##### 



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, 2006
 OR
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 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.
  
   
   
     
   
    
   o þ
 o þ
 þ o
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TABLE OF CONTENTS
 PART IItem 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 l6A
    
    Audit Committee Financial ExpertItem l6B
    
    Code of EthicsItem l6C
    
    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
 2




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##### 



Special Note Regarding Forward-Looking Statements
  PART I
 Item 1: Identity of Directors, Senior Management and Advisers
  Item 2: Offer Statistics and Expected Timetable
  Item 3: Key Information
 A. Selected Financial Data 1
  3




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##### 



Fiscal YearsEndedSeptember 30
    
    2006
    
    2005(2)
    
    2004(3)
    
    2003(4)
    
    2002(5)(all amounts inthousands exceptper share data)Statement of Operations Data:Net Revenue
    
    $
    9,672
    
    
    $
    19,567
    
    
    $
    15,838
    
    
    $
    20,103
    
    
    $
    40,069(Loss) Earnings
From Continuing
Operations
    
    
    (5,392
    )
    
    
    3,074
    
    
    
    (4,781
    )
    
    
    (148
    )
    
    
    (53,068
    )Earnings (Loss)From
Discontinued
Operations
    
    
    7,528
    
    
    
    2,868
    
    
    
    1,674
    
    
    
    2,686
    
    
    
    (311
    )Earnings (Loss) From
Continuing
Operations Basic
Earnings Per Share
    
    
    (0.27
    )
    
    
    0.14
    
    
    
    (0.28
    )
    
    
    (0.03
    )
    
    
    (12.64
    )Earnings (Loss) From
Continuing
Operations
Diluted Earnings
Per Share
    
    
    (0.27
    )
    
    
    0.14
    
    
    
    (0.28
    )
    
    
    (0.02
    )
    
    
    (12.64
    )Net (Loss) Earnings
    
    
    2,136
    
    
    
    5,942
    
    
    
    (3,106
    )
    
    
    2,538
    
    
    
    (53,379
    )Net Earnings (Loss)
Per
Share Basic
    
    
    0.10
    
    
    
    0.27
    
    
    
    (0.18
    )
    
    
    0.58
    
    
    
    (12.71
    )Net Earnings (Loss)
Earnings
Per Share Diluted
    
    
    0.10
    
    
    
    0.27
    
    
    
    (0.18
    )
    
    
    0.43
    
    
    
    (12.71
    )
 
 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 4




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##### 



forth in Note 21 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 2006 $nil, 2005 $nil, 2004 $nil, 2003 ($3,387), and
2002 ($15,825). Earnings (loss) from continuing operations 2006 $nil, 2005 $344, 2004 $(464), 2003
($4,025) and 2002 $37,488. Earnings (Loss) from continuing operations earnings per share basic 2006
$nil, 2005 $0.01, 2004 ($0.03), 2003 ($0.93) and 2002 $8.93. Earnings (Loss) from continuing
operations earnings per share diluted, 2006 $nil, 2005 $0.01, 2004 ($0.03), 2003 ($0.33) and 2002
$8.84; Net (Loss) earnings 2006 ($2,700), 2005 $344, 2004 $(464), 2003 $67, and 2002 $nil; and Net
(Loss) Earnings per share basic 2006 ($0.13), 2005 $0.01, 2004 $(0.03), 2003 $0.02, and 2002 $nil;
Net (Loss) per share diluted 2006 ($0.13), 2005 $0.01, 2004 $(0.03), 2003 $0.01, and 2002 $nil.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 a 1 for 5 ratio. 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
    
    2006
    

2005
(2)
    

2004
(3)
    

2003
(4)
    

2002
(5)(all amounts inthousands)Balance Sheet Data:Current Assets
    
    $
    68,701
    
    
    $
    44,759
    
    
    $
    59,432
    
    
    $
    18,844
    
    
    $
    27,447Total Assets
    
    
    81,274
    
    
    
    84,057
    
    
    
    88,880
    
    
    
    37,967
    
    
    
    49,174Total Debt (8)
    
