##### 



SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 20-F
 o
    
    Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of
1934
 OR
 þ
    
    Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended September 30, 2005
 OR
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period fromto
 OR
 o
    
    Shell company report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934.
 Date
of event requiring this shell company report
 Commission
file number 0-30082
 ENVOY COMMUNICATIONS GROUP INC.
  
   
   
     
   
    
   þ o
  þ o
 o þ
 o þ
 If this is an annual or transition report, indicate by check mark if the Registrant is not
required to file reports pursuant to 13 or 15 (d) of the Securities Exchange Act of 1934 from
their obligations under these Sections. o þ




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TABLE OF CONTENTS
 PART I
 Item 1.
    
    Identity of Directors, Senior Management and AdvisersItem 2.
    
    Offer Statistics and Expected TimetableItem 3.
    
    Key InformationItem 4.
    
    Information on the CompanyItem 4A.
    
    Unresolved Staff CommentsItem 5.
    
    Operating and Financial Review and ProspectsItem 6.
    
    Directors, Senior Management and EmployeesItem 7.
    
    Major Shareholders and Related Party TransactionsItem 8.
    
    Financial InformationItem 9.
    
    The Offer and ListingItem 10.
    
    Additional InformationItem 11.
    
    Quantitative and Qualitative Disclosures About Market RiskItem 12.
    
    Description of Securities Other than Equity SecuritiesPART IIItem 13.
    
    Defaults, Dividend Arrearages and DelinquenciesItem 14.
    
    Material Modifications to the Rights of Security Holders and Use of ProceedsItem 15.
    
    Controls and ProceduresItem 16A
    
    Audit Committee Financial ExpertItem 16B
    
    Code of EthicsItem 16C
    
    Principal Accountant Fees and ServicesItem 16D
    
    Exemptions from the Listing Standards for Audit CommitteesItem 16E
    
    Purchase of Equity Securities by the Issuer and Affiliated PurchasesPART IIIItem 17.
    
    Financial StatementsItem 18.
    
    Financial StatementsItem 19.
    
    ExhibitsSignaturesExhibit Index




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PART I
 Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
  Item 1. OFFER STATISTICS AND EXPECTED TIMETABLE
  Item 2. KEY INFORMATION
 A. Selected Financial Data 1




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Fiscal Years Ended September 30,
    
    2005(2)
    
    2004(3)
    
    2003(4)
    
    2002(5)
    
    2001(6)(all amounts in thousands, exceptper share data)Statement of Operations Data:Net Revenue
    
    $
    43,157
    
    
    $
    36,964
    
    
    $
    37,742
    
    
    $
    54,845
    
    
    $
    79,687Earnings (Loss) From Continuing
Operations
    
    
    4,140
    
    
    
    (2,680
    )
    
    
    2,483
    
    
    
    (53,038
    )
    
    
    (2,788
    )Earnings(Loss) From Discontinued
Operations
    
    
    1,802
    
    
    
    (426
    )
    
    
    55
    
    
    
    (341
    )
    
    
    (107
    )Earnings (Loss) From Continuing
Operations Basic Earnings Per Share
    
    
    0.19
    
    
    
    (0.16
    )
    
    
    0.57
    
    
    
    (12.63
    )
    
    
    (0.67
    )Earnings (Loss) From Continuing
Operations Diluted Earnings Per Share
    
    
    0.19
    
    
    
    (0.16
    )
    
    
    0.42
    
    
    
    (12.63
    )
    
    
    (0.67
    )Net (Loss) Earnings 7
    
    
    5,942
    
    
    
    (3,106
    )
    
    
    2,538
    
    
    
    (53,379
    )
    
    
    (2,895
    )Net Earnings (Loss) Per
Share 7 Basic
    
    
    0.27
    
    
    ($
    0.18
    )
    
    $
    0.58
    
    
    ($
    12.71
    )
    
    ($
    0.70
    )Net Earnings (Loss)Earnings Per
Share 7 Diluted
    
    $
    0.27
    
    
    ($
    0.18
    )
    
    $
    0.43
    
    
    ($
    12.71
    )
    
    ($
    0.70
    )
 
 1
    
    The consolidated financial statements of Envoy have been prepared by
management in accordance with Canadian Generally Accepted Accounting Principles (Canadian GAAP)
which vary in certain significant respects from U.S. Generally Accepted Accounting Principles
(U.S. GAAP). Reconciliation to U.S. GAAP is set forth in Note 24 to the Notes to the
Consolidated Financial Statements. The following would be the adjustments under U.S. GAAP to the
information provided above as an increase (decrease) to: Net Revenue 2005 $nil, 2004 $nil, 2003
($3,387), 2002 ($15,825), and 2001 ($34,683);Earnings (loss) from continuing operations 2005 $344,
2004 $(464), 2003 ($4,025), 2002 $37,488, and 2001 ($208); Earnings(Loss) from continuing
operations earnings per share basic 2005 $0.02, 2004 $(0.02), 2003 (0.93), 2002 $8.93, and 2001
$(0.05); Earnings (Loss) from continuing operations earnings per share diluted 2005 $0.01, 2004
$(0.02), 2003




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$(0.79), 2002 $8.93, and 2001 $(0.05); Net (Loss) earnings 2005 $344 2004 $(464),2003 $67, 2002
$(3), and 2001 $935; and Net (Loss) Earnings per share basic 2005 $0.02, 2004 $(0.03), 2003 $0.02,
2002 $nil, and 2001 ($0.22); Net (Loss) per share diluted 2005 $ 0.02, 2004 $(0.03,) 2003 $0.17,
2002 $nil, and 2001 ($0.22).Effective May 1, 2003, Envoy uses the provisions of the Canadian Institute of Chartered Accountants
Handbook (the CICA Handbook) Handbook section 3475, Disposal of long-lived assets and
discontinued operations. The results of operations of a business that has either been disposed
of, or is held for sale, is reported as discontinued operations if the operations and cash flows of
the component have been (or will be) eliminated from the Companys ongoing operations, and the
Company will not have any significant continuing involvement in the operations of the component
after the disposal transaction. The results of discontinued operations, less applicable taxes are
reported as a separate element of income or loss before extraordinary items for both current and
prior periods. For businesses that were disposed of prior to the adoption of these new standards,
Envoy includes the results of their operations in the comparative financial results.At a meeting held on August 14, 2003, the Companys shareholders approved the consolidation of the
Companys common shares on the basis to be determined by its board of directors (not to exceed a
ratio of 1 for 10). On January 15, 2005, the Companys board of directors approved the
consolidation of the common shares (a reverse stock split) on the basis of 1 for 5. On January 21,
2005 the Company filed Articles of Amendment consolidating its common shares on the basis of 1 new
common share for every 5 common shares outstanding. Outstanding shares and earnings per share
figures for all periods presented have been adjusted to give effect to the share consolidation.
Information on the number of shares outstanding, and stock options are disclosed on a
post-consolidation basis. As at September 30,(all amounts in thousands)
    
