**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**




**FORM
      10-QSB**




(Mark
      one)




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


**EXCHANGE
      ACT OF 1934.**





For
      the
      quarterly period ended March 31, 2007




OR




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


**EXCHANGE
      ACT OF 1934**




For
      the
      transition period from _____ to _____




*Commission
      file number 0-16819*




**CREATIVE
      VISTAS, INC.**


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




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




2100
      Forbes Street


Unit
      8-10


Whitby,
      Ontario, Canada L1N 9T3


(905)
      666-8676


(Address,
      including zip code, and telephone number,


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




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




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




As
      of May
      15, 2007, there were 33,511,858 shares of common stock, no par value per share,
      outstanding.















PART
                  I.FINANCIAL
                  INFORMATIONItem
                  1.
              Financial
                  Statements
              1Item
                  2.
              Management's
                  Discussion And Analysis or Plan of Operation
              12Item
                  3.
              Controls
                  and Procedures
              20PART
                  II.OTHER
                  INFORMATIONItem
                  1.
              Legal
                  Proceedings
              20Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              20Item
                  3.
              Defaults
                  upon Senior Securities
              20Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders.
              20Item
                  5.
              Other
                  Information
              21Item
                  6.
              Exhibits
                  and Reports on Form 8-K
              21











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




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




**Creative
        Vistas, Inc.**
 **Consolidated
        Balance Sheet (Unaudited)**


**March
                31, 2007****Assets****Current
                Assets**Cash
                and bank balances
            
            **$**
            **2,416,984**Accounts
                receivable, net of allowance for doubtful accounts $203,742
            
            
            **4,581,677**Income
                tax recoverable
            
            
            **354,399**Inventory
                and supplies
            
            
            **715,215**Prepaid
                expenses
            
            
            **338,662**Due
                from related parties
            
            
            **2,222****Total
                current assets**
            
            
            **8,409,159****Property
                plant and equipment, net of depreciation**
            
            
            **4,690,262****Goodwill**
            
            
            **2,893,845****Intangible
                assets**
            
            
            **1,450,000****Restricted
                cash**
            
            
            **279,445****Deferred
                financing costs, net**
            
            
            **606,731****Deferred
                income taxes**
            
            
            **35,921****$**
            **18,365,363****Liabilities
                and Shareholders' (Deficit)****Current
                Liabilities**Accounts
                payable and accrued liabilities
            
            **$**
            **4,364,014**Current
                portion of obligation under capital leases
            
            
            **853,046**Deferred
                income
            
            
            **106,056**Deferred
                income taxes
            
            
            **25,858**Current
                portion of term notes
            
            
            **2,730,708**Due
                to related parties
            
            
            **2,610****Total
                current liabilities**
            
            
            **8,082,292****Term
                notes**
            
            
            **13,885,603****Notes
                payable to related parties**
            
            
            **1,500,000****Obligation
                under capital lease**
            
            
            **2,517,791****Due
                to related parties**
            
            
            **200,756****26,186,442****Shareholders'
                (deficit)**Share
                capitalAuthorized50,000,000
                no par value preferred shares undesignated100,000,000
                no par value common shares 33,511,858 issued and
                outstanding
            
            
            **-**Common
                stock
            
            
            **778,315**Additional
                paid-in capital
            
            
            **3,958,989**Accumulated
                other comprehensive losses
            
            
            **(162,424**
            **)**Accumulated
                (deficit)
            
            
            **(12,395,959**
            **)****(7,821,079**
            **)****$**
            **18,365,363**




The
      accompanying notes are an integral part of these financial
      statements




1




**Creative
        Vistas, Inc.** **Consolidated
          Statements of Operations** **(Unaudited)**


**Three
                months ended****March
                31****2007**
            
            **2006****Contract
                and service revenue**Contract
            
            **$**
            **1,327,247**
            
            **$**
            **1,600,963**Service
            
            
            **6,453,929**
            
            
            **4,845,979**Others
            
            
            **12,444**
            
            
            **9,615****7,793,620**
            
            
            **6,456,557****Cost
                of sales**Contract
            
            
            **921,996**
            
            
            **966,696**Service
            
            
            **4,609,700**
            
            
            **3,217,795****5,531,696**
            
            
            **4,184,491****Gross
                margin**
            
            
            **2,261,924**
            
            
            **2,272,066****Operating
                expense**Project
            
            
            **281,666**
            
            
            **402,413**Selling
            
            
            **175,844**
            
            
            **138,289**General
                and administrative
            
            
            **1,617,637**
            
            
            **1,626,530**General
                and administrative - Non-cash stock compensation
            
            
            **114,401**
            
            
            **147,950****2,189,548**
            
            
            **2,315,182****Income
                (Loss) from operations**
            
            
            **72,376**
            
            
            **(43,116**
            **)****Interest
                and other expenses**Net
                financing expenses
            
            
            **559,198**
            
            
            **3,049,785**Amortization
                of deferred charges
            
            
            **45,276**
            
            
            **643,689**Derivative
                instruments
            
            
            **-**
            
            
            **3,561,544****604,474**
            
            
            **7,255,018**(Loss)
                before income taxes
            
            
            **(532,098**
            **)**
            
            **(7,298,134**
            **)**Income
                taxes
            
            
            **-**
            
            
            **-**Net
                (loss)
            
            
            **(532,098**
            **)**
            
            **(7,298,134**
            **)**Other
                comprehensive income (loss):Foreign
                currency translation adjustment
            
            
            **(44,688**
            **)**
            
            **15,704**Comprehensive
                (loss)
            
            **$**
            **(576,786**
            **)**
            **$**
            **(7,282,430**
            **)**Basic
                weighted-average shares
            