    
    252
    
    
    
    361
    
    
    
    659
    
    
    
    11,425
    
    
    
    14,795Shareholders Equity (9)
    
    
    75,047
    
    
    
    73,555
    
    
    
    76,891
    
    
    
    12,359
    
    
    
    9,779Retained (Deficit) Earnings
(10)
    
    
    (40,266
    )
    
    
    (42,403
    )
    
    
    (48,344
    )
    
    
    (45,237
    )
    
    
    (47,776
    )
 5




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##### 



2
    
    The exchange rate utilized with respect to the Statement of Operations Data for
the fiscal year ended September 30, 2006 of Watt Gilchrist Limited (Gilchrist) and Parker
Williams Design Limited (PWD) is £1.00 to $2.0571 and with respect to the Balance Sheet Data of
Gilchrist and PWD is £1.00 to $2.1044. 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.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 $l.4635 and with respect to the
Balance Sheet Data of US activities is $1.00 U.S. to $l.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 $l.573l Cdn. and with
respect to the Balance Sheet Data of Hampel is $1.00 U.S. to $l.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 . 6




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6
    
    As reflected in Note 21 to the Consolidated Financial Statements, the net earnings
(loss) from continuing operations for the fiscal years ended September 30, 2006, 2005, 2004, 2003,
and 2002 were ($5,392), $3,418, ($5,245), ($4,276)and ($15,577) respectively under U.S. GAAP. The
net earnings (loss) for the fiscal years ended September 30, 2006, 2005, 2004, 2003 and 2002 was
($564), $6,286, ($3,571), ($2,606) and ($53,376) respectively under U.S. GAAP. The diluted net
earnings (loss) per share for the years ended September 30, 2006, 2005, 2004, 2003, and 2002 was
($0.03), $0.28, ($0.21), ($0.43) and ($12.71), respectively under U.S. GAAP.As described above and in Note 10 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 21 to the Consolidated Financial Statements, the shareholders
equity as at September 30, 2006, 2005, and 2004 was $72,588, $73,550, and $77,066, respectively
under U.S. GAAP. Total assets as of September 30, 2006, 2005, 2004, 2003, and 2002, under U.S. GAAP
would include the unrealized gain (loss) on securities for sale of $242, ($6), $174, $nil, and
$nil, respectively, and it would exclude cash held in escrow relating to the sale of the UK
operations of $2.7, nil, nil, nil and nil, respectively.10
    
    Retained earnings as of September 30, 2006, 2005, 2004, 2003, and 2002,excludes the
cumulative foreign currency translation adjustment of ($51), ($2,153), 74, ($236) and $1,348
respectively. See Note 2(g) to the Notes in the Consolidated Financial Statements of Envoy.  Exchange Rates:
  7




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##### 



Fiscal Year Ended September 30,2006
    
    2005
    
    2004
    
    2003
    
    2002Average *
    
    
    1.1151
    
    
    
    1.2171
    
    
    $
    1.2034
    
    
    $
    1.4553
    
    
    $
    1.5731
 
 *
    
    The Average rate means the average rates each period, calculated by using the average of the
exchange rates on the last day of each month during the fiscal period. For the Month EndedNovember
    
    October
    
    September
    
    August
    
    July
    
    June2006
    
    2006
    
    2006
    
    2006
    
    2006
    
    2006High
    
    
    1.1474
    
    
    
    1.1384
    
    
    
    1.1272
    
    
    
    1.1312
    
    
    
    1.1415
    
    
    
    1.1241Low
    
    
    1.1276
    
    
    
    1.1154
    
    
    
    1.1052
    
    
    
    1.1066
    
    
    
    1.1112
    
    
    
    1.0991
 B.
    
    Capitalization and IndebtednessNot applicable.C.
    
    Reasons for the Offer and Use of ProceedsInformation not required for annual report.D.
    
    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
 The Company has a limited number of large clients:
   8




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Fiscal Year Ended September 30, 2006
 ClientWal-Mart Stores Inc.
    
