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 September 30, 2009


OR


 ̈ 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
            6770
            86-0464104(State
      or other jurisdiction of
            (Primary
      Standard Industrial
            (I.R.S.
      Employerincorporation
      or organization
            Classification
      Code Number)
            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 o[NTD, CVAS may leave this blank
until June 15, 2011 as it is not a large accelerated filer]




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
November 16, 2009, the number of shares outstanding of the registrant’s common
stock, no par value (the only class of voting stock), was
37,488,714.





PART
      I.FINANCIAL
      INFORMATIONItem
      1.
              Financial
      Statements
              1Item
      2.
              Management's
      Discussion And Analysis of Financial Condition and Results of
      Operations
              15Item
      3.
              Quantitative
      and Qualitative Disclosures about Market Risk
              21Item
      4.
              Controls
      and Procedures
              22PART
      II.OTHER
      INFORMATIONItem
      1.
              Legal
      Proceedings
              22Item
      1A.
              Risk
      Factors
              22Item
      2.
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              22Item
      3.
              Defaults
      upon Senior Securities
              22Item
      4.
              Submission
      of Matters to a Vote of Security Holders.
              22Item
      5.
              Other
      Information
              22Item
      6.
              Exhibits
      and Reports on Form 8-K
              22





PART
I.          FINANCIAL
INFORMATION


Item
1. Financial
Statements





Creative Vistas, Inc.
                            Condensed Consolidated Balance Sheets
                          
                          September 30, 2009
                          
                          
                          December 31, 2008(Unaudited)AssetsCurrent
      AssetsCash
      and bank balances
                          
                          $
                          2,576,425
                          
                          
                          $
                          4,770,337Accounts
      receivable, net of allowance for doubtful accounts  of $228,096
      and $323,183
                          
                          
                          5,367,214
                          
                          
                          
                          4,571,327Income
      tax recoverable
                          
                          
                          329,585
                          
                          
                          
                          188,525Inventory
      and supplies
                          
                          
                          793,428
                          
                          
                          
                          829,318Prepaid
      expenses
                          
                          
                          521,324
                          
                          
                          
                          289,638Due
      from related parties
                          
                          
                          2,388
                          
                          
                          
                          2,094Total
      current assets
                          
                          
                          9,590,364
                          
                          
                          
                          10,651,239Property
      plant and equipment, net of depreciation
                          
                          
                          7,142,906
                          
                          
                          
                          9,214,623Deposits
                          
                          
                          116,588
                          
                          
                          
                          460,376Intangible
      assets
                          
                          
                          650,623
                          
                          
                          
                          850,136Deferred
      financing costs, net
                          
                          
                          419,398
                          
                          
                          
                          483,331Deferred
      income taxes
                          
                          
                          36,673
                          
                          
                          
                          35,343$
                          17,956,552
                          
                          
                          $
                          21,695,048Liabilities
      and Shareholders' (Deficit)Current
      LiabilitiesBank
      Indebtedness
                          
                          $
                          2,307,548
                          
                          
                          $
                          1,581,912Accounts
      payable and accrued liabilities
                          
                          
                          4,882,072
                          
                          
                          
                          5,800,061Current
      portion of obligation under capital leases
                          
                          
                          1,470,402
                          
                          
                          
                          2,125,312Deferred
      income
                          
                          
                          122,151
                          
                          
                          
                          118,595Deferred
      income taxes
                          
                          
                          25,858
                          
                          
                          
                          25,858Current
      portion of term notes
                          
                          
                          7,387,500
                          
                          
                          
                          1,750,000Current
      portion of other payable
                          
                          
                          280,374
                          
                          
                          
                          245,902Due
      to related parties
                          
                          
                          7,174
                          
                          
                          
                          6,292Total
      current liabilities
                          
                          
                          16,483,079
                          
                          
                          
                          11,653,932Term
      notes
                          
                          
                          8,260,524
                          
                          
                          
                          14,062,290Notes
      payable to related parties
                          
                          
                          1,500,000
                          
                          
                          
                          1,500,000Obligation
      under capital lease
                          
                          
                          3,870,707
                          
                          
                          
                          4,554,240Due
      to related parties
                          
                          
                          215,766
                          
                          
                          
                          189,23730,330,076
                          
                          
                          
                          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 37,488,714 at September 30, 2009 and 37,224,926
      at December 31, 2008  issued and outstandingCommon
      stock
                          
                          
                          6,555,754
                          
                          
                          
                          6,488,137Additional
      paid-in capital
                          
                          
                          14,127,379
                          
                          
                          
                          14,005,627Accumulated
      (deficit)
                          
                          
                          (32,241,221
                          )
                          
                          
                          (31,357,923
                          )Accumulated
      other comprehensive income (loss)
                          
                          
                          (815,436
                          )
                          
                          
                          599,508(12,373,524
                          )
                          
                          
                          (10,264,651
                          )$
                          17,956,552
                          
                          
                          $
                          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
                  
                  
                  Nine months endedSeptember 30,
                  
                  
                  September 30,2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008Contract
      and service revenueContract
                  
                  $
                  2,039,619
                  
                  
                  $
                  1,756,739
                  
                  
                  $
                  4,368,893
                  
                  
                  $
                  5,022,254Service
                  
                  
                  9,281,162
                  
                  
                  
                  12,204,635
                  
                  
                  
                  25,217,432
                  
                  
                  
                  32,299,736Other
                  
                  
                  1,662
                  
                  
                  
                  33,208
                  
                  
                  
                  12,117
                  
                  
                  
                  48,80711,322,443
                  
                  
                  
                  13,994,582
                  
                  
                  
                  29,598,442
                  
                  
                  
                  37,370,797Direct
      Expenses  (excluding depreciation)Contract
                  
                  
                  1,152,944
                  
                  
                  
                  1,169,824
                  
                  
                  
                  2,411,632
                  
                  
                  
                  3,153,590Service
                  
                  
                  7,034,600
                  
                  
                  
                  10,082,945
                  
                  
                  
                  19,704,627
                  
                  
                  
                  26,159,547Project
      expenses
                  
                  
                  229,520
                  
                  
                  
                  269,309
                  
                  
                  
                  666,687
                  
                  
                  
                  861,381Selling
      expenses
                  
                  
                  205,248
                  
                  
                  
                  259,436
                  
                  
                  
                  610,888
                  
                  
                  
                  739,415General
      and administrative expenses
                  
                  
                  1,370,361
                  
                  
                  
                  2,745,487
                  
                  
                  
                  4,193,898
                  
                  
                  
                  8,783,283Depreciation
      expense
                  
                  
                  657,033
                  
                  
                  
                  728,492
                  
                  
                  
                  2,028,390
                  
                  
                  
                  1,847,254Amortization
      of intangible assets
                  
                  
                  86,515
                  
                  
                  
                  188,622
                  
                  
                  
                  253,238
                  
                  
                  
                  568,55710,736,221
                  
                  
                  
                  15,444,115
                  
                  
                  
                  29,869,360
                  
                  
                  
                  42,113,027Income
      (Loss) from operations
                  
                  
                  586,222
                  
                  
                  
                  (1,449,533
                  )
                  
                  
                  (270,918
                  )
                  
                  
                  (4,742,230
                  )Interest
      and other expenses (income)Net
      financing expenses
                  
                  
                  585,668
                  
                  
                  
                  603,392
                  
                  
                  
                  1,766,402
                  
                  
                  
                  6,419,775Realized
      loss on disposal of available for sale securities
                  
                  
                  -
                  
                  
                  
                  822,916
                  
                  
                  
                  -
                  
                  
                  
                  822,916Amortization
      of deferred charges
                  
                  
                  41,008
                  
                  
                  
                  69,666
                  
                  
                  
                  120,537
                  
                  
                  
                  159,581Foreign
      currency translation (gain) loss
                  
                  
                  (760,897
                  )
                  
                  
                  384,502
                  
                  
                  
                  (1,274,559
                  )
                  
                  
                  520,277(134,221
                  )
                  
                  
                  1,880,476
                  
                  
                  
                  612,380
                  
                  
                  
                  7,922,549Income
      (Loss) before income taxes
                  
                  
                  720,443
                  
                  
                  
                  (3,330,009
                  )
                  
                  
                  (883,298
                  )
                  
                  
                  (12,664,779
                  )Income
      taxes
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      income (loss)
                  
                  
                  720,443
                  
                  
                  
                  (3,330,009
                  )
                  
                  
                  (883,298
                  )
                  
                  
                  (12,664,779
                  )Other
      comprehensive (loss):Unrealized
      gain – available for sale securities
                  
                  
                  -
                  
                  
                  
                  916,649
                  
                  
                  
                  -
                  
                  
                  
                  -Foreign
      currency translation adjustment
                  
                  
                  (880,690
                  )
                  
                  
                  327,939
                  
                  
                  
                  (1,414,943
                  )
                  
                  
                  411,719Comprehensive
      (loss)
                  
                  $
                  (160,247
                  )
                  
                  $
                  (2,085,421
                  )
                  
                  $
                  (2,298,241
                  )
                  
                  $
                  (12,253,060
                  )Basic
      weighted-average shares
                  
                  
                  37,478,649
                  
                  
                  
                  37,224,926
                  
                  
                  
                  37,426,516
                  
                  
                  
                  36,834,445Diluted
      weighted-average shares
                  
                  
                  44,508,726
                  
                  
                  
                  37,224,926
                  
                  
                  
                  37.426,516
                  
                  
                  
                  36,834,445Basic
      earnings (loss) per share
                  
                  $
                  0.02
                  
                  
                  $
                  (0.09
                  )
                  
                  $
                  (0.02
                  )
                  
                  $
                  (0.34
                  )Diluted
      earnings (loss) per share
                  
                  $
                  0.02
                  
                  
                  $
                  (0.09
                  )
                  
                  $
                  (0.02
                  )
                  
                  $
                  (0.34
                  )




The
accompanying notes are an integral part of these financial
statements




2




Creative
Vistas, Inc.


Condensed
Consolidated Statements of Cash Flows


(Unaudited)





Nine months ended September 30,2009
                
                
                2008Operating
      activitiesNet
      cash (used in) operating activities
                
                $
                (860,282
                )
                
                $
                (2,352,174
                )Investing
      activitiesPayment
      for acquisition
                
                
                -
                
                
                
                (300,000
                )Proceeds
      from sales of property and equipment
                
                
                202,455
                
                
                
                48,816Proceeds
      from sales of available for sale securities
                
                
                -
                
                
                
                5,623,933Purchase
      of property and equipment
                
                
                (67,563
                )
                
                
                (1,777,302
                )Net
      cash provided by investing activities
                
                
                134,892
                
                
                
                3,595,447Financing
      activitiesProceeds
      from bank indebtedness
                
                
                507,835
                
                
                
                2,267,274Proceeds
      from term note
                
                
                -
                
                
                
                2,500,000Deferred
      financing cost
                
                
                -
                
                
                
                (219,380
                )Due
      to related parties
                
                
                -
                
                
                
                (385
                )Repayment
      of capital leases
                
                
                (1,324,499
                )
                
                
                (1,268,128
                )Issuance
      of common shares
                
                
                -
                
                
                
                1,260Restricted
      cash
                
                
                -
                
                
                
                52,894Repayment
      of term notes
                
                
                (212,500
                )
                
                
                (957,371
                )Net
      cash provided by (used in) financing activities
                
                
                (1,029,164
                )
                
                
                2,376,164Effect
      of foreign exchange rate changes on cash
                
                
                (439,358
                )
                
                
                45,412Net
      change in cash and cash equivalents
                
                
                (2,193,912
                )
                
                
                3,664,849Cash and cash
      equivalents, beginning of period
                
                
                4,770,337
                
                
                
                1,960,340Cash and cash
      equivalents, end of period
                
                $
                2,576,425
                
                
                $
                5,625,189




The
accompanying notes are an integral part of these financial
statements


3




Creative
Vistas, Inc.


Notes
to Consolidated Condensed Financial Statements


September
30, 2009 (Unaudited)




1.  
         Summary of Accounting
Policies




Basis
of presentation




The
accompanying unaudited condensed consolidated balance sheet as at September 30,
2009, and the consolidated condensed statements of operations and cash flows for
the three month and nine month periods ended September 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.





In
preparing the accompanying financial statements, we have evaluated subsequent
event through November 16, 2009, the issuance date of this Form 10Q, we have
determined that no events or transactions have occurred subsequent to September
30, 2009, which require recognition or disclosure in the financial
statements.





Reclassifications





Certain
amounts from the September 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
$883,298 for the period ended September 30, 2009 and have an accumulated deficit
of $32,241,221 at September 30, 2009.





We have
outstanding term loans aggregating $15,648,024, 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 September 30, 2009,
there were 13,392,983 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.


4


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





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





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




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.




Recent
Accounting Pronouncements





Accounting
Standards Codification - In June, 2009, FASB established the FASB
Accounting Standards Codification (“ASC”) as the single source of authoritative
GAAP.  The ASC is a new structure which took existing accounting
pronouncements and organized them by accounting topic. Relevant authoritative
literature issued by the Securities and Exchange Commission (“SEC”) and select
SEC staff interpretations and administrative literature was also included in the
ASC. All other accounting guidance not included in the ASC is non-authoritative.
The ASC is effective for interim and annual reporting periods ending after
September 15, 2009. The adoption of the ASC did not have an impact on the
Company’s consolidated financial position, results of operations or cash
flows.





Subsequent
Events - In May, 2009, the ASC guidance for subsequent events was updated
to establish accounting and reporting standards for events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued. The update sets forth: (i) the period after the balance sheet
date during which management of a reporting entity should evaluate events or
transactions that may occur for potential recognition or disclosure in the
financial statements, (ii) the circumstances under which an entity should
recognize events or transactions occurring after the balance sheet in its
financial statements, and (iii) the disclosures that an entity should make
about events or transactions occurring after the balance sheet date in its
financial statements. The new guidance requires the disclosure of the date
through which subsequent events have been evaluated. The Company adopted the
updated guidance in 2009. The adoption had no impact on the Company’s
consolidated financial position, results of operations or cash
flows.


5





Fair
Value Accounting - In August 2009, the ASC guidance for fair value
measurements and disclosure was updated to further define fair value of
liabilities. This update provides clarification for circumstances in which:
(i) a quoted price in an active market for the identical liability is not
available, (ii) the liability has a restriction that prevents its transfer, and
(iii) the identical liability is traded as an asset in an active market in
which no adjustments to the quoted price of an asset are required. The updated
guidance is effective for the Company’s interim reporting period beginning
October 1, 2009. The Company is evaluating the potential impact of adopting
this guidance on the Company’s consolidated financial position, results of
operations and cash flows.





Variable
Interest Entities - In June 2009, the ASC guidance for consolidation
accounting was updated to require an entity to perform a qualitative analysis to
determine whether the enterprise’s variable interest gives it a controlling
financial interest in a variable interest entity (“VIE”). This analysis
identifies a primary beneficiary of a VIE as the entity that has both of the
following characteristics: (i) the power to direct the activities of a VIE
that most significantly impact the entity’s economic performance and
(ii) the obligation to absorb losses or receive benefits from the entity
that could potentially be significant to the VIE. The updated guidance also
requires ongoing reassessments of the primary beneficiary of a VIE. The updated
guidance is effective for the Company’s fiscal year beginning January 1,
2010. The Company currently is evaluating the potential impact of adopting this
guidance on the Company’s consolidated financial position, results of operations
and cash flows.





There
were no other accounting standards and interpretations recently issued which are
expected to a have a material impact on the Company's financial position,
results of operations or cash flows.




2.
           Deferred
Financing Costs, Net




Deferred
financing costs, net are associated with the Company’s term notes. For the
period ended September 30, 2009, the amortization of deferred financing cost was
approximately $120,537 (2008 - $159,581).




Cost
                  
                  $
                  1,111,830Accumulated
      amortization
                  
                  
                  (692,432
                  )$
                  419,398




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




Year
                    
                    Amount2009
                    
                    $
                    42,0642010
                    
                    
                    166,9532011
                    
                    
                    143,9632012
                    
                    
                    44,3402013
                    
                    
                    22,078$
                    419,398


3.
            Intangible
      Assets




Cost
                
                
                Accumulated
                  amortization
                
                
                Net book
                  valueCustomer
      relationships
                
                $
                1,626,168
                
                
                $
                1,000,467
                
                
                $
                625,701Trade
      name
                
                
                1,274,768
                
                
                
                1,249,846
                
                
                
                24,922$
                2,900,936
                
                
                $
                2,250,313
                
                
                $
                650,623




Amortization
expense for the nine month period ended September 30, 2009 amounted to $253,238
(2008-$568,557).


6


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 September 30, 2009, the interest rate of the Canadian dollar amount was
3.75%. At September 30, 2009, the borrowings outstanding under both facilities
were $2,307,548.  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 Iview Holding (up
to 20% of the outstanding shares of Iview 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 Holding and 20% of Iview
Holding are accounted for as noncontrolling interests.  Because the
options have not been exercised and Cancable Holding and Iview Holding have
incurred losses, no noncontrolling interests have been recognized at September
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 September 30, 2009, the Company has issued
warrants to purchase up to 2,592,000 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 September 1, 2009.




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.


7




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 September 30, 2009 was $1,096,632 (2008:
$1,052,523).





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
                
                
                1,739,874Company
      Second Notes. interest at 12%, due on June 24, 2013
                
                
                2,500,000Less:
      unamortized discount
                
                
                (1,028,104
                )15,648,024Less:
      current portion
                
                
                7,387,500$
                8,260,524





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




Amount2009
                  
                  $
                  437,5002010
                  
                  
                  6,975,0002011
                  
                  
                  6,763,6282012
                  
                  
                  -2013
                  
                  
                  1,471,896$
                  15,648,024




6.       
     Net Financing Expenses




Nine months ended September 30,2009
              
              
              2008Capital
      leases
              
              $
              475,167
              
              
              $
              417,272Interest
      on credit facility
              
              
              1,096,632
              
              
              
              1,052,523Interest
      on deferred principal repayment of term note
              
              
              155,993
              
              
              
              628,238Warrants
      issued for proposed new financing
              
              
              -
              
              
              
              3,723,565Financing
      cost for the extension for the warrants issued
              
              
              -
              
              
              
              560,735Other
              
              
              38,610
              
              
              
              37,442$
              1,766,402
              
              
              $
              6,419,775





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.).


8




Interest
expense recognized for the nine month period ended September 30, 2009 was
$38,610 (2008 - $37,442).




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. During the period ended September 30, 2009, the Company
issued 13,420 common shares for legal fees with the fair market value of
$1,610.




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 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.


9





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 370,000 shares of
common stock, at prices ranging from $0.26 to $0.63 per share; the options
expire in 2013.





At
September 30, 2009 options to purchase 2,133,000 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 September 30,
2009, there was $121,969 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
September 30, 2009, 1,190,750 options were vested. The cost recognized for the
nine month period ended September 30, 2009 was $10,813 (2008:$304,059) 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%
      -1.82
                      %
                      
                      
                      2.99%
      - 3.41
                      %





A summary
of option activity under the Plan during the period ended September 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
                
                
                370,000
                
                
                $
                0.51
                
                
                
                4.70
                
                
                $
                0.00Exercised
                
                
                -
                
                
                
                -Forfeited
      or expired
                
                
                (1,176,000
                )
                
                $
                2.24
                
                
                
                2.92
                
                
                $
                0.00Outstanding
      at September 30, 2009
                
                
                2,133,000
                
                
                $
                0.60
                
                
                
                2.31
                
                
                $
                0.00Exercisable
      at September 30, 2009
                
                
                1,190,750
                
                
                $
                0.64
                
                
                
                1.86
                
                
                $
                0.00





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 September 30, 2009, in
connection with financing, the Company issued warrants to purchase 864,000
shares of common stock.  The fair market value of the warrants of
$155,993 was measured using the Black-Scholes option pricing model using the
following assumptions: risk free interest rate of 1.41% to 2.19%, expected
dividend yield of 0%, volatility of 140%, exercise prices of $0.16 to $0.27 and
the life of the warrants 4 years.