            
            **33,382,608**
            
            
            **32,210,327**Diluted
                weighted-average shares
            
            
            **33,382,608**
            
            
            **32,210,327****Basic
                earnings (loss) per share**
            
            **$**
            **(0.02**
            **)**
            **$**
            **(0.23**
            **)****Diluted
                earnings (loss) per share**
            
            **$**
            **(0.02**
            **)**
            **$**
            **(0.23**
            **)**




The
      accompanying notes are an integral part of these financial
      statements




2


**Creative
        Vistas, Inc.**


**Consolidated
        Statements of Cash Flows** **(Unaudited)**


**Three
                months ended March 31,****2007**
            
            **2006****Operating
                activities**Net
                cash (used in) operating activities
            
            **$**
            **(714,207**
            **)**
            **$**
            **(
                1,007,647**
            **)****Investing
                activities**Proceeds
                of sales of property and equipment
            
            
            **105,051**
            
            
            **-**Purchase
                of property and equipment
            
            
            **(110,832**
            **)**
            
            **(51,585**
            **)**Net
                cash (used in) investing activities
            
            
            **(5,781**
            **)**
            
            **(51,585**
            **)****Financing
                activities**Proceeds
                from bank indebtedness
            
            
            **-**
            
            
            **35,935**Repayment
                from notes payable
            
            
            **(28,564**
            **)**
            
            **(14,494**
            **)**Due
                to related parties
            
            
            **86**
            
            
            **1,005**Proceeds
                from term note
            
            
            **-**
            
            
            **2,091,871**Repayment
                of capital lease
            
            
            **(266,710**
            **)**
            
            **(148,427**
            **)**Issuance
                of common shares
            
            
            **145,924**
            
            
            **-**Restricted
                cash
            
            
            **61,620**
            
            
            **-**Repayment
                of term notes
            
            
            **(306,686**
            **)**
            
            **-**Repayment
                of convertible notes
            
            
            **-**
            
            
            **(106,815**
            **)**Net
                cash provided by (used in) financing activities
            
            
            **(394,330**
            **)**
            
            **1,859,075**Effect
                of foreign exchange rate changes on cash
            
            
            **(28,879**
            **)**
            
            **126,794**Net
                change in cash and cash equivalents
            
            
            **(1,143,197**
            **)**
            
            **926,637****Cash
                and cash equivalents,**beginning of period
            
            
            **3,560,181**
            
            
            **1,756,399****Cash
                and cash equivalents,**end of period
            
            **$**
            **2,416,984**
            
            **$**
            **2,683,036**




The
      accompanying notes are an integral part of these financial
      statements




3




**Creative
      Vistas, Inc.**


**Notes
      to Consolidated Condensed Financial Statements**


**March
      31, 2007**


**(Unaudited)**




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




**Basis
      of presentation**




The
      accompanying unaudited consolidated balance sheet as at March 31, 2007, and
      the
      consolidated statements of operations and cash flows for the periods ended
      March
      31, 2006 and 2007, include the accounts of Creative Vistas, Inc. (“CVAS”),
      Creative Vistas Acquisition Corp. (“AC Acquisition”), AC Technical Systems Ltd.
      (“AC Technical”), Cancable Holding (“Cancable Holding”), Cancable Inc., Iview
      Holding Corp. (“Iview Holding”), and Iview Digital Solutions Inc. (“Iview DSI”).
      Intercompany balances and transactions have been eliminated in consolidation.
      In
      the opinion of management, these 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 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 2007 or for any
      future period. These financial statements should be read in conjunction with
      the
      financial statements and related notes included in our Annual Report on Form
      10-KSB for the fiscal year ended December 31, 2006, filed with the Securities
      and Exchange Commission.




**Liquidity
      and going concern**




Our
      financial statements were prepared using accounting principles generally
      accepted in the United States of America applicable to a going concern, which
      contemplates the realization of assets and liquidation of liabilities in the
      normal course of business. We have incurred losses of $532,098 for the three
      months ended March 31, 2007 and have an accumulated deficit of
      $12,395,959  at
      March
      31, 2007.




We
      have
      outstanding term loans aggregating $16,616,311, together with common stock
      options and warrants, held by Laurus. We do not currently have the ability
      to
      repay the notes in the event of a demand by the holder. Furthermore, we granted
      a security interest to Laurus in substantially all of our assets and,
      accordingly, in the event of any default under our agreements with Laurus,
      they
      could conceivably attempt to foreclose on our assets, which could cause us
      to
      terminate our operations.





Over
      the
      next twelve months the Company believes that its existing capital will be
      sufficient to sustain its operations. Management plans to seek additional
      capital in the future to fund operations, growth and expansion through
      additional equity, debt financing or credit facilities. The Company has had
      early stage discussions with investors about potential investment in the Company
      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 service provided by AC Technical by 20 percent
      to improve gross margins. This is in line with our competitors. The Company
      also
      expects to see the benefits of its research and development efforts within
      the
      next 12 months as it starts to introduce its own line of customized products
      to
      the industry. These products and technologies are expected to improve gross
      margins. The Company believes that it will be eligible for research and
      development tax credits at year end for its research and development efforts
      during the year and these are additional sources of cash flow for the Company.
      The Company is also negotiating longer credit terms with its suppliers from
      45
      days to 60 to 75 days. For all the reasons mentioned above, we believe that
      we
      have adequate short term borrowing capability and that we will be able to
      sustain our operations and continue as a going concern for a reasonable period
      of time although there can be no assurance of this.




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.





**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. The
      common stock equivalents were not included in the diluted loss per share
      calculations because they are anti-dilutive.