    
    17
    %McDonalds Restaurants of Canada Limited
    
    
    15
    %Dubai Festival City Retail Development LLC
    
    
    11
    %
   The Company is dependent on its key personnel:
  The Company is exposed to the risks of doing business internationally:
  
 
 
  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:
  The Company may be unsuccessful in evaluating material risks involved in completed and future
investments.
 9




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##### 



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.
   The Company is subject to recessionary economic cycles:
  10




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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:
  Risks Related to the Companys Common Shares
  11




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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 believes that it 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
     12
       objective is to provide asset backed bridge loans of between $500,000 and
$3,000,000 to private and publicly listed companies engaged in professional and marketing services,
media, manufacturing and real estate development. It will compliment its bridge loan business by
making equity investments in emerging companies as well as providing corporate financial services.
ECGs mission is to build wealth and its investment strategy is to generate both yield and grown in
a tax-efficient manner, while preserving capital. ECGs goal is to deliver superior returns on a
consistent basis and to create value for its shareholders. During fiscal 2006 and to date, minimal
activity has occurred in ECG.The principal place of business of Envoy is located at 172 John Street, Toronto, Canada M5T 1X5.
Envoy may be reached by telephone at (416) 593-1212 or facsimile at (416) 593 4434. Envoys website
is www.envoy.to. Information contained on Envoys website does not constitute a part of this Form
20-F.A.
    
    History and Development of the CompanyEnvoy was incorporated under the laws of the Province of British Columbia, Canada as Potential
Mines Ltd. in December 1973 and was continued under the laws of the Province of Ontario, Canada in
December 1997. Since December 1997, Envoy has shifted the nature of its business to providing
marketing, communications and consumer and retail branding services for promoting clients
products, services and business messages utilizing such media as print, broadcast and the Internet.
Envoy has grown, in large part, through strategic acquisitions. Certain material acquisitions by
Envoy since January 1, 2005 are described below.On February 28, 2005, Envoy, through its subsidiary ECG Holdings (UK) Limited (ECGH), acquired
65% of the outstanding shares of PWD, a London, United Kingdom based packaging design and brand
specialist company. The purchase price of £l,818,000, equivalent to $4,324,113, was paid in cash on
completion. The remaining 35% of the PWD shares (Management Shares) were held by senior
management of PWD (Management Shareholders), subject to certain options described below.ECGH had the option to acquire from the Management Shareholders and the Management Shareholders had
the option to require ECGH to purchase from them, at
various stages over a period of 4 years following completion, the Management Shares for a purchase
price based on the profitability of PWD for certain defined periods following completion.The PWD acquisition was accounted for using the purchase method of accounting. The fair value of
the net assets acquired was £128,961 ($306,733) consisting of working capital and capital assets.
The resulting excess purchase price, including acquisition expenses, over the fair value of the net
assets acquired of £1,884,894 ($4,152,369) was allocated to goodwill and an amount of £139,000
($330,849) was allocated to intangible assets consisting of customer relationships and non-compete
agreements.
 13




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In March 2006, Envoy, through its subsidiary ECGH, acquired an additional 5% of the shares of PWD
from two former employees as per the terms and conditions of the sale and purchase agreement for
£52,679 ($104,758).The additional PWD acquisition in March 2006 was accounted for using the purchase price method of
accounting. The fair value of the net assets acquired was £34,955 ($69,511) consisting of working
capital and capital assets, resulting in goodwill of £17,725 ($35,247).In June 2006, Envoy increased its ownership in PWD to approximately 80% by acquiring, through its
subsidiary ECGH, approximately 10% of the shares from three shareholder managers as per the terms
and conditions of the sale and purchase agreement for £166,833 ($341,174).The June 2006 acquisition was accounted for using the purchase method of accounting. The fair
value of the net assets acquired was £62,918 ($128,668) consisting of working capital and capital
assets, resulting in goodwill of £327,550 ($686,612).Effective September 15, 2006, Envoy completed the sale of all of the shares of its wholly owned UK
subsidiary ECGH, including the related business and assets of Gilchrist and PWD. The sale price of
$27 million was paid in cash. Pursuant to the terms and conditions of the sale purchase agreement,
$2.7 million is being held in escrow to secure potential third party claims. The escrowed funds,
less the amount of any third party claims, will be released to Envoy on the first anniversary date
of the transaction, September 15, 2007.B.
    
    Business OverviewServices in the Envoy Group:Consumer and retail branding  Watt International, a wholly owned subsidiary of Envoy that
management believes to be one of the worlds leading brand strategy and design consultancies,
provides the following services: strategic brand consulting, corporate identity and communications,
retail branding and store design, and package design.
 Our Strategic Direction:
   14




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Industry Overview:
 Consumer and Retail Branding
     15




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Government Regulations:
  C. Organizational Structure
  D. Property, Plants and Equipment
     16




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##### 



th
   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 the 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 there from are not
necessarily indicative of the operating results of any future period.
 Overview
 Net Revenue
     17




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Operating Expenses
  Tax Matters
  A. Operating Results
     18




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SELECTED ANNUAL INFORMATION
 Fiscal 2006

    
    Fiscal 2005

    
    Fiscal 2004Net revenue
    
    $
    9.7
    million
    
    $
    19.6
    million
    
    $
    15.8
    millionNet earnings (loss):From continuing operations
    
    
    (5.4)
    million
    
    
    3.0
    million
    
    
    (4.8)
    millionFrom discontinued operations
    
    
    7.5
    million
    
    
    2.9
    million
    
    
    1.7
    millionTotal
    
    
    2.1
    million
    
    $
    5.9
    million
    (
    $
    3.1)
    millionNet earnings (loss) per shareTotalBasic
    
    $
    0.10
    
    
    $
    0.27
    
    
    $
    (0.18
    )Diluted
    
    $
    0.10
    
    
    $
    0.27
    
    
    $
    (0.18
    )From continuing operationsBasic
    
    $
    (0.27
    )
    
    $
    0.14
    
    
    $
    (0.28
    )Diluted
    
    $
    (0.27
    )
    
    $
    0.14
    
    
    $
    (0.28
    )From discontinued operationsBasic
    
    $
    0.37
    
    
    $
    0.13
    
    
    $
    0.10Diluted
    
    $
    0.37
    
    
    $
    0.13
    
    
    $
    0.10
 As at:
    
    Sep 30, 2006

    
    Sep 30, 2005

    
    Sep 30, 2004Total assets
    
    $
    81.3
    million
    
    $
    84.0
    million
    
    $
    88.9
    millionTotal long-term
financial liabilities
    
    $
    0.2
    million
    
    $
    0.3
    million
    
    $
    0.4
    millionCash dividends declared
    
    $
    nil
    
    
    $
    nil
    
    
    $
    nil
 19




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##### 



FISCAL YEAR ENDED SEPTEMBER 30, 2006, COMPARED TO FISCAL YEAR ENDED SEPTEMBER 30, 2005
 Net revenue
  Net revenue by type of service and by customer location:
 Net Revenue for the twelve months
ended September 30
(in millions)
 2006

    
    % of total

    
    2005

    
    % of totalBy type of By type of serviceConsumer Consumer and retail branding
    
    $
    9.7
    
    
    
    100
    %
    
    $
    19.6
    
    
    
    100
    %
 2006

    
    % of total

    
    2005

    
    % of totalBy custom locationCanada
    
    $
    5.0
    
    
    
    52
    %
    
    $
    5.7
    
    
    
    29
    %USA/South America
    
    
    3.5
    
    
    
    36
    %
    
    
    13.5
    
    
    
    69
    %Middle East/Asia
    
    
    1.2
    
    
    
    12
    %
    
    
    0.4
    
    
    
    2
    %$
    9.7
    
    
    
    100
    %
    
    $
    19.6
    
    
    
    100
    %
 Net revenue by type of service:
  20




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##### 



Net revenue by customer location
    Operating Expenses
    21




---



##### 



Depreciation expense
  Interest (income) expense and financing costs
  22




---



##### 



Investment earnings
  Income from discontinued operations
   Net earnings (loss)
  ANALYSIS OF USE OF PROCEEDS FROM PUBLIC OFFERING
  23




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##### 



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
  SUMMARY OF QUARTERLY RESULTS
 Q4 2006
    
    
    Q3 2006
    
    
    Q2 2006
    
    
    Q1 2006million
    
    
    million
    
    
    million
    
    
    millionNet revenue
    
    
    $  2.5
    
    
    
    $  5.5
    
    
    
    $  3.8
    
    
    
    $  5.5Net earnings (loss):From continuing operations
    
    
    ($1.81
    )
    
    
    ($1.50
    )
    
    
    ($1.09
    )
    
    
    ($1.00
    )Including discontinued
operations
    
    
    $3.20
    
    
    
    $0.40
    
    
    
    ($0.40
    )
    
    
    ($1.10
    )Net earnings (loss) per shareFrom continuing operationsBasic
    
    
    ($0.10
    )
    
    
    ($0.07
    )
    
    
    ($0.05
    )
    
    
    ($0.05
    )Diluted
    
    
    ($0.10
    )
    
    
    ($0.07
    )
    
    
    ($0.05
    )
    
    
    ($0.05
    )Including discontinued
operationsBasic
    
    
    $0.22
    
    
    
    ($0.05
    )
    
    
    ($0.02
    )
    
    
    ($0.05
    )Diluted
    
    
    $0.22
    
    
    
    ($0.05
    )
    
    
    ($0.02
    )
    
    
    ($0.05
    )
 24




---



##### 



Q4 2005
    
    
    Q3 2005
    
    
    Q2 2005
    
    
    Q1 2005million
    
    
    million
    
    
    million
    
    
    millionNet revenue
    
    $
    5.50
    
    
    $
    5.70
    
    
    $
    4.30
    
    
    $
    4.10Net earnings (loss):From continuing operations
    
    $
    0.60
    
    
    $
    1.50
    
    
    $
    0.40
    
    
    $
    0.60Including discontinued
operations
    
    $
    0.90
    
    
    $
    3.60
    
    
    $
    0.80
    
    
    $
    0.60Net earnings (loss) per shareFrom continuing operationsBasic
    
    $
    0.03
    
    
    $
    0.06
    
    
    $
    0.02
    
    
    $
    0.03Diluted
    
    $
    0.03
    
    
    $
    0.06
    
    
    $
    0.02
    
    
    $
    0.03Including discontinued
operationsBasic
    
    $
    0.04
    
    
    $
    0.16
    
    
    $
    0.04
    
    
    $
    0.03Diluted
    
    $
    0.04
    
    
    $
    0.16
    
    
    $
    0.04
    
    
    $
    0.03
 Summary of Discontinued operations (detailed information on note 19 to the Consolidated Financial
Statements)
 Fiscal year:
    
    2006
    
    
    2005
    
    
    2004Net revenue
    
    $
    21,432,172
    
    
    $
    26,741,062
    
    
    $
    25,363,129Operating expenses
    
    
    17,460,973
    
    
    
    23,252,416
    
    
    
    21,409,049Interest income
    
    
    (60,327
    )
    
    
    (11,623
    )
    
    
    (38,121
    )Depreciation
    
    
    1,294,822
    
    
    
    1,770,052
    
    
    
    1,311,101Income tax expense
    
    
    582,122
    
    
    
    512,023
    
    
    
    541,496Earnings from discontinued operations
(excluding gain on sale)
    
    
    2,154,582
    
    
    
    1,218,194
    
    
    
    2,139,604Minority interest
    
    
    347,599
    
    
    
    149,808
    
    
    
    Gain (loss) on sale of disco. operations
    
    
    5,721,229
    
    
    
    1,799,631
    
    
    
    (465,576
    )Earnings from discontinued operations
    
    $
    7,528,212
    
    
    $
    2,868,017
    
    
    $
    1,674,028
 Reconciliation to United States generally accepted accounting principles, detailed information can
be found on note 21 to the Consolidated Financial Statements.
 25




---



##### 



2006
    
    
    2005
    
    
    2004Net earnings (loss)  Canadian GAAP
    
    $
    2,136,186
    
    
    $
    5,941,690
    
    
    $
    (3,106,804
    )Stock-based compensation 21(a)
    
    
    
    
    
    
    344,151
    
    
    
    200,117Convertible debentures 21(b)
    
    
    
    
    
    
    
    
    
    
    (664,516
    )Cash held in escrow 21(c)
    
    
    (2,700,000
    )
    
    
    
    
    
    
    Net earnings (loss) based on
U.S. GAAP
    
    $
    (563,814
    )
    
    $
    6,285,841
    
    
    $
    (3,571,203
    )Net earnings (loss) from continuing
operations
    
    $
    (5,392,026
    )
    
    $
    3,417,824
    
    
    $
    (5,245,231
    )Net earnings (loss) from discontinued
operations (Notes 19 and 20(c))
    
    $
    4,828,212
    
    
    $
    2,868,017
    
    
    $
    1,674,028
  2006
    
    
    2005Shareholders equity based on Canadian GAAP
    
    $
    75,046,589
    
    
    $
    73,555,483Accumulated other comprehensive income (loss) (d)
    
    
    242,378
    
    
    
    (5,859
    )Cash held in escrow (c)
    
    
    (2,700,000
    )
    
    
    Shareholders equity based on U.S. GAAP
    
    $
    72,588,967
    
    
    $
    73,549,624
  26




---



##### 



2006
    
    
    2005
    
    
    2004Net earnings (loss) for the year in
accordance with U.S. GAAP
    
    $
    (563,814
    )
    
    $
    6,285,841
    
    
    $
    (3,571,203
    )Unrealized gain (loss) on available
for sale securities arising during
the year
    
    
    242,378
    
    
    
    (5,859
    )
    
    
    174,426Less: reclassification adjustment
for gains realized in net income
    
    
    5,859
    
    
    
    (174,426
    )
    
    
    Change in cumulative translation
adjustment account
    
    
    2,101,995
    
    
    
    (2,183,228
    )
    
    
    310,087$
    1,786,418
    
    
    $
    3,922,328
    
    
    $
    (3,086,690
    )
 27




---



##### 



RESULTS OF OPERATIONS
 FISCAL YEAR ENDED SEPTEMBER 30, 2005,
COMPARED TO FISCAL YEAR ENDED SEPTEMBER 30, 2004
 Net Revenue
   Operating Expense:
      28




---



##### 



Depreciation expense:
  Interest (income) expense and financing costs and accreted interest:
  Investment earnings:
  Income from discontinued operations:
  Net earnings (loss):
  Liquidity and Capital Resources
  29




---



##### 



Income Tax
   Future Income Taxes
  30




---



##### 



THREE MONTHS ENDED SEPTEMBER 30, 2006, COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2005
 Net revenue
 Net revenue by type of service and by customer location:
 Net Revenue for the three months endedSeptember 30(in millions)2006

    
    % of total

    
    2005

    
    % of totalBy type of serviceConsumer and retail branding
    
    $
    2.5
    
    
    
    100
    %
    
    $
    5.5
    
    
    
    100
    %
 2006

    
    % of total

    
    2005

    
    % of totalBy customer locationCanada
    
    $
    1.3
    
    
    
    52
    %
    
    $
    1.1
    
    
    
    20
    %USA/South America
    
    
    0.4
    
    
    
    16
    %
    
    
    4.3
    
    
    
    78
    %Middle east/Asia
    
    
    0.8
    
    
    
    32
    %
    
    
    0.1
    
    
    
    2
    %$
    2.5
    
    
    
    100
    %
    
    $
    5.5
    
    
    
    100
    %
 Net revenue by type of service:
  Net revenue by customer location:
    Operating Expenses
   31




---



##### 



Depreciation expense
  Interest (income) expense and financing costs
  Investment earnings
  Earnings (loss) from discontinued operations
  Net earnings (loss)
  CRITICAