 2008,
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, 2008, Annual Report on
Form 10-K 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.
            Quantitative
      and Qualitative Disclosures about Market
Risk




This item
is not applicable to the Company because we are a smaller reporting
company.




Item
      4.
            Controls
      and Procedures




Evaluation of Disclosure Controls and
Procedures   We maintain disclosure controls and procedures
that are designed to ensure that information required to be disclosed in our
filings under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the periods specified in the rules and
forms of the SEC.  This information is accumulated to allow timely
decisions regarding required disclosure.  As of June 30, 2009, the end
of the period covered by this quarterly report on Form 10-Q, our management,
including our Chief Executive Officer and Chief Financial Officer, assessed the
effectiveness of our disclosure controls and procedures, as such terms are
defined under rules 13a-15(e) and 15d-15(e) promulgated under the
Securities Exchange Act of 1934, as amended. Based on this assessment, our
management concluded that our disclosure controls and procedures were effective
as of the end period covered by this annual report.




20




Management’s
assessment of internal control over financial reporting as of December 31, 2008
was included in Form 10-K filed on June 30, 2009.




Changes in Internal Control Over
Financial Reporting   There has not been any change in our
internal control over financial reporting (as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our second
fiscal quarter ended June 30, 2009 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.




PART
II.                      OTHER
INFORMATION




Item
      1.
            Legal
      Proceedings




Not
applicable.




Item
1A.         Risk
Factors




This item
is not applicable to the Company because we are a smaller reporting
company.




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




21




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/ Dominic BurnsDominic Burns,
  CEO


Dated:  August
14, 2009


22