10




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




Issue Date
                          
                          Expiry Date
                          
                          
                          Number of
                            Warrants
                          
                          
                          Exercise Price
                            Per share
                          
                          
                          Value-issue
                            date
                          
                          Issued for09-30-2004
                          
                          
                          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
                          
                          Financing07-01-2009
                          
                          
                          07-01-2013
                          
                          
                          
                          108,000
                          
                          
                          $
                          0.27
                          
                          
                          $
                          24,105
                          
                          Financing08-01-2009
                          
                          
                          08-01-2013
                          
                          
                          
                          108,000
                          
                          
                          $
                          0.25
                          
                          
                          $
                          22,786
                          
                          Financing09-01-2009
                          
                          
                          09-01-2013
                          
                          
                          
                          108,000
                          
                          
                          $
                          0.16
                          
                          
                          $
                          14,567
                          
                          Financing13,392,983


11


* In May
2008 the Company entered into an amendment to extend the expiry date of Stock
Purchase Warrants issued to Laurus. The expiry dates were extended from 2011 and
2012 to 2016 and 2017 respectively.  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 nine months ended September 30, 2009 the Company derived 89.0% (2008:87.5%)
of its revenue from three customers.  The accounts receivable from
these customers comprised 68.8% (2008: 50.2%) of the total trade receivable.




10.          Segment
Information




We
determine and disclose our segments in accordance with codification “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.




12




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.




September 30, 2009
                
                
                September 30, 2008Sales:Cancable
                
                $
                24,038,095
                
                
                $
                31,073,071AC
      Technical
                
                
                5,381,474
                
                
                
                6,052,378Iview
                
                
                77,713
                
                
                
                214,929Creative
      Vistas, Inc.
                
                
                101,160
                
                
                
                30,419Consolidated
      Total
                
                $
                29,598,442
                
                
                $
                37,370,797Depreciation
      and amortization:Cancable
                
                $
                1,975,213
                
                
                $
                1,802,743AC
      Technical
                
                
                26,616
                
                
                
                30,399Iview
                
                
                26,561
                
                
                
                14,112Consolidated
      Total
                
                $
                2,028,390
                
                
                $
                1,847,254INTEREST
      EXPENSES:Cancable
                
                $
                1,091,242
                
                
                
                901,751Iview
                
                
                93,392
                
                
                
                104,423AC
      Acquisition
                
                
                38,610
                
                
                
                37,443Creative
      Vistas, Inc.
                
                
                543,158
                
                
                
                5,376,158CONSOLIDATED
      TOTAL
                
                $
                1,766,402
                
                
                $
                6,419,775Net
      (Loss):Cancable
                
                $
                (926,396
                )
                
                $
                (4,886,837
                )AC
      Technical
                
                
                477,042
                
                
                
                576,359Iview
                
                
                (26,739
                )
                
                
                (275,428
                )AC
      Acquisition
                
                
                (38,610
                )
                
                
                (37,443
                )Corporate
      (1)
                
                
                (368,595
                )
                
                
                (8,041,430
                )Consolidated
      Total
                
                $
                (883,298
                )
                
                $
                (12,664,779
                )TOTAL
      ASSETSCancable
                
                $
                11,778,753
                
                
                $
                16,709,205AC
      Technical
                
                
                3,320,309
                
                
                
                3,350,045Iview
                
                
                893,422
                
                
                
                1,280,234Creative
      Vistas, Inc.
                
                
                1,964,068
                
                
                
                7,960,273Consolidated
      Total
                
                $
                17,956,552
                
                
                $
                29,299,757CAPITAL
      ASSETSCancable
                
                $
                6,310,494
                
                
                $
                9,345,536AC
      Technical
                
                
                763,066
                
                
                
                783,252Iview
                
                
                69,346
                
                
                
                97,542Consolidated
      Total
                
                $
                7,142,906
                
                
                $
                10,226,330CAPITAL
      EXPENDITURESCancable
                
                $
                43,398
                
                
                $
                6,369,888AC
      Technical
                
                
                19,759
                
                
                
                14,350Iview
                
                
                4,406
                
                
                
                113,534CONSOLIDATED
      TOTAL
                
                $
                67,563
                
                
                $
                6,497,772




(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.


13


Revenues
by geographic destination and product group were as follows:





September 30, 2009
                      
                      
                      September 30, 2008Contract
                      
                      $
                      4,368,893
                      
                      
                      $
                      5,022,254Service
                      
                      
                      25,217,432
                      
                      
                      
                      32,299,736Others
                      
                      
                      12,117
                      
                      
                      
                      48,807Total sales to external
      customers
                      
                      $
                      29,598,442
                      
                      
                      $
                      37,370,797





Revenue
generated by the Company in Canada and the United States was $24,169,306
(2008:$33,910,653) and $5,429,136 (2008: $3,460,144),
respectively.


14





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 September 30, 2009


to
Period Ended September 30, 2008




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




Sales:  Sales
for the three month period ended September 30, 2009 totaled $11,322,400,
compared to $13,994,600 for the same period in 2008, representing a decrease of
19.1%.  The decrease in revenue was mainly due to the decline in
service revenue of Cancable Segment to $8,889,600 for the three month period
ended September 30, 2009 from $11,805,300 for the same period in
2008.




(a)
Cancable Segment – This segment includes Cancable Inc., Cancable, Inc., XL
Digital and 2141306 Ontario Inc. (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 third quarter of fiscal
2009 from the Cancable segment was $8,889,600 as compared to $11,805,300 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. Rogers Cable Inc. is
Cancable Group’s largest customer and the revenue from this customer for the
three month period ended September 30, 2009 was $5,371,300 or 60.4% of total
Cancable revenue compared to $7,338,600 or 62.2% for the same period of fiscal
2008. Total revenue generated in the United States for the third quarter of
fiscal 2009 was $1,702,800 compared to $2,242,500 for the same period in 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 $2,401,900 for the three month period ended September 30,
2009 compared to $2,047,900 for the same period of fiscal
2008.    Contract revenue was $2,010,400 for the third
quarter of fiscal 2009 compared to $1,648,500 for the same period of fiscal
2008.  The service revenue was $391,500 for the three months ended
September 30, 2009, compared to $399,400 for the same period of fiscal
2008.




Direct Expenses (excluding
depreciation):  Direct expenses as a percentage of revenue for
the three months ended September 30, 2009 were $8,187,500 or 72.3% of revenues
compared to $11,252,800 or 80.4% of revenues for same period in 2008. The direct
expenses for the three month period ended September 30, 2008 were higher which
was driven predominantly by the initial training and set up cost of developing
the Company’s business in the United States. (a) Cancable segment – Direct
expenses of this segment were $6,920,200 for the three months ended September
30, 2009 which is comprised principally of labor expenses of $5,390,900, vehicle
expenses of $504,200 and material cost of $516,700.  (b) AC Technical
segment – Direct expenses of this segment were $1,246,100. The material cost was
$873,200 or 36.4% of the AC Technical revenue for the three months ended
September 30, 2009 compared to $626,200 or 30.6% of revenues in the
corresponding period of fiscal 2008. The increase in percentage of material
costs was attributable to some contracts having more material needs. On the
other hand, the labor and subcontractor cost decreased to $347,000 or 14.4% of
AC Technical revenues for the three months ended September 30, 2009 compared to
$428,900 or 20.9% 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.


15




Project cost: Project
cost was decreased to $229,520 or 2.0% of revenue for the three months ended
September 30, 2009, compared to $269,300 or 1.9% 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
$146,900 in the third quarter of fiscal 2009 compared to $156,600 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
$55,800 for the three months ended September 30, 2009 compared to $78,500 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 $205,200 or 1.8% of revenues for the third quarter of fiscal
2009 compared to $259,400 or 1.9% of revenues for the same period in 2008.
Selling expenses were mainly related to AC Technical segment.  The
balance for the three months ended September 30, 2009 is mainly comprised of
salaries and commission to salespersons of $102,300 compared to $142,800 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 $17,600 in the third quarter of fiscal 2009 compared to $23,600
for the same period of fiscal 2008 with no material fluctuation.




General and administrative
expenses: General and administrative expenses were $1,370,400 or 12.1% of
revenues for the third quarter of fiscal 2009, compared to $2,745,500 or 19.6%
for the same period in 2008, representing a decrease of $1,375,100. The balance
for the three months ended September 30, 2009 was mainly comprised of $123,800
of professional fees related to preparation of the quarterly reports and other
corporate matters compared to $114,500 in 2008. In addition, investor relations
expenses amounted to $30,000 for the third quarter of fiscal 2009 compared to
$413,200 for the same period of fiscal 2008.  Total salaries and
benefits to administrative staff were $784,700 for the third quarter of fiscal
2009 compared to $1,295,100 for the same period of 2008. The year-over-year
decrease in general and administration expenses primarily reflected a focused
cost reduction program across the Company. The higher amount in 2008 was
attributable to additional staff hired for the expansion of new business
development in the United States.




Depreciation: Total
depreciation of property plant and equipment was $657,000 for the third quarter
of fiscal 2009 compared to $728,500 for the same period in 2008 with no material
fluctuation.




Amortization of Intangible
Assets: Amortization of customer relationships and trade name was $86,500
for the three months ended September 30, 2009 compared to $188,600 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 September 30, 2009 were $(134,200) or 1.2% of revenues
compared to net expenses of $1,880,500 or 13.4% 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 $41,000 compared to $69,700 for
the same period of fiscal 2008.  Additionally, net financing expenses
decreased to $585,700 or 5.2% of revenues compared to $603,400 or 4.3% of
revenues for the same period of 2008.  The interest due with respect
to the Company’s credit facility was $376,300 for the three months ended
September 30, 2009 compared to $421,100 for the same period in
2008.  In addition, the Company issued 324,000 warrants with a value
of $61,500 to defer principal repayment. There was no such balance for the same
period of fiscal 2008. During the third quarter of fiscal 2008, the Company sold
common stock of 180 Connect Inc. for an aggregate of $5,623,900. The realized
loss on disposal of this investment was $822,900 and there was no such balance
in the third quarter of fiscal 2009. Additionally, the foreign currency
translation gain for this quarter was $760,900 compared to a foreign currency
translation loss of $384,500 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 September
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.




Net
Income/Loss:  Net income for the third quarter of fiscal 2009
was $720,400 compared to a net loss of $3,330,000 for the same period in 2008.
The Company’s operating income was $586,200 for the three months ended September
30, 2009 compared to an operating loss of $1,449,500 for the same period of
2008.


16




Results
of Operations


Comparison
of Nine Month Period Ended September 30, 2009


to
Period Ended September 30, 2008




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




Sales:  Sales
for the nine month period ended 2009 was $29,598,400, compared to $37,370,800
for the nine month period ended 2008, representing a decrease of
20.8%.  The decline in revenue was primarily due to the decrease in
service revenue of Cancable Segment to $24,038,100 for the nine month period
ended 2009 from $31,073,100 for the same period in 2008.




(a)
Cancable Segment - This segment includes Cancable Inc., Cancable, Inc., XL
Digital and 2141306 Ontario Inc. (collectively, “Cancable
Group”).  Total revenue of this segment for the nine month period
ended 2009 was $24,038,100 compared to $31,073,100 for the same period in fiscal
2008.  The decrease was attributable to the exchange rate fluctuation
as well as the weakened economy.   Total revenue generated in the
United States in the first nine month period ended 2009 was $5,429,100 compared
to $3,460,100 for the same period of last year.Rogers
Cable Inc. is Cancable Group’s largest customer and the revenue from this
customer for the nine month period ended September 30, 2009 was approximately
$13,571,900 or 56.5% of total Cancable revenue compared to $20,685,200 or 66.6%
for the nine months ended September 30, 2008. (b) AC Technical segment - Total
revenue of AC Technical segment was $5,381,400 for the nine months ended
September 30, 2009 compared to $6,052,400 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 $4,368,900 for the nine months ended September 30, 2009
compared to $5,022,300 for the same period of fiscal 2008.  Service
revenue decreased to $1,018,500 for the nine months ended September 30, 2009
from $1,226,700 for the same period of fiscal 2008.




Direct Expenses (excluding
depreciation):  Direct expenses for the nine months ended
September 30, 2009 were $22,116,300 or 74.7% of revenues compared to $29,313,100
or 78.4% of revenues for the nine month period ended September 30,
2008.  (a) Cancable segment – Cost of sales of this segment was
$19,312,500 for the nine months ended September 30, 2009 which is mainly
comprised of labor expenses of $14,928,300, vehicle expenses of $1,431,800 and
material cost of $1,427,200.  (b) AC Technical segment – Cost of sales
of this segment was $2,746,800. The material cost was $1,752.100 or 32.6% of the
AC Technical revenue for the nine months ended September 30, 2009 compared to
$1,753,900 or 29.0% of revenues in the same period of fiscal 2008. The increase
in percentage of the material cost was mainly due to some contracts requiring
more materials. On the other hand, the labor and subcontractor cost decreased to
$944,000 or 17.5% of AC Technical revenues for the nine months ended September
30, 2009, from $1,184,700 or 19.6% of AC Technical revenues for the nine months
ended September 30, 2008. The decrease in the labor and subcontractor cost was
due to the decline in revenue.




Project cost: Project
cost was $666,700 or 2.3% of revenue for the nine months ended September 30,
2009, compared to $861,400 or 2.3% 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 $437,300 for
the nine months ended September 30, 2009, compared to $528,600 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
$159,400 for the nine month period ended September 30, 2009 compared to $203,100
for the same period of fiscal 2008.  There was no material fluctuation
of automobile and travel expenses for two fiscal years.




Selling expenses:
Selling expenses were $610,900 or 2.1% of revenues for the nine month period
ended 2009 compared to $739,400 or 2.0% of revenues for the same period of
fiscal 2008. Selling expenses were mainly related to the AC Technical
segment.  The balance for the nine months ended September 30,
2009 is mainly comprised of salaries and commissions to salespersons of $298,200
compared to $426,600 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 $70,200 for the nine months
ended September 30, 2009, and $91,300 for the same period of fiscal
2008.  There was no material fluctuation of advertising, promotion and
trade show expenses for two fiscal years.


17




General and administrative
costs: General and administrative costs were $4,193,900 or 14.2% of
revenues for the nine month period ended September 30, 2009 compared to
$8,783,300 or 23.5% for the same period of fiscal 2008. The balance for the nine
month period ended September 30, 2009, is comprised of $396,557 of
professional fees related to fees for the quarterly reports and other corporate
matters compared to $466,900 for the same period of 2008. The investor relations
expenses decreased to $120,000 for the nine month period ended September 30,
2009, compared to $908,700 for the same period last year.  Total
salaries and benefits to administrative staff decreased to $2,015,500 for the
nine month period ended September 30, 2009 compared to $4,668,900 for the same
period last year. The year-over-year decrease in general and administration
expenses was primarily the result of cost reductions across the Company. The
total number of administrative staff decreased compared to the same period of
fiscal 2008.




Depreciation: Total
depreciation of property plant and equipment was $2,028,400 for the nine month
period ended September 30, 2009 compared to $1,847,300 for the same period in
2008.




Amortization of Intangible
Assets: Amortization of customer relationships and trade name was
$253,200 for the nine months ended September 30, 2009 compared to $568,600 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 nine months
ended September 30, 2009, was $612,400 or 2.1% of revenues compared to net
expenses of $7,922,500 or 21.2% 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 $120,500 compared to $159,600 for
the same period of fiscal 2008.   Additionally, net financing
expenses decreased to $1,766,400 or 6.0% of revenues compared to $6,419,800 or
17.2% 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 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 $1,096,600 for the nine
months ended September 30, 2009 compared to $1,052,500 in the same period of
2008.




Income
taxes:  No income tax was paid for the period ended September
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 nine months ended
September 30, 2009 was $883,300 compared to net loss of $12,664,800 for the
nine month period ended September 30, 2008. The Company’s operating loss was
$270,900 for the nine months ended 2009 compared to operating loss of $4,742,200
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 September 30, 2009, we had $2,576,400 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
$860,300 for the nine months ended September 30, 2009. The changes in operating
assets and liabilities resulted in a use of cash of $1,568,700, which included a
$602,900 increase in accounts receivable, a $131,300 decrease in inventory, a
$155,500 decrease in prepaid expenses, a $1,133,900 decrease in accounts
payable, a $108,000 increase in income tax recoverable and a $10,700 decrease in
deferred revenue.


18


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




Accounts
Receivable




Our
accounts receivable increased by approximately $795,900 compared to the balance
as at December 31, 2008. Accounts receivable of the Cancable segment were
$3,600,600 as at September 30, 2009 compared to $2,912,200 as at December 31,
2008.  Accounts receivable of the AC Technical segment were $1,635,500
as at September 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 September 30, 2009 was $793,400 compared to $829,300 as at December
31, 2008. The inventory of the Cancable segment as at September 30, 2009 was
$233,900 compared to $319,600 as at December 31, 2008.   The
inventory of AC Technical segment as at September 30, 2009 was $444,300 compared
to $421,700 as at December 31, 2008.




Accounts Payable and Accrued
Liabilities




Accounts
payable decreased to approximately $4,882,100 as at September 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 was $122,200 as at September 30, 2009 compared to $118,600 as at
December 31, 2008. 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
$134,900 for the nine months ended September 30, 2009, compared to $3,595,400
provided for the nine months ended September 30, 2008.  Last year’s
balance included proceeds from the sales of common stock of 180 Connect Inc. in
the amount of $5,623,900. Total purchase of property and equipment of the
Company for the nine month period ended September 30, 2008 was $1,777,300
compared to $67,600 for the same period in fiscal 2009. Additionally, the
Company paid $300,000 for the acquisition of XL Digital in the nine month period
ended September 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 $1,029,200 for the nine months ended September 30, 2009 compared to net cash
provided of $2,376,200 for the nine months ended September 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 $2,267,300 and the Company’s issuance of a term
note to LV Administrative Services, Inc. in the amount of $2,500,000 with total
financing cost of $167,380.  The net proceeds from this term note were
$2,332,620.  The balance was offset with the repayment of term notes
and capital leases in the amount of $2,225,500.


19


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.





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




Accounting
Standards Codification - In June, 2009, FASB established the FASB
Accounting Standards Codification (“ASC”) as the single source of authoritative
GAAP.  The ASC is a new structure which took existing accounting
pronouncements and organized them by accounting topic. Relevant authoritative
literature issued by the Securities and Exchange Commission (“SEC”) and select
SEC staff interpretations and administrative literature was also included in the
ASC. All other accounting guidance not included in the ASC is non-authoritative.
The ASC is effective for interim and annual reporting periods ending after
September 15, 2009. The adoption of the ASC did not have an impact on the
Company’s consolidated financial position, results of operations or cash
flows.





Subsequent
Events - In May, 2009, the ASC guidance for subsequent events was updated
to establish accounting and reporting standards for events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued. The update sets forth: (i) the period after the balance sheet
date during which management of a reporting entity should evaluate events or
transactions that may occur for potential recognition or disclosure in the
financial statements, (ii) the circumstances under which an entity should
recognize events or transactions occurring after the balance sheet in its
financial statements, and (iii) the disclosures that an entity should make
about events or transactions occurring after the balance sheet date in its
financial statements. The new guidance requires the disclosure of the date
through which subsequent events have been evaluated. The Company adopted the
updated guidance in 2009. The adoption had no impact on the Company’s
consolidated financial position, results of operations or cash
flows.





Fair
Value Accounting - In August 2009, the ASC guidance for fair value
measurements and disclosure was updated to further define fair value of
liabilities. This update provides clarification for circumstances in which:
(i) a quoted price in an active market for the identical liability is not
available, (ii) the liability has a restriction that prevents its transfer, and
(iii) the identical liability is traded as an asset in an active market in
which no adjustments to the quoted price of an asset are required. The updated
guidance is effective for the Company’s interim reporting period beginning
October 1, 2009. The Company is evaluating the potential impact of adopting
this guidance on the Company’s consolidated financial position, results of
operations and cash flows.





Variable
Interest Entities - In June 2009, the ASC guidance for consolidation
accounting was updated to require an entity to perform a qualitative analysis to
determine whether the enterprise’s variable interest gives it a controlling
financial interest in a variable interest entity (“VIE”). This analysis
identifies a primary beneficiary of a VIE as the entity that has both of the
following characteristics: (i) the power to direct the activities of a VIE
that most significantly impact the entity’s economic performance and
(ii) the obligation to absorb losses or receive benefits from the entity
that could potentially be significant to the VIE. The updated guidance also
requires ongoing reassessments of the primary beneficiary of a VIE. The updated
guidance is effective for the Company’s fiscal year beginning January 1,
2010. The Company currently is evaluating the potential impact of adopting this
guidance on the Company’s consolidated financial position, results of operations
and cash flows.


20




There
were no other accounting standards and interpretations recently issued which are
expected to a have a material impact on the Company's financial position,
results of operations or cash flows.





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.




21


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 September 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.




Management’s
assessment of internal control over financial reporting as of December 31, 2008
was included in Form 10-K filed on March 31, 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 fiscal
quarter ended September 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




22




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, CEODated:  November
      16, 2009


23