**2.**  **Deferred
      Financing Costs, Net**




Deferred
      financing costs, net are associated with the Company’s term notes from Laurus
      Master Fund, Ltd., a Cayman Islands company. For the period ended March 31,
      2007, the amortization of deferred financing cost was approximately $45,276
      (2006 - $643,689).




Cost
            
            $
            836,195Accumulated
                amortization
            
            
            (229,464
            )$
            606,731




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




**Year**
            
            **Amount**2007
            
            $
            128,3002008
            
            
            149,5612009
            
            
            121,8682010
            
            
            114,1962011
            
            
            92,806$
            606,731




**3.** **Intangible
      Assets**




**Cost**
            
            **Accumulated
                amortization**
            
            **Net
                book value****Customer
                relationships**
            
            $
            1,000,000
            
            $
            250,000
            
            $
            750,000**Trade
                name**
            
            
            1,200,000
            
            
            500,000
            
            
            700,000$
            2,200,000
            
            $
            750,000
            
            $
            1,450,000




Amortization
      expense for the period ended March 31, 2007 amounted to $150,000 (2006-$Nil).




**4.** **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.




5





The
      Cancable Note bears interest at the prime rate plus 1.75% with a minimum rate
      of
      seven percent. Interest accrued on the term note but was not payable until
      February 1, 2006. Interest is calculated on the basis of a 360 day year. The
      minimum monthly payment on the term note is $81,726 commencing October 1, 2006.
      The Company is not obligated, except upon an event of default, to pay more
      than
      25% of the Principal Amount prior to December 31, 2011.




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





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




The
      Iview
      Note bears interest at the prime rate plus 2% with a minimum rate of seven
      percent. Interest accrued on the term note but was not payable until April
      1,
      2006. Interest is calculated on the basis of a 360 day year. The minimum monthly
      payment on the term note is $8,333 commencing March 1, 2007 to February 1,
      2011.
      $1,600,000 is payable on the maturity date. The Company is not obligated, except
      upon an event of default, to pay more than 25% of the Principal Amount prior
      to
      December 31, 2011.




Simultaneously
      with the closing of this refinancing transaction, the Company paid off the
      entire outstanding principal amount and all obligations due to Laurus under
      the
      Secured Convertible Term Note dated September 30, 2004, 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.





Interest
      on the term note for the three months period ended March 31, 2007 was $425,186
      (2006: $104,912).





**Amount**Cancable
                term note bears interest at prime plus 1.75% with the minimum interest
                rate 7% and due on December 31, 2011
            
            $
            6,374,644Company
                term note bears interest at prime plus 2% with the minimum interest
                rate
                7% and due on December 31, 2011
            
            
            8,250,000Iview
                term note bears interest at prime plus 2% with the minimum interest
                rate
                7% and due on December 31, 2011
            
            
            1,991,66716,616,311Less:
                current portion
            
            
            2,730,708$
            13,885,603




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




**Amount**2007
            
            $
            2,730,7082008
            
            
            6,945,1782009
            
            
            100,0002010
            
            
            1,691,6662011
            
            
            5,148,759$
            16,616,311






6




**5.**  **Net
      Financing Expenses**




**Three
                months ended March 31,****2007**
            
            **2006**Capital
                leases
            
            $
            80,811
            
            $
            51,225Interest
                of credit facility
            
            
            425,186
            
            
            362,959Amortization
                of interest on debt instruments
            
            
            -
            
            
            168,171Interest
                on deferred principal repayment of term note - 108,000
                warrants
            
            
            39,519
            
            
            -Interest
                and penalties on prepayment of convertible notes - cash
            
            
            -
            
            
            539,319Interest
                and penalties on prepayment of convertible notes - 2,411,003
                warrants
            
            
            -
            
            
            1,913,571Others
            
            
            13,682
            
            
            14,540$
            559,198
            
            $
            3,049,785




**6.**  **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,
      $1,500,000, bears interest at 3% per annum with no fixed terms of repayment.
      The
      notes each with an amount of $750,000 are due to The Burns Trust (the Company’s
      president is one of the beneficiaries of the trust) and the Navaratnam Trust
      (the Company’s CEO is one of the beneficiaries of the trust), respectively.
      During the period ended June 30, 2006, the above two notes payable have been
      transferred to Malar Trust Inc. (the Company’s CEO is the shareholder of Malar
      Trust Inc.).




Interest
      expense recognized for the period was $12,032 (2006 - $11,250).




**7.**  **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, 2007, the Company entered into one consulting
      agreements by issuing 16,666 shares stock in consideration for investor
      relations services rendered with the fair value of $6,999. Additionally, the
      Company issued 258,500 shares in consideration for 2005 accrued bonus in the
      amount of $145,923 for the executive officers of Cancable Inc., a subsidiary
      of
      the Company.




**Options**




On
      June
      30, 2006, the Company granted 2,317,000 options to purchase a maximum of
      2,317,000 shares of common stock to employees. The options allow the holders
      to
      buy the Company’s common stock at a price of $0.63 per share and expire on June
      30, 2011.




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.




7




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.





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.





At
      March
      31, 2007 options to purchase 2,317,000 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 March 31, 2007, there was $444,435 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. No options were vested as of March 31, 2007.
      The
      cost recognized for the period end March 31, 2007 was $95,295 which was recorded
      as the general and administration expenses.





In
      valuing the options issued on June 30, 2006 the following assumptions were
      used





Expected
                volatility
            45%Expected
                dividends
            0%Expected
                term (in years)
            3.0
                - 4.5Risk-free
                rate
            5.10%
                - 5.13%






8




A
      summary
      of option activity under the Plan during the period ended March 31, 2007 is
      presented below:





Options
            
            Shares
            
            Weighted-Average
              Exercise
              Price
            
            Weighted-Average
              Remaining
                Contractual
              Term
            
            Intrinsic
              ValueOutstanding
                at January 1, 2007
            
            
            -
            
            
            -Granted
            
            
            2,317,000
            
            $
            0.63Exercised
            
            
            -
            
            
            -Forfeited
                or expired
            
            
            -
            
            
            -Outstanding
                at March 31, 2007
            
            
            2,317,000
            
            $
            0.63
            
            
            5.0
            
            $
            -Exercisable
                at March 31, 2007
            
            
            -
            
            
            -
            
            
            -
            
            
            -





**Warrants**




We
      use
      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 quarter ended March 31, 2007, in connection with financing
      arrangements, the Company issued warrants to purchase 108,000 shares of common
      stock. The fair value of the warrants of $39,519 was measured using the
      Black-Scholes option pricing model using the following assumptions: risk free
      interest rate of 4.33%, expected dividend yield of 0%, volatility of 45% to
      50%,
      share price of $0.01 and unlimited contractual lives.




As
      of
      March 31, 2007, we had the following options and warrants
      outstanding:




**Issue
                Date**
            
            **Expiry
                Date**
            
            **Number
                of options or warrants**
            
            **Exercise
                Price Per Share**
            
            **Value
                - issue date**
            
            **Issued
                for**09-30-2004
            
            
            09-30-2009
            
            
            540,000
            
            $
            0.33
            
            $
            447,463
            
            
            Consulting
                and investment banking fees09-30-2004
            
            
            09-30-2009
            
            
            199,500
            
            $
            0.33
            
            $
            111,853
            
            
            Consulting
                and investment banking fees09-30-2004
            
            
            09-30-2011
            
            
            2,250,000
            
            
            1.15
            
            
            1,370,000
            
            
            Financing03-31-2005
            
            
            03-31-2012
            
            
            100,000
            
            
            1.20
            
            
            60,291
            
            
            Financing04-30-2005
            
            
            04-30-2012
            
            
            100,000
            
            
            1.01
            
            
            44,309
            
            
            Financing05-31-2005
            
            
            05-31-2012
            
            
            100,000
            
            
            1.01
            
            
            56,614
            
            
            Financing06-22-2005
            
            
            06-22-2012
            
            
            313,000
            
            
            1.00
            
            
            137,703
            
            
            Financing06-30-2005
            
            
            06-30-2012
            
            
            100,000
            
            
            0.90
            
            
            50,431
            
            
            Financing07-31-2005
            
            
            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
            
            
            2,411,003
            
            
            0.01
            
            
            1,913,571
            
            
            Financing03-31-2007
            
            
            03-31-2017
            
            
            108,000
            
            
            0.90
            
            
            39,519
            
            
            Financing6,821,503






9




**8.
      Major Customers**




During
      the three months ended March 31, 2007 the Company derived 57.2 % of its revenue
      from a single customer in the amount of $4,457,800.




**9.**  **Segment
      Information**




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




Cancable




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




AC
      Technical




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




Iview
      DVSI




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




10




The
      following table presents financial information with respect to the segments
      that
      management uses to make decisions.




**Three
                Months Ended**
              **March
                31, 2007**
            
            **Three
                Months Ended**
              **March
                31, 2006****Sales:**Cancable
            
            $
            6,136,499
            
            $
            4,534,813AC
                Technical
            
            
            1,630,708
            
            
            1,886,396Iview
            
            
            24,529
            
            
            35,348CVAS
            
            
            1,884
            
            
            -**Consolidated
                Total**
            
            $
            7,793,620
            
            $
            6,456,557**Depreciation
                and amortization:**Cancable
            
            $
            335,556
            
            $
            315,558AC
                Technical
            
            
            9,745
            
            
            8,164**Consolidated
                Total**
            
            $
            345,301
            
            $
            323,722**Interest
                expenses:**Cancable
            
            $
            244,070
            
            $
            209,889AC
                Technical
            
            
            1,650
            
            
            3,043Iview
            
            
            50,521
            
            
            24,327AC
                Acquisition
            
            
            12,032
            
            
            11,250CVAS
            
            
            250,925
            
            
            2,801,276**Consolidated
                Total**
            
            $
            599,198
            
            $
            3,049,785**Net
                Income (Loss):**Cancable
            
            $
            183,924
            
            $
            (11,890
            )AC
                Technical
            
            
            31,767
            
            
            88,755Iview
            
            
            (54,934
            )
            
            (27,747
            )Corporate
                (1)
            
            
            (692,855
            )
            
            (7,347,252
            )**Consolidated
                Total**
            
            $
            (532,098
            )
            $
            (7.298,134
            )**Total
                Assets**Cancable
            
            $
            8,459,876
            
            $
            5,781,063AC
                Technical
            
            
            3,784,971
            
            
            4,248,732Iview
            
            
            1,538,235
            
            
            2,124,049AC
                Acquisition
            
            
            -
            
            
            -Corporate
                (1)
            
            
            4,582,281
            
            
            5,780,974**Consolidated
                Total**
            
            $
            18,365,363
            
            $
            17,934,818**Capital
                assets:**Cancable
            
            $
            3,927,159
            
            $
            2,115,265AC
                Technical
            
            
            763,103
            
            
            790,714**Consolidated
                Total**
            
            $
            4,690,262
            
            $
            2,905,979**Capital
                Expenditures:**Cancable
            
            $
            1,417,354
            
            $
            51,585AC
                Technical
            
            
            -
            
            
            -Iview
            
            
            -
            
            
            -AC
                Acquisition
            
            
            -
            
            
            -**Consolidated
                Total**
            
            $
            1,417,354
            
            $
            51,585




(1)
            Corporate
                expenses primarily include certain stock-based compensation for consulting
                and advisory services and derivative financial instrument expense,
                which
                we do not internally allocate to our segments because they are related
                to
                our common stock and are non-cash in
                nature. (2)
            Total cash paid for the purchase of capital assets
              were
              $110,832 (2006: $51,585). The remaining balances were purchased
              through capital leases.