    2005
    
    2004
    
    2003
    
    2002
    
    2001Balance Sheet Data:Current Assets
    
    $
    44,759
    
    
    $
    59,432
    
    
    $
    18,844
    
    
    $
    27,447
    
    
    $
    51,138Total Assets
    
    
    82,951
    
    
    
    88,880
    
    
    
    37,967
    
    
    
    49,174
    
    
    
    113,850Total Debt8
    
    
    361
    
    
    
    659
    
    
    
    11,425
    
    
    
    14,795
    
    
    
    11,928Shareholders Equity9
    
    
    73,555
    
    
    
    76,891
    
    
    
    12,359
    
    
    
    9,779
    
    
    
    61,319Retained (Deficit) Earnings10
    
    
    (42,403
    )
    
    
    (48,344
    )
    
    
    (45,237
    )
    
    
    (47,776
    )
    
    
    5,508




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2
    
    The exchange rate utilized with respect to the Statement of Operations Data for
the fiscal year ended September 30, 2005 of Watt Gilchrist Limited (Gilchrist) is £1.00 to
$2.2641. and with respect to the Balance Sheet Data of Gilchrist is £1.00 to $2.0648 . The
exchange rate utilized with respect to the Statements of Operations Data for the fiscal year ended
September 30, 2005 of Parker Williams Design Limited (PWD) is £1.00 to $2.2428 Cdn. The exchange
rate utilized with respect to the Balance Sheet Data of PWD is £1.00 to $2.0648 Cdn. Except as set
forth in footnotes 5, 6 and 7, no other acquisitions by Envoy materially affect the comparability
of the information in the Selected Financial Data.3
    
    The exchange rate utilized with respect to the Statement of Operations Data for the
fiscal year ended September 30, 2004 of Gilchrist is £1.00 to $2.3759 and with respect to the
Balance Sheet Data of Gilchrist is £1.00 to $2.2878. Except as set forth in footnotes 5, 6 and 7,
no other acquisitions by Envoy materially affect the comparability of the information in the
Selected Financial Data.4
    
    The exchange rate utilized with respect to the Statement of Operations Data for the
year ended September 30, 2003 of Gilchrist is £1.00 to $2.3425 and with respect to the Balance
Sheet Data of Gilchrist is £1.00 to $2.2448. The exchange rate utilized with respect to the
Statement of Operations Data of US activities is $1.00 U.S. to $1.4635 and with respect to the
Balance Sheet Data of US activities is $1.00 U.S. to $1.3499. Except as set forth in footnotes 5,
6 and 7, no other acquisitions by Envoy materially affect the comparability of the information in
the Selected Financial Data. During fiscal 2003, Envoy disposed of a number of subsidiaries
including Sage Information Consultants Inc.Sage, Devlin Multimedia Inc. (Devlin) and Hampel
Stefanides Inc. (Hampel) as described in Notes 16 and 17 to the consolidated financial
statements.5
    
    The exchange rate utilized with respect to the Statement of Operations Data for the
fiscal year ended September 30, 2002 of Gilchrist is £1.00 to $2.3119 Cdn. and with respect to the
Balance Sheet Data of Gilchrist is £1.00 to $2.4894. The exchange rate utilized with respect to
the Statement of Operations Data of Hampel is $1.00 U.S. to $1.5731 Cdn. and with respect to the
Balance Sheet Data of Hampel is $1.00 U.S. to $1.5872. Except as set forth in footnotes 4, 5 and
6, no other acquisitions by Envoy materially affect the comparability of the information in the
Selected Financial Data. During fiscal 2003, Envoy disposed of a number of subsidiaries including
Sage Information Consultants Inc. (Sage), Devlin Multimedia Inc. (Devlin) and Hampel
Stefanides Inc. (Hampel) as described in Notes 16 and 17 to the Consolidated Financial
Statements.




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6
    
    The Statement of Operations Data for the fiscal year ended September 30, 2001 includes
the results of operations of The International Design Group (IDG), acquired effective as of
January 1, 2001, for the nine month period from January 1, 2001 to September 30, 2001. See Item 4
Information on the Company for a description of this acquisition. The exchange rate utilized
with respect to the Statement of Operations Data of Gilchrist is £1.00 to $2.2122 Cdn. and with
respect to the Balance Sheet Data of Gilchrist is £1.00 to $2.3264 Cdn. The exchange rate utilized
with respect to the Statement of Operations Data of Hampel is US$1.00 U.S. to $1.5785 and with
respect to the Balance Sheet Data of Hampel is US$1.00 to $1.5352. Except as set forth in
footnotes 4, 5 and 6, no other acquisitions by Envoy materially affect the comparability of the
information in the Selected Financial Data.7
    
    As reflected in Note 24 to the Consolidated Financial Statements, the net earnings
(loss) from continuing operations for the fiscal years ended September 30, 2005, 2004, 2003, and
2002 were $4,484, ($3,145),($1,576)and ($15,878) respectively under U.S. GAAP. The net earnings
(loss) for the fiscal years ended September 30, 2005, 2004, and 2003 was $6,286, ($3,571) and
$2,606 respectively under U.S. GAAP. The diluted net earnings (loss) per share for the years ended
September 30, 2005, 2004, 2003, 2002 and 2001 was $0.29, ($0.21), $0.60, ($12.71) and ($0.91),
respectively under U.S. GAAP.As described above and in Note 12 to the Consolidated Financial Statements, on January 21,
2005 Envoy filed Articles of Amendment consolidating its common shares on the basis of 1 new common
share for every 5 common shares outstanding. Outstanding shares and earnings per share figures for
all periods presented have been adjusted to give effect to the share consolidation.8
    
    Total debt includes both the current and long term portion of debt.9
    
    As reflected in Note 24 to the Consolidated Financial Statements, the
shareholders equity as at September 30, 2005 and 2004 was $73,550, and $77,066, respectively
under U.S. GAAP. Total assets as of September 30, 2005, 2004, 2003, 2002,and 2001, under U.S. GAAP
would include the unrealized gain on securities for sale of ($6), $174, $nil, $nil, and $nil,
respectively10
    
    Retained earnings as of September 30, 2005, 2004, 2003, 2002, and 2001, excludes the
cumulative foreign currency translation adjustment of ($2,153), 74, ($236), $1,348, and $833 and
respectively. See Note 2(g) to the Notes to the audited Financial Statements of Envoy.




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Exchange Rates
  Fiscal Year Ended September 30,2005
    
    2004
    
    2003
    
    2002
    
    2001Average*
    
    
    1.2171
    
    
    $
    1.2034
    
    
    $
    1.4553
    
    
    $
    1.5731
    
    
    $
    1.5353
   For the Month EndedNovember
    
    October
    
    September
    
    August
    
    July
    
    June2005
    
    2005
    
    2005
    
    2005
    
    2005
    
    2005High
    
    
    1.1960
    
    
    
    1.1887
    
    
    
    1.1880
    
    
    
    1.2185
    
    
    
    1.2437
    
    
    
    1.2578Low
    
    
    1.1656
    
    
    
    1.1657
    
    
    
    1.1607
    
    
    
    1.1888
    
    
    
    1.2048
    
    
    
    1.2256
 B. Capitalization and Indebtedness
   C. Reasons for the Offer and Use of Proceeds
  D. Special Note Regarding Forward-Looking Statements




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E. Risk factors
 Envoys business, financial condition and results of operations could be materially adversely
affected by any of the following risks. In addition, risk and uncertainties not currently known to
the Company or that the Company currently deems to be immaterial may also materially and adversely
affect its business.
 Risks Related to Envoys Business and Industry
   Fiscal Year EndedClient
    
    September 30, 2005ASDA Stores Limited
    
    
    33
    %Safeway Brands Inc.
    
    
    13
    %Wal-Mart Stores Inc.
    
    
    12
    %Five largest clients combined
    
    
    65
    %




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The Company is dependent on its key personnel.
  The Company is exposed to the risks of doing business internationally.
  
    
    currency exchange rate fluctuations;
    
    restrictions on repatriation of earnings; and
    
    changes in the political or economic conditions of a specific country or region,
particularly in emerging markets.
  Currency exchange rate fluctuations could adversely affect the Companys results of operations.
  Market rate fluctuations could adversely affect the Companys results of operations.




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The Company may be unsuccessful in evaluating material risks involved in completed and future
acquisitions.
  The Company may be unsuccessful in integrating any acquired operations with its existing
businesses.
  The Company is subject to credit risk.
  The Company may need to raise additional capital to grow its business, which it may not be able to
do.




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The Company is subject to recessionary economic cycles.
  The Company may be subject to certain regulations that could restrict the Companys activities.
 Government Regulations
 The Company competes for clients in a highly competitive industry, which may reduce market share
and decrease profits.




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Risks Related to the Companys Common Shares
 Because the Company is a Canadian company, it may be difficult to enforce liabilities against the
Company based solely upon the federal securities laws of the United States.
  The Company is a Passive Foreign Investment Company, which may have adverse tax consequences for
the Companys shareholders in the United States.
  Item 4. INFORMATION ON THE COMPANY
   10%




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A. History and Development of the Company




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B. Business Overview
 Services in the Envoy Group
    Fiscal 2005
    
    Fiscal 2004
    
    Fiscal 2003Net revenue:Marketing
    
    
    
    
    
    
    
    
    
    $
    3,137Consumer and retail branding
    
    $
    43,157
    
    
    
    36,964
    
    
    
    34,313Technology
    
    
    
    
    
    
    
    
    
    
    29243,157
    
    
    $
    36,964
    
    
    $
    37,742
  Fiscal 2005
    
    Fiscal 2004
    
    Fiscal 2003Net revenue:Canada
    
    
    5,717
    
    
    $
    2,075
    
    
    $
    2,317United States
    
    
    14,515
    
    
    
    14,165
    
    
    
    18,150United Kingdom and
Continental Europe
    
    
    22,925
    
    
    
    20,724
    
    
    
    17,275$
    43,157
    
    
    $
    36,964
    
    
    $
    37,742
 Our Strategic Direction




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2003
  Pursue Strategic Acquisitions.




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Industry Overview
      2004




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C. Organizational Structure
  %of
    
    Jurisdiction ofCompany
    
    Ownership
    
    IncorporationWatt
International Inc.
Watt Gilchrist Limited
Parker Williams Design
Limited
    
    100
100
65
    
    Ontario
United Kingdom
United Kingdom
 D. Property, Plants and Equipment




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th th




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Item 4A. Unresolved Staff Comments
  Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
 The following discussion should be read in conjunction with, and is qualified in its entirety
by, the Consolidated Financial Statements of Envoy and notes relating thereto included as item 17
in this Form 20-F . The information contained in this Item 5 refers to Financial Statements of
Envoy, which are presented in Canadian dollars and are prepared in accordance with Canadian GAAP .
Canadian GAAP differs in certain significant respects from U.S. GAAP. Reconciliation to U.S. GAAP
is set forth in Note 24 to the Notes to the Consolidated Financial Statements. Historical results
of operations, percentage relationships and any trends that may be inferred therefrom are not
necessarily indicative of the operating results of any future period.
 Overview
 Net Revenue .
 (i)
    
    deferred revenue representing only fees billed and collected in advance of such fees being
earned;(ii)
    
    the reimbursable pass-through costs which are included in unbilled accounts receivable; and(iii)
    
    work in process represents costs incurred on projects for which revenue has not yet been
recognized for accounting purposes.
   Operating Expenses.




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Tax Matters.
 A. Operating Results
 OVERVIEW
 Corporate
 significant items




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Operating
companies  significant items
    Discussion of results




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SELECTED ANNUAL INFORMATION
 Fiscal
    
    FiscalFiscal 2005
    
    2004
    
    2003Net revenue
    
    $43.2 million
    
    $37.0 million
    
    $37.7 millionNet earnings (loss):From continuing operations
    
    4.1 million
    
    (2.7) million
    
    2.5 millionFrom discontinued operations
    
    1.8 million
    
    (0.4) million
    
     millionTotal
    
    $5.9 million
    
    ($3.1) million
    
    $2.5 millionNet earnings (loss) per shareTotalBasic
    
    $
    0.27
    
    
    $
    (0.18
    )
    
    $
    0.58Diluted
    
    
    0.27
    
    
    
    (0.18
    )
    
    
    0.43From continuing operationsBasic
    
    $
    0.19
    
    
    $
    (0.16
    )
    
    $
    0.57Diluted
    
    
    0.19
    
    
    
    (0.16
    )
    
    
    0.42From discontinued operationsBasic
    
    $
    0.08
    
    
    $
    (0.02
    )
    
    $
    0.01Diluted
    
    
    0.08
    
    
    
    (0.02
    )
    
    
    0.01




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Sep 30,
    
    Sep 30,As at:
    
    Sep 30, 2005
    
    2004
    
    2003Total assets
    
    $83.0 million
    
    $88.9 million
    
    $38.0 millionTotal long-term financial liabilities
    
    $  0.3 million
    
    $  0.4 million
    
    $  4.9 millionCash dividends declared
    
    $nil
    
    $nil
    
    $nil




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RESULTS OF OPERATIONS
 FISCAL YEAR ENDED SEPTEMBER 30, 2005, COMPARED TO FISCAL YEAR ENDED SEPTEMBER 30, 2004
 Net revenue
  Net revenue by type of service and by customer location:
 Net Revenue for the twelve monthsended September 30(in millions)% of
    
    
    
    
    
    
    % of2005
    
    
    total
    
    
    2004
    
    
    totalBy type of serviceConsumer and retail
branding
    
    $
    43.2
    
    
    
    100
    %
    
    $
    37.0
    
    
    
    100
    %
 % of
    
    
    
    
    
    
    % of2005
    
    
    total
    
    
    2004
    
    
    totalBy customer locationCanada
    
    $
    5.7
    
    
    
    13
    %
    
    $
    2.1
    
    
    
    6
    %United States
    
    
    14.5
    
    
    
    34
    %
    
    
    14.2
    
    
    
    38
    %Europe *
    
    
    23.0
    
    
    
    53
    %
    
    
    20.7
    
    
    
    56
    %$
    43.2
    
    
    
    100
    %
    
    $
    37.0
    
    
    
    100
    %
 
 *
    
    Europe includes the United Kingdom and Continental Europe Net revenue by type of service:




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Net revenue by customer location:
    Operating Expenses




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Depreciation expense
 Interest (income) expense and financing costs and accreted interest
 Investment earnings
 Income from discontinued operations




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Net earnings (loss)




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ANALYSIS OF USE OF PROCEEDS FROM PUBLIC OFFERING
  Fiscal 2004(in millions)Net proceeds from public offering
    
    $
    60.1Net proceeds were used to:Repay short-term debt
    
    
    6.9Redeem outstanding shares
    
    
    0.8Repay outstanding long-term debt
    
    
    5.2Allocated to investment portfolio
    
    
    46.7Other working capital changes
    
    
    0.5Total use of proceeds
    
    $
    60.1




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SUMMARY OF QUARTERLY RESULTS
 Q4 2005
    
    
    Q3 2005
    
    
    Q2 2005
    
    
    Q1 2005Net revenue
    
    $
    11.9 million
    
    
    $
    12.0 million
    
    
    $
    10.2 million
    
    
    $
    9.1 millionNet earnings (loss):From continuing
operations
    
    $
    0.9  million
    
    
    $
    1.7 million
    
    
    $
    0.8 million
    
    
    $
    0.7 millionIncluding
discontinued
operations
    
    $
    0.9  million
    
    
    $
    3.6 million
    
    
    $
    0.8 million
    
    
    $
    0.6 millionNet earnings (loss) per shareFrom continuing
operationsBasic
    
    $
    0.04
    
    
    $
    0.08
    
    
    $
    0.04
    
    
    $
    0.03Diluted
    
    $
    0.04
    
    
    $
    0.08
    
    
    $
    0.04
    
    
    $
    0.03Including
discontinued
operationsBasic
    
    $
    0.04
    
    
    $
    0.17
    
    
    $
    0.04
    
    
    $
    0.03Diluted
    
    $
    0.04
    
    
    $
    0.17
    
    
    $
    0.04
    
    
    $
    0.03
 Q4 2004
    
    
    Q3 2004
    
    
    Q2 2004
    
    
    Q1 2004Net revenue
    
    $
    9.1  million
    
    
    $
    10.0 million
    
    
    $
    9.7 million
    
    
    $
    8.2 millionNet earnings (loss):From continuing
operations
    
    ($
    0.3)  million
    
    
    $
    1.1 million
    
    
    ($
    3.0)  million
    
    
    ($
    0.5)  millionIncluding
discontinued
operations
    
    ($
    0.3)  million
    
    
    $
    1.2 million
    
    
    ($
    3.6)  million
    
    
    ($
    0.5)  millionNet earnings (loss) per shareFrom continuing
operationsBasic
    
    ($
    0.01
    )
    
    $
    0.05
    
    
    ($
    0.26
    )
    
    ($
    0.06
    )Diluted
    
    ($
    0.01
    )
    
    $
    0.05
    
    
    ($
    0.26
    )
    
    ($
    0.06
    )




---



##### 



Q4 2004
    
    
    Q3 2004
    
    
    Q2 2004
    
    
    Q1 2004Including
discontinued
operationsBasic
    
    
    ($0.01
    )
    
    $
    0.06
    
    
    
    ($0.30
    )
    
    
    ($0.06
    )Diluted
    
    
    ($0.01
    )
    
    $
    0.06
    
    
    
    ($0.30
    )
    
    
    ($0.06
    )
 THREE MONTHS ENDED SEPTEMBER 30, 2005, COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2004
 Net revenue
 Net revenue by type of service and by customer location:
 Net Revenue for the three monthsended September 30(in millions)% of
    
    
    
    
    
    
    % of2005
    
    
    total
    
    
    2004
    
    
    totalBy type of serviceConsumer and retail
branding
    
    $
    11.9
    
    
    
    100
    %
    
    $
    9.1
    
    
    
    100
    %
 % of
    
    
    
    
    
    
    % of2005
    
    
    total
    
    
    2004
    
    
    totalBy customer locationCanada
    
    $
    1.6
    
    
    
    14
    %
    
    $
    0.6
    
    
    
    6
    %United States
    
    
    4.3
    
    
    
    35
    %
    
    
    2.6
    
    
    
    29
    %Europe *
    
    
    6.0
    
    
    
    51
    %
    
    
    5.9
    
    
    
    65
    %$
    11.9
    
    
    
    100
    %
    
    $
    9.1
    
    
    
    100
    %
 
 *
    
    Europe includes the United Kingdom and Continental Europe Net revenue by type of service:
  Net revenue by customer location:




---



##### 



Operating Expenses
     Depreciation expense
 Interest (income) expense and financing costs
 Investment earnings




---



##### 



Earnings (loss) from discontinued operations
 Net earnings (loss)
 TRANSACTIONS WITH RELATED PARTIES




---



##### 



Revenue Mix by type of service and by client location:
 % of
    
    
    
    
    
    
    % of2004
    
    
    total
    
    
    2003
    
    
    totalBy Type of ServiceMarketing
    
    
    
    
    
    
    
    
    
    $
    3.1
    
    
    
    8
    %Consumer and retail
branding
    
    $
    37.0
    
    
    
    100
    %
    
    
    34.3
    
    
    
    91
    %Technology
    
    
    
    
    
    
    
    %
    
    
    0.3
    
    
    
    1
    %$
    37.0
    
    
    
    100
    %
    
    $
    37.7
    
    
    
    100
    %
 % of
    
    
    
    
    
    
    % of2004
    
    
    total
    
    
    2003
    
    
    totalBy Client LocationCanada
    
    $
    2.1
    
    
    
    6
    %
    
    $
    2.3
    
    
    
    6
    %United States
    
    
    14.2
    
    
    
    38
    %
    
    
    18.1
    
    
    
    48
    %Europe *
    
    
    20.7
    
    
    
    56
    %
    
    
    17.3
    
    
    
    46
    %$
    37.0
    
    
    
    100
    %
    
    $
    37.7
    
    
    
    100
    %
 
 *
    
    Europe includes the United Kingdom and Continental Europe Net revenue by type of service:




---



##### 



Net revenue by customer location:
   Operating Expenses




---



##### 



Depreciation expense
 Interest expense
 Details of interest expense and accreted interest imputed on warrants and debentures.




---



##### 



Investment earnings
 Loss from discontinued operations
 Gain on Closure of Subsidiaries
  Income taxes
 Goodwill
 Net earnings (loss)




---



##### 



B. Liquidity and Capital Resources
     CRITICAL ACCOUNTING POLICIES




---



##### 



Goodwill
  Intangible assets
 Income Taxes




---



##### 



Stock Based Compensation and Other Stock based Payments
 IMPACT OF RECENTLY ISSUED CANADIAN ACCOUNTING STANDARDS
  IMPACT OF RECENTLY ISSUED UNITED STATES ACCOUNTING STANDARDS
   Forward Looking Statements
 All statements in this MD&A that do not directly and exclusively relate to historical facts
constitute forward-looking statements within the meaning of that term in Section 27A of the
United States Securities Act of 1933, as amended, and Section 21E of the United States Securities
Exchange Act of 1934, as amended. These statements represent Envoys intentions, plans,
expectations and beliefs, and are subject to risks, uncertainties and other factors, many of which
are beyond the control of Envoy. These factors could cause actual results to differ materially from
such forward-looking statements. These factors include




---



##### 



but are not restricted to the timing and size of contracts, acquisitions and other corporate
developments; the ability to attract and retain qualified employees; market competition in our
industry; general economic and business conditions, foreign exchange and other risks identified in
the MD&A, in Envoys Annual Report or Form 20-F filed with the U.S. Securities and Exchange
Commission, or Envoys Annual Information Form filed with the Canadian securities authorities. The
words believe, estimate, expect, intend, anticipate, foresee, plan, and similar
expressions identify certain of such forward looking statements, which are valid only as of the
date on which they are made. In particular, statements relating to future growth are forward
looking statements. Envoy disclaims any intention or obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise.
Readers are cautioned not to place undue reliance on these forward-looking statements.
 C. Research and Development, Patents and Licenses, etc.
  D. Trend Information
  E. Off-Balance Sheet Arrangements
  F. Commitments and Contractual Commitments (insert from MD&A)
  Due
    
    
    DueDue in 1
    
    
    between
    
    
    between
    
    
    Dueyear or
    
    
    years 2
    
    
    years 4
    
    
    after 5Total
    
    
    less
    
    
    and 3
    
    
    and 5
    
    
    yearsOperating leases
    
    $
    9,186
    
    
    $
    1,756
    
    
    $
    2,900
    
    
    $
    1,952
    
    
    $
    2,576Long term debt
    
    
    361
    
    
    
    109
    
    
    
    252
    
    
    
    
    
    
    
    Total contractual
cash obligations
    
    $
    9,546
    
    
    $
    1,865
    
    
    $
    3,153
    
    
    $
    1,952
    
    
    $
    2,576




---



##### 



Other Commitments
  G. Safe Harbor
  Item 6. DIRECTORS AND SENIOR MANAGEMENT AND EMPLOYEES
 A. Directors and Senior Management
  PositionsName
    
    Age
    
    Held with EnvoyGeoffrey B. Genovese
    
    51
    
    President, Chairman and Chief Executive Officer and DirectorJohn H. Bailey
    
    60
    
    Executive Vice President, Corporate Secretary and DirectorDavid Hull1,2,3
    
    49
    
    DirectorHugh Aird1,2,3
    
    52
    
    DirectorDavid Parkes1,2,3
    
    59
    
    DirectorLinda Gilbert
    
    37
    
    Vice President and Chief Financial OfficerJ. Joseph Leeder
    
    51
    
    Executive Vice President Mergers & Acquisitions
 
 1
    
    Member of the Audit Committee.2
    
    Member of the Compensation Committee.3
    
    Member of the Nominating and Corporate Governance Corporation




---



##### 



Geoffrey B. Genovese
 John H. Bailey
 David Hull
 Hugh Aird
 David Parkes
 Linda Gilbert,CA
 J. Joseph Leeder,CA




---



##### 



B. Compensation
  Annual Compensation
    
    
    Long Term CompensationAwards
    
    
    PayoutsSecurities
    
    
    RestrictedUnder
    
    
    SharesOption/SA
    
    
    orName and
    
    
    
    
    
    
    
    
    
    Other
    
    
    Rs
    
    
    Restricted
    
    
    LTIP
    
    
    All OtherPrincipal
    
    Salary
    
    
    
    
    
    
    Annual
    
    
    Granted
    
    
    Share
    
    
    Payouts
    
    
    CompensationPosition
    
    ($)
    
    
    Bonus ($)
    
    
    ($)
    
    
    (#)
    
    
    Units ($)
    
    
    ($)
    
    
    ($)Geoffrey B.
Genovese,
Chairman, President
and Chief Executive
Officer
    
    
    550,000
    
    
    
    200,000
    
    
    
    218,750
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    144,378
    2Linda
Gilbert,

Chief Financial
Officer, Envoy
    
    
    187,500
    
    
    
    
    
    
    
    9,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    John H.
Bailey,

Executive Vice
President, and
Secretary
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Paul
Bean,
 Managing
Director, Watt
Gilchrist Limited.
    
    
    72,600
    
    
    
    48,750
    
    
    
    23,155
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Patrick
Rodmell

Managing Director,
Watt International
Inc.
    
    
    225,000
    
    
    
    8,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    




---



##### 



1
    
    The amount was paid to a corporation related to Mr. Genovese as an annual management
fee.2
    
    Mr. Genovese received taxable benefits for life insurance premiums paid by the
Corporation.   Stock Options Exercised During 2005 Fiscal YearNumber ofShares
    
    Aggregate
    
    
    
    Value of Unexercised In-theAcquired on
    
    Value Realized
    
    Unexercised Options at FY-End
    
    Money Options at FY-End ($)Name
    
    Exercise
    
    ($)
    
    (#) Exercisable/Unexercisable
    
    Exercisable/Unexercisable1Geoff Genovese
    
    Nil
    
    Nil
    
    80,000/
    
    /Linda Gilbert
    
    1,667
    
    $2,084
    
    1,000/
    
    /20,000/
    
    /Paul Bean
    
    Nil
    
    Nil
    
    6,667/3,333
    
    9,534/4,76615,000/
    
    /Patrick Rodmell
    
    Nil
    
    Nil
    
    1,500/
    
    /6,667/6,666
    
    9,534/9,53415,000/
    
    /John H. Bailey
    
    Nil
    
    Nil
    
    4,000/
    
    /40,000/
    
    /




---



##### 



Employment Contracts and Termination Agreements
  th




---



##### 



Compensation of Directors
   Directors and Officers Liability Insurance
  C. Board Practices
 Corporate Governance
     Disclosure of Corporate
Governance Practices Corporate Governance Guidelines




---



##### 



Audit Committees
   Board of Directors




---



##### 



Director
    
    Board MeetingsAttended(1)Hugh Aird
    
    22 of 22John Bailey
    
    22 of 22Geoff Genovese
    
    22 of 22David Hull
    
    22 of 22David Parkes
    
    20 of 22
 
 Note:(1)
    
    In addition, Messrs. Aird, Hull and Parkes attended four meetings of the
independent directors, at which Messrs. Genovese and Bailey were not eligible to attend. Mandate of the Board




---



##### 



Board Committees
  (a) Audit Committee
  (b) Compensation Committee
  (c) Nominating and Corporate Governance Committee




---



##### 



Position Descriptions
   Orientation and Continuing Education




---



##### 



Nomination of Directors




---



##### 



Other Board Committees
  Assessments
   Shareholder Communication
  D. Employees




---



##### 



E. Share Ownership
  Options




---



##### 



Number of CommonClass of
    
    Shares Under
    
    
    ExerciseOptionee
    
    Options Granted
    
    
    Price
    
    
    Date of ExpiryGeoffrey Genovese
    
    
    80,000
    
    
    $
    4.00
    
    
    May 24, 2009Linda Gilbert
    
    
    20,000
    
    
    $
    4.00
    
    
    May 24, 2009Linda Gilbert
    
    
    1,000
    
    
    $
    15.25
    
    
    August 1, 2007Paul Bean
    
    
    10,000
    
    
    $
    1.25
    
    
    October 27, 2007Paul Bean
    
    
    15,000
    
    
    $
    4.00
    
    
    June 27, 2006Patrick Rodmell
    
    
    13,333
    
    
    $
    1.25
    
    
    October 27, 2007Patrick Rodmell
    
    
    15,000
    
    
    $
    4.00
    
    
    May 24, 2009Patrick Rodmell
    
    
    1,500
    
    
    $
    15.25
    
    
    August 1, 2007John H. Bailey
    
    
    40,000
    
    
    $
    4.00
    
    
    May 24, 2009John H. Bailey
    
    
    4,000
    
    
    $
    15.25
    
    
    June 27, 2006Other
    
    
    26,667
    
    
    $
    1.25
    
    
    October 27, 200715,000
    
    
    $
    15.25
    
    
    May 29, 2007150,000
    
    
    $
    4.00
    
    
    May 24, 20098,000
    
    
    $
    15.25
    
    
    June 27, 20062,450
    
    
    $
    15.25
    
    
    August 1, 2007Total
    
    
    401,950




---



##### 



Number of Common
    
    Percent ofIdentity of Person
    
    Shares Owned
    
    Outstanding ClassGeoff Genovese
    
    
    1,465,551
    
    
    
    0.07
    %Linda Gilbert
    
    
    733
    
    
    
    0
    %Paul Bean
    
    
    Nil
    
    
    
    NilPatrick Rodmell
    
    
    Nil
    
    
    
    NilJohn H. Bailey
    
    
    20,518
    
    
    
    0
    %
 Convertible Debentures




---



##### 



Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 A. Major Shareholders




---



##### 



Identity of Person
    
    Number of Common
    
    Percent ofor Group
    
    Shares
    
    Outstanding ClassCDS & Co1
    
    
    20,298,960
    
    
    
    96.6
    %NCI Account
P.O. Box 1038
Station A
25 The Esplanade
Toronto, Ontario
M5W 1G5Cede & Co.1
    
    
    631,555
    
    
    
    0.3
    %P.O. Box 20
Bowling Green 
Station
New York, NY 10274
USAGeoffrey B.
Genevose2
    
    
    1,465,551
    
    
    
    0.7
    %
 
 1
    
    CDS & Co. and Cede & Co., respectively, are the record holders
of these shares and in general the ultimate beneficial owners of these shares
are not known to Envoy.2
    
    Includes common shares held by family members.




---



##### 



B. Related Party Transactions
      th th
 Item 8. FINANCIAL INFORMATION




---



##### 



Item 9. THE OFFER AND LISTING
 A. Price History
    High
    
    LowFiscal 2001
    
    
    43.75
    
    
    
    10.50Fiscal 2002
    
    
    14.50
    
    
    
    1.00Fiscal 2003
    
    
    8.35
    
    
    
    0.50Fiscal 2004
    
    
    10.75
    
    
    
    2.45Fiscal 2005
    
    
    4.50
    
    
    
    2.30Quarterly 2004First Quarter
    
    
    7.95
    
    
    
    4.35Second Quarter
    
    
    10.75
    
    
    
    4.05Third Quarter
    
    
    7.50
    
    
    
    3.05Fourth Quarter
    
    
    4.25
    
    
    
    2.45Quarterly 2005First Quarter
    
    
    4.50
    
    
    
    2.30Second Quarter
    
    
    3.75
    
    
    
    2.50Third Quarter
    
    
    2.96
    
    
    
    2.33Fourth Quarter
    
    
    3.19
    
    
    
    2.36




---



##### 



High
    
    LowFor the month endingNovember 30, 2005
    
    
    2.19
    
    
    
    1.62October 31, 2005
    
    
    2.70
    
    
    
    2.07September 30, 2005
    
    
    2.71
    
    
    
    2.36August 31, 2005
    
    
    3.19
    
    
    
    2.60July 31, 2005
    
    
    2.88
    
    
    
    2.40June 30, 2005
    
    
    2.62
    
    
    
    2.43
  High
    
    LowFiscal 2001
    
    
    29.40
    
    
    
    7.00Fiscal 2002
    
    
    9.25
    
    
    
    0.65Fiscal 2003
    
    
    6.10
    
    
    
    0.30Fiscal 2004
    
    
    8.05
    
    
    
    1.85Fiscal 2005
    
    
    3.75
    
    
    
    1.80Quarterly 2004First Quarter
    
    
    6.15
    
    
    
    3.95Second Quarter
    
    
    8.05
    
    
    
    3.05Third Quarter
    
    
    5.55
    
    
    
    2.20Fourth Quarter
    
    
    3.20
    
    
    
    1.85Quarterly 2005First Quarter
    
    
    3.75
    
    
    
    1.80Second Quarter
    
    
    3.15
    
    
    
    2.05Third Quarter
    
    
    2.38
    
    
    
    1.84Fourth Quarter
    
    
    2.74
    
    
    
    2.00




---



##### 



High
    
    LowFor the month endingNovember 30, 2005
    
    
    1.87
    
    
    
    1.40October 31, 2005
    
    
    2.10
    
    
    
    1.78September 30, 2005
    
    
    2.35
    
    
    
    2.02August 31, 2005
    
    
    2.74
    
    
    
    2.19July 31, 2005
    
    
    2.31
    
    
    
    2.00June 30, 2005
    
    
    2.12
    
    
    
    1.97
   B. Plan of Distribution
  C. Markets
  D. Selling Shareholders
  E. Dilution
  F. Expenses of the Issue
  Item 10. ADDITIONAL INFORMATION
 A. Share Capital
  B. Memorandum and Articles of Association
  C. Material Contracts




---



##### 



D Exchange Controls and Other Limitations Affecting Security Holders
     (a)
    
    an acquisition of common shares of Envoy by a person in the ordinary course of
that persons business as a trader or dealer in securities,(b)
    
    an acquisition of control of Envoy in connection with the realization of security
granted for a loan or other financial assistance and not for a purpose related to the
provision of the Investment Act,




---



##### 



(c)
    
    an acquisition of control of Envoy by reason of an amalgamation, merger,
consolidation or corporate reorganization following which the ultimate direct or
indirect control in fact of Envoy through the ownership of common shares, remained
unchanged,(d)
    
    an acquisition of voting interests by any person in the ordinary course of a
business carried on by that person that consists of providing, in Canada, venture
capital on terms and conditions not inconsistent with such terms and conditions as may
be fixed by the Minister, and(e)
    
    an acquisition of control of a Canadian business for the purpose of facilitating
its financing and not for any purpose related to the provisions of the Investment Act on
the condition that the acquirer divest itself of control within two years after it is
acquired or within such longer period as is approved by the Minister.
 E. Taxation
 Certain Canadian Income Tax Considerations




---



##### 








---



##### 



Certain United States Federal Income Tax Considerations




---



##### 



Passive Foreign Investment Company Rules
    1.
    
    Distributions with respect to Envoys common shares made by Envoy during the taxable
year to a U.S. Holder that are excess distributions must be allocated ratably to each day
of the U.S. Holders holding period. The amounts allocated to the current taxable year and
to taxable years prior to the first year in which Envoy was classified as a PFIC are
included as ordinary income in a U.S. Holders gross income for that year. The amount
allocated to each other prior taxable year is taxed as ordinary income at the highest tax
rate in effect for the U.S. Holder in that prior year and the tax is subject to an interest
charge at the rate applicable to deficiencies in income taxes (the special interest
charge).2.
    
    The entire amount of any gain realized upon the sale or other disposition of Envoys
common shares will be treated as an excess distribution made in the year of sale or other
disposition and as a consequence will be treated as ordinary income and, to the extent
allocated to years prior to the year of sale or disposition, will be subject to the interest charge described above.




---



##### 



QEF Election




---



##### 








---



##### 



Market-to-Market Election




---



##### 



Ownership and Disposition of Common Shares if Envoy is Not a PFIC




---



##### 



Backup Withholding and Information Reporting




---



##### 



F. Dividend and Paying Agents
  G. Statement by Experts
  H. Documents on Display
   I. Subsidiary Information
  Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Market risk




---



##### 



Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
  PART II
 Item 13. DEFAULTS, DIVIDENDS ARREARAGES AND DELINQUENCIES
   Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
      Item 15. CONTROLS AND PROCEDURES




---



##### 



Item 16A. AUDIT COMMITTEE FINANCIAL EXPERT
  Item 16B. CODE OF BUSINESS CONDUCT




---



##### 








---



##### 



Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 (a)
    
    AUDIT FEESwere $355 in 2005 and $598 in 2004. These fees include year end audit
work, consents, reviews and assistance with regulatory filings.(b)
    
    AUDIT  RELATED FEESwere $64 in 2005, and $43 in 2004. These fees include
assistance with due diligence and accounting research.(c)
    
    TAX FEESwere $108 in 2005, and $71 in 2004. These fees include tax compliance
services and tax advice.(d)
    
    All OTHER FEESwere $nil in 2005, and $nil in 2004.(e)
    
    In accordance with the Companys Audit Committee Charter, the Audit Committee
ensures the independent auditor submits a formal written statement delineating all
relationships between the independent auditor and the Company and pre-approves all audit
fees and non-audit services to be provided to the Company or any subsidiary by the
independent auditor. All services provided to the Company after the adoption of the
Audit Committee Charter were pre-approved by the Audit Committee.
 Item 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
  Item 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS




---



##### 



Period
    
    (a) Total Number
    
    
    (b) Average
    
    
    (c)Total
    
    
    (d) Maximumof Shares (Or
    
    
    Price Paid
    
    
    Number of
    
    
    Number (orUnits) Purchased
    
    
    per Share
    
    
    Shares (or
    
    
    Approximate(or Units)
    
    
    Units)
    
    
    Dollar Value)Purchased as
    
    
    of Shares (orPart of
    
    
    Units) thatPublicly
    
    
    May Yet BeAnnounced
    
    
    PurchasedPlans or
    
    
    Under thePrograms
    
    
    Plans orProgramsAugust 26, to
August 31, 2004
    
    
    37,740
    
    
    $
    3.14
    
    
    
    37,740
    
    
    
    2,297,336September 1, to
September 30, 2004
    
    
    236,700
    
    
    $
    3.00
    
    
    
    236,700
    
    
    
    2,060,636October 1, to
October 31, 2004
    
    
    150,000
    
    
    $
    2.68
    
    
    
    150,000
    
    
    
    1,910,636November 1, to
November 30, 2004
    
    
    337,256
    
    
    $
    3.13
    
    
    
    337,256
    
    
    
    1,573,380December 1, to
December 31, 2004
    
    
    266,480
    
    
    $
    3.13
    
    
    
    266,480
    
    
    
    1,306,900January 1, to
January 2005
    
    
    155,000
    
    
    $
    3.56
    
    
    
    155,000
    
    
    
    1,151,900February 1, to
February 28, 2005
    
    
    322,100
    
    
    $
    3.39
    
    
    
    322,100
    
    
    
    829,800March 1, to March
31, 2005
    
    
    237,400
    
    
    $
    2.96
    
    
    
    237,400
    
    
    
    592,400April 1, to April
30, 2005
    
    
    265,500
    
    
    $
    2.79
    
    
    
    265,500
    
    
    
    326,900May 1, to May 31,
2005
    
    
    10,000
    
    
    $
    2.73
    
    
    
    10,000
    
    
    
    316,900June 1, to June 30,
2005
    
    
    nil
    
    
    
    n/a
    
    
    
    nilJuly 1 to July 31,
2005
    
    
    82,500
    
    
    $
    2.57
    
    
    
    82,500
    
    
    
    234,400August 1, to August
31, 2005
    
    
    214,100
    
    
    $
    2.98
    
    
    
    214,000
    
    
    
    20,300Total
    
    
    2,314,777
    
    
    
    
    
    
    
    2,314,777




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##### 



Period
    
    (a) Total
    
    (b) Average
    
    (c)Total
    
    (d) MaximumNumber of
    
    Price Paid per
    
    Number of
    
    Number (orShares (Or
    
    Share (or
    
    Shares (or
    
    ApproximateUnits)
    
    Units)
    
    Units)
    
    Dollar Value)Purchased
    
    
    
    
    
    Purchased as
    
    of Shares (orPart of
    
    Units) thatPublicly
    
    May Yet BeAnnounced
    
    PurchasedPlans or
    
    Under thePrograms
    
    Plans orProgramsAugust 26, to
August 31, 2005
    
    
    6,700
    
    
    
    2.67
    
    
    
    6,700
    
    
    
    2,007,002September 1, to
September 30, 2005
    
    
    400,380
    
    
    
    2.71
    
    
    
    400,380
    
    
    
    1,606,622Total
    
    
    407,080
    
    
    
    
    
    
    
    407,080




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##### 



PART III
 Item 17. FINANCIAL STATEMENTS
 (a)
    
    Envoy Communications Group Inc.(i)
    
    Auditors Report on the financial statements for the year
ended September 30, 2005
    
    F-1Comments by Auditor for U.S. Readers On Canada-U.S.
Reporting DifferenceAuditors Report on the financial statements for the year
ended September 30, 2004 and 2003(ii)
    
    Consolidated Balance Sheets as at September 30, 2005 and
2004
    
    F-2(iii)
    
    Consolidated Statements of Operations for the years ended
September 30, 2005, 2004 and 2003
    
    F-3(iv)
    
    Consolidated Statements of Retained Earnings (Deficit)
for the years ended September 30, 2005, 2004 and 2003
    
    F-4(v)
    
    Consolidated Statements of Cash Flows for the years ended
September 30, 2005, 2004 and 2003
    
    F-5(vi)
    
    Notes to Consolidated Financial Statements
    
    F-6
 Item 18. FINANCIAL STATEMENTS
  Item 19. EXHIBITS
 EXHIBIT INDEX
 Exhibit No.
    
    Description1.1 **
    
    Articles of Incorporation and By-Law No. 1 (as amended on May
2, 2000) of Envoy Communications Group Inc., as currently in
effect.8.1
    
    List of Significant Subsidiaries (contained in Item 4C hereof)11.1
    
    Code of Business Conduct11.2
    
    Complaint Procedures for Accounting and Auditing Matters11.3
    
    Board Mandate12.1
    
    Certification of CEO Pursuant to Section 302 of the
Sarbanes-Oxley Act of 200212.2
    
    Certification of CFO Pursuant to Section 302 of the
Sarbanes-Oxley Act of 200213.1
    
    Certifications of CEO and CFO Pursuant to Section 906 of the
Sarbanes-Oxley Act of 200215.1
    
    Audit Committee Charter15.2
    
    Compensation Committee Charter




---



##### 



Exhibit No.
    
    Description15.3
    
    Nominating and Corporate Governance Committee Charter17
    
    Financial Statements
 
 **
    
    Incorporated by reference to the Companys Annual Report on Form 20-F, filed on May 15,
2000 (Commission File No. 000-30082