Revenues
      by geographic destination and product group were as follows:





**Three
                Months Ended**
              **March
                31, 2007**
            
            **Three
                Months Ended**
              **March
                31, 2006**Contract
            
            $
            1,327,247
            
            $
            1,600,963Service
            
            
            6,453,929
            
            
            4,845,979Others
            
            
            12,444
            
            
            9,615Total
                sales to external customers
            
            $
            7,793,620
            
            $
            6,456,557




All
      revenue generated by the Company was in Canada.


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




11




**Results
      of Operations**


**Comparison
      of Three Months Period Ended March 31, 2007** **to
      Period Ended March 31, 2006**




For
      purposes of this “Management’s Discussion and Analysis or Plan of Operation”, we
      compared the first three month period ended March 31, 2007, to the comparable
      period in 2006.




Sales :
      Sales
      for the three months period ended 2007 increased 20.7% to $7,793,600
      substantially from $6,456,557 for the three months period ended 2006. The
      increase in revenue was mainly due to the increase in service revenue of
      Cancable Segment to $6,136,500 for the three months period ended 2007 from
      $4,534,800 for the same period in 2006.




(a)
      Cancable Segment - The Company acquired Cancable through its wholly owned
      subsidiary on January 1, 2006. It is incorporated under the laws of Ontario
      and
      its principal business activity is the provisioning the deployment and servicing
      of broadband technologies in both residential and commercial markets. The
      Cancable service offering, network deployment, IT integration, and support
      services, enable the cable television and telecommunications industries to
      deliver a high quality broadband experience to their customers. Total revenue
      for the first quarter of fiscal 2007 was $6,136,500 compared to $4,534,800
      in
      the same period of fiscal 2006. Rogers Cable Inc. is Cancable’s largest customer
      and the revenue from this customer for the first quarter of fiscal 2007 as
      approximately $4,457,806 or 72.6% of its total revenue compared to $3,596,500
      or
      79.3% of its total revenue for the same period in fiscal 2006. (b) AC Technical
      segment - Contract revenue declined to $1,313,300 for the first quarter or
      17.9%
      for the three months ended March 31, 2007, of total revenue compared to
      $1,600,900 in the same period of fiscal 2006. The decrease was mainly due to
      a
      decrease in the number of subcontracts for the provision of services to
      government contracts. For the first quarter ended March 31, 2007, contract
      revenue from three of our major customers was $395,700 or 30.2 % of total
      contract revenue. Service revenue generated increased 2.1% to $317,400 for
      the
      first quarter of fiscal 2007 from $311,000 for the same period of fiscal 2006.
      Service revenue primarily represents the cumulative effect of the growth in
      contracts and number of customers over the past few years. We have experienced
      a
      significant increase in the number of inquiries for systems from the government
      and retail sector. This increased interest in security products and services
      may
      result in our achieving increased revenues in future periods if we are
      successful in attracting new customers or obtaining additional projects from
      existing customers. There is no assurance that the Company will be able to
      attract new customers.




Cost
      of Goods Sold :
      Cost of
      goods sold as a percentage of revenue for the three months ended March 31,
      2007
      was $5,531,700 or 71.0% of revenues compared to $4,184,500 or 64.8% of revenues
      for the three months period ended March 31, 2006. (a) Cancable segment - Cost
      of
      sales of this segment was $4,609,700 for the three months period ended March
      31,
      2007, which is comprised principally of labor expenses $3,456,400, vehicle
      expenses $462,700 and material cost $507,054. (b) AC Technical segment - Cost
      of
      sales of this segment was $907,100. The material cost was $596,700 or 36.7%
      of
      the AC Technical revenue for the three months ended March 31, 2007 compared
      to
      $572,800 or 30.5% of revenues in the same period of fiscal 2006. The increased
      in percentage of the material cost was mainly due to some contracts with higher
      percentage of materials. On
      the
      other hand, the labor and subcontractor cost decreased to $296,900 or 18.2%
      of
      AC Technical revenues for the three months ended March 31, 2007 and $368,600
      or
      19.6% of AC Technical revenues for fiscal 2006. The decrease in labor and
      subcontractor cost was mainly due to the decrease in revenue. There was no
      material fluctuation of percentage in labor and subcontractor cost.




Project,
      Selling, General and Administrative Expenses :
      Projects, selling, general and administrative expenses for the three months
      ended March 31, 2007 was $2,189,500 or 28.1% of revenues for the three months
      period ended 2007 compared to $2,315,200 or 35.8% of revenues for the same
      period of fiscal 2006. The balance is mainly comprised of the
      following:




12




Project
      cost was $281,666 or 3.6% of revenue for three months ended March 31, 2007,
      compared to $402,400 or 6.2% for the same period of fiscal year 2006. Project
      cost was mainly related to AC Technical segment. The balance mainly includes
      the
      salaries and benefits of indirect staff amounting to $178,000 in the first
      quarter of fiscal 2007 compared to $192,000 for the same period of fiscal 2006.
      The decrease was mainly due to the decrease in headcounts. The automobile and
      travel expenses of approximately $64,000 for the three months period ended
      March
      31, 2007 compared to $113,000 for the same period of fiscal 2006. The decrease
      in balance was mainly due to less travel by the staff and decrease in the number
      of vehicles.




Selling
      expenses was $175,800 or 2.3% of revenues for the three months period ended
      2007
      compared to $138,300 or 2.1% of revenues for the first quarter of fiscal 2006.
      Selling expenses were mainly related to AC Technical segment. As at March 31,
      2007, we have 4 salespersons in AC Technical segment, which were 3 as at March
      31, 2006. The balance for the three months period ended March 31, 2007 is mainly
      comprised of salaries and commission to salespersons of $129,600 compared to
      $92,000 for the same period of fiscal 2006. The increase was mainly due to
      the
      increase in headcounts. The advertising and promotion and trade show expenses
      were $35,300 in the first quarter of fiscal 2007 compared to $32,500 for the
      same period of fiscal 2006 with no material fluctuation.




General
      and administrative expenses were $1,732,100 or 22.2% of revenues for the three
      months period ended 2007 compared to $1,774,500 or 27.5% for fiscal 2006. The
      balance for the three months period ended March 31, 2007 is mainly comprised
      of
      $95,000 of professional fees related to fees for the quarterly reports and
      other
      corporate matters. In addition, investor relations expenses amounted to $57,000
      for the three months period ended March 31, 2007 compared to $188,000 for the
      same period last year. Total salaries and benefits to administrative staff
      were
      $577,000 for the first quarter of 2007 compared to $511,000 for the same period
      last year. Total depreciation of property plant and equipment was $345,300
      for
      the first quarter of fiscal 2007 compared to $323,700 for the same period of
      last year. The increase in balance was mainly due to the increase in property,
      plant and equipment.




Interest
      and other Expenses :
      Interest and net other expenses for the three months ended March 31, 2007,
      was
      $604,500 or 7.8% of revenues compared to net expenses of $7,255,000 or 112.4%
      of
      the revenues for the same period of fiscal 2006. The balance for the current
      period is primarily comprised of the amortization of deferred charges amounting
      to $45,300 compared to $643,700 for the same period of fiscal 2006. The decrease
      was mainly due to the deferred financing costs of $600,500 carried forward
      from
      the fiscal 2005 which was written off during the first quarter of fiscal 2006.
      The Company has paid off the entire outstanding principal amount and all
      obligations due to Laurus under the Secured Convertible Term Note dated
      September 30, 2004, the Secured Convertible Minimum Borrowing Note dated
      September 30, 2004 and the Secured Revolving Note dated September 30, 2004,
      through a refinancing transaction. Additionally, net financing expenses
      decreased to $559,200 or 7.2% of revenues compared to $3,049,800 or 47.2% of
      revenues for the same period of fiscal 2006. Last year balance mainly included
      interest and penalties relating to the new refinancing transactions in 2006
      with
      the amount of $2,452,900 which included 2,411,003 warrants issued to Laurus
      with
      the fair value of $1,913,600. Additionally, the changes of derivative
      instruments expenses were $3,561,500 for the period ended March 31, 2006. There
      was no such expense for the period ended March 31, 2007 as the Company has
      adopted the FASB issued FASB Staff Position EITF 00-19-2 “Accounting for
      Registration Payment Arrangements” (FSP EITF 00-19-2). See Note 4 in the
      financial statements.




Income
      taxes :
      No
      income tax provision for the period ended March 31, 2007, which was mainly
      due
      to the Company has losses carried forward to offset all income generated from
      the Company. All prior taxes already been accounted for in the income tax
      recoverable and therefore, there is no additional provision for income taxes
      recoverable and deferred tax asset.




Net
      Income/Loss :
      Net
      loss for the three months ended March 31, 2007 was $532,100 compared to net
      loss
      of $7,298,100 for the three month period ended March 31, 2006. The Company’s
      operating income was $72,376 for the first quarter of fiscal 2007 compared
      to
      operating loss $43,000 for the same period of fiscal 2006. The growth was mainly
      due to the increase in revenue of Cancable segment.




**Liquidity
      and Capital Resources**




Since
      our
      inception, we have financed our operations through bank debt, loans and equity
      from our principals, loans from third parties and funds generated by our
      business. At March 31, 2007, we had $2,416,984 in cash. Additionally we had
      $279,445, which was deposited in a restricted bank account. Pursuant to the
      Securities Purchase Agreement between Laurus and the Company and a restricted
      account agreement entered into by the Company, Laurus and a US bank, $500,000
      was deposited into a restricted account for the benefit of Laurus as additional
      security for the obligations of the Company under the purchase agreement and
      the
      related agreements. The restricted account is to be maintained at the US bank
      and Laurus shall apply any part of this deposit to any payment obligation for
      Iview Note. We believe that cash from operations and our credit facilities
      with
      Laurus Master Funds, Ltd. will continue to be adequate to satisfy the ongoing
      working capital needs of the Company. During the fiscal year 2007, 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.




13




Net
      Cash Used in Operating Activities .
      Net
      cash provided by operating activities amounted to $714,200 for the three months
      ended March 31, 2007. The changes in operating assets and liabilities resulted
      in a use of cash of $854,200, which included a $624,500 increase in accounts
      receivable, a $54,700 decrease in inventory, a $57,300 decrease in prepaid
      expenses, a $378,400 decrease in accounts payable, a $36,700 increase in
      deferred revenue.




Compared
      the balance sheet as at March 31, 2007 to December 31, 2006




Accounts
      Receivable




Our
      accounts receivable increased by approximately $720,600 compared to the balance
      as at December 31, 2006. Accounts receivable of Cancable segment was
      $2,347,300 as at March 31, 2007 compared to $1,799,500 as at December 31, 2006.
      The increase in balance was mainly due to the increase in revenue. Accounts
      receivable of AC Technical segment was $2,176,400 as at March 31, 2007 compared
      to $2,040,800 as at December 31, 2006. The increase in accounts receivable
      of AC
      Technical was mainly due the increase in revenue in March 2007. Approximately
      65% of the accounts receivable of AC Technical segment outstanding at March
      31,
      2007 was less than 90 days old.




Inventory




Inventory
      on hand at
      March 31, 2007, decreased 6.4% compared to the balance as at December 31,
      2006. The inventory of Cancable segment as at March 31, 2007 was $223,200
      compared to $250,400 as at December 31, 2006. The inventory of AC Technical
      segment as at March 31, 2007 was $423,100 compared to $430,300 as at December
      31, 2006.The level of inventory remains consistent with the balance as December
      31, 2006, which was mainly due to the improvement of inventory, control
      and keeping minimum levels of inventory.




Accounts
      Payable and Accrued Liabilities




Accounts
      payable approximately increased to $4,364,000 as at March 31, 2007 from
      $4,655,000 as at December 31, 2006. The accounts payable and accrued liabilities
      as at March 31, 2007 of Cancable segment was $2,442,000 compared to $2,590,600
      as at December 31, 2006. The decrease was mainly due to the payment of 2006
      accrued bonus in the amount of $283,000 during the first quarter of fiscal
      2007.
      The accounts payable and accrued liabilities as at March 31, 2007 of AC
      Technical segment was $1,743,300 compared to $1,826,100 as at December 31,
      2006.
      The decrease was mainly due to the timing of payments to our
      suppliers.




Deferred
      Revenue




Deferred
      revenue increased to $106,100 as at March 31, 2007 compared to the balance
      as at
      December 31, 2006. This increase was mainly due to the timing of payments by
      our
      customers. Deferred revenue primarily relates to payments associated with the
      contracts where revenue is recognized on a percentage of completion basis.




Incomes
      Taxes Recoverable




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




Net
      Cash Used in Investing Activities .
      Net
      cash used in investing activities was $5,800 for the three months ended March
      31, 2007, compared to $51,600 used for the three months ended March 31, 2006.
      The balance for the both periods was mainly due to the purchase of property
      and
      equipment of the Company and offset by the sale proceeds from the sales of
      property and equipment.




14




Net
      Cash Provided From Financing Activities .
      Net
      cash used in financing activities was $394,300 for the three months ended March
      31, 2007 compared to net cash provided $1,859,100 for the three months period
      ended March 31, 2006. Last year balance was mainly represents the additional
      borrowings from Laurus Master Fund, Ltd. from the refinancing transaction in
      2006. The current year balance was mainly represents the repayment of capital
      leases and term notes in the amount of $573,400.




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




Over
      the
      next twelve months 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
      February 2006, the Financial Accounting Standards Board issued SFAS 155 -
“Accounting for Certain Hybrid Financial Instruments—an amendment of FASB
      Statements No. 133 and 140.”




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




This
      Statement:




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




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




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




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




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




15




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




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




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




In
      September 2006, the Financial Accounting Standards Board issued SFAS 156 -
      “Accounting for Servicing of Financial Assets—an amendment of FASB Statement No.
      140.”




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




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




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




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




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




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




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




In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” This
      standard establishes a standard definition for fair value, establishes a
      framework under generally accepted accounting principles for measuring fair
      value and expands disclosure requirements for fair value measurements. This
      standard is effective for financial statements issued for fiscal years beginning
      after November 15, 2007. Adoption
      of this statement is not expected to have any material effect on our financial
      position or results of operations .




In
      September 2006, the FASB issued Financial Accounting Standard No. 158,
“Employers’ Accounting for Defined Benefit Pension and Other Postretirement
      Plans, an amendment of FASB Statement Nos. 87, 88, 106, and 132(R *)* ,”
or
      FAS
      158. This Statement requires an employer that is a business entity and sponsors
      one or more single-employer defined benefit plans to (a) recognize the funded
      status of a benefit plan—measured as the difference between plan assets at fair
      value (with limited exceptions) and the benefit obligation—in its statement of
      financial position; (b) recognize, as a component of other comprehensive income,
      net of tax, the gains or losses and prior service costs or credits that arise
      during the period but are not recognized as components of net periodic benefit
      cost pursuant to FAS 87, *Employers’
      Accounting for Pensions* ,
      or FAS
      106, *Employers’
      Accounting for Postretirement Benefits Other Than Pensions* ;
      (c)
      measure defined benefit plan assets and obligations as of the date of the
      employer’s fiscal year-end statement of financial position (with limited
      exceptions); and (d) disclose in the notes to financial statements additional
      information about certain effects on net periodic benefit cost for the next
      fiscal year that arise from delayed recognition of the gains or losses, prior
      service costs or credits, and transition assets or obligations. An employer
      with
      publicly traded equity securities is required to initially recognize the funded
      status of a defined benefit postretirement plan and to provide the required
      disclosures as of the end of the fiscal year ending after December 15, 2006.
      This statement is not expected to have a significant effect on our financial
      statements.




16




In
      February 2007, the FASB issued **** Financial
      Accounting Standard No. 159 *The
      Fair Value Option for Financial Assets and Financial Liabilities—Including an
      amendment of FASB Statement No. 115* or FAS
      159. This Statement permits entities to choose to measure many financial
      instruments and certain other items at fair value. Most of the provisions of
      this Statement apply only to entities that elect the fair value option.




The
      following are eligible items for the measurement option established by this
      Statement:




1.
            Recognized
                financial assets and financial liabilities
                except:




a.
            An
                investment in a subsidiary that the entity is required to
                consolidate




b.
            An
                interest in a variable interest entity that the entity is required
                to
                consolidate




c.
            Employers’
                and plans’ obligations (or assets representing net overfunded positions)
                for pension benefits, other postretirement benefits (including health
                care
                and life insurance benefits), post employment benefits, employee
                stock
                option and stock purchase plans, and other forms of deferred compensation
                arrangements.




d.
            Financial
                assets and financial liabilities recognized under leases as defined
                in
                FASB Statement No. 13,*Accounting
                for Leases.*




e.
            Deposit
                liabilities, withdrawable on demand, of banks, savings and loan
                associations, credit unions, and other similar depository
                institutions




f.
            Financial
                instruments that are, in whole or in part, classified by the issuer
                as a
                component of shareholder’s equity (including “temporary equity”). An
                example is a convertible debt security with a noncontingent beneficial
                conversion feature.




2.
            Firm
                commitments that would otherwise not be recognized at inception and
                that
                involve only financial instruments




3.
            Nonfinancial
                insurance contracts and warranties that the insurer can settle by
                paying a
                third party to provide those goods or
                services




4.
            Host
                financial instruments resulting from separation of an embedded
                nonfinancial derivative instrument from a nonfinancial hybrid
                instrument.




The
      fair
      value option:




1.
            May
                be applied instrument by instrument, with a few exceptions, such
                as
                investments otherwise accounted for by the equity
                method




2.
            Is
                irrevocable (unless a new election date
                occurs)




3.
            Is
                applied only to entire instruments and not to portions of
                instruments.




The
      Statement is effective as of the beginning of an entity’s first fiscal year that
      begins after November 15, 2007. Early adoption is permitted as of the beginning
      of a fiscal year that begins on or before November 15, 2007, provided the entity
      also elects to apply the provisions of FASB Statement No. 157, *Fair
      Value Measurements* .
      We have
      not yet determined what effect, if any, adoption of this Statement will have
      on
      our financial position or results of operations .




SAB
      108 -
‘Considering the Effects of Prior Year Misstatements when Quantifying
      Misstatements in Current Year Financial Statements’




In
      September 2006, the SEC issued Staff Accounting Bulletin No. 108 (SAB 108),
      Considering the Effects of Prior Year Misstatements when Quantifying
      Misstatements in Current Year Financial Statements. SAB 108 provides guidance
      on
      the consideration of the effects of prior year unadjusted errors in quantifying
      current year misstatements for the purpose of a materiality assessment. Adoption
      of this statement is not expected to have any material effect on our financial
      position or results of operations .




17




FIN
      48 -
‘Accounting for Uncertainty in Income Taxes’




In
      June
      2006, the FASB issued Interpretation No. 48 (“FIN 48”), “Accounting for
      Uncertainty in Income Taxes”, an interpretation of SFAS No. 109. FIN 48
      prescribes a comprehensive model for how companies should recognize, measure,
      present and disclose uncertain tax positions taken or expected to be taken
      on a
      tax return. Under FIN 48, we shall initially recognize tax positions in the
      financial statements when it is more likely than not the position will be
      sustained upon examination by the tax authorities. We shall initially and
      subsequently measure such tax positions as the largest amount of tax benefit
      that is greater than 50% likely of being realized upon ultimate settlement
      with
      the tax authority assuming full knowledge of the position and all relevant
      facts. FIN 48 also revises disclosure requirements to include an annual tabular
      roll-forward of unrecognized tax benefits. We will adopt this interpretation
      as
      required in 2007 and will apply its provisions to all tax positions upon initial
      adoption with any cumulative effect adjustment recognized as an adjustment
      to
      retained earnings. Adoption
      of this statement is not expected to have any material effect on our financial
      position or results of operations.




EITF
      00-19-2, "Accounting for Registration Payment Arrangements".




In
      December 2006, the FASB issued Staff Position FSP EITF 00-19-2, "Accounting
      for
      Registration Payment Arrangements". This statement is effective for existing
      registration payment arrangements as of January 1, 2007, with earlier
      application permitted in previously-unissued financial statements. As discussed
      in Note 8 and as permitted by the FSP, we adopted the provisions of this FSP
      in
      our fourth quarter of 2006, resulting in re-classification of certain of our
      outstanding warrants from derivative instrument liabilities to
      equity.





**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-KSB for the year ended December 31,
      2006,
      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.




18




For
      further information about these and other risks, uncertainties and factors,
      please review the disclosure included in our December 31, 2006, Annual Report
      on
      Form 10-KSB under the caption “Risk Factors.”




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




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




We
      maintain a system of disclosure controls and procedures, as such term is defined
      in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed
      to
      provide reasonable assurance that information required to be disclosed by us
      in
      the reports that we file under the Exchange Act is recorded, processed,
      summarized and reported within the time periods specified in the SEC’s rules and
      forms, and that such information is accumulated and communicated to our
      management, including our Chief Executive Officer and Chief Financial Officer,
      as appropriate, to allow timely decisions regarding required
      disclosures.




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




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





There
      were no changes in our internal control over financial reporting that occurred
      during the quarter ended September 30, 2006, that have materially affected,
      or
      are reasonably likely to materially affect our internal control over financial
      reporting.




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




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




Not
      applicable.




**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.




19




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




Not
      applicable.




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




(a)  Exhibits




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




SIGNATURES




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


CREATIVE
                VISTAS, INC.By:/s/
                Sayan NavaratnamSayan
                Navaratnam, CEODated:
                May 15, 2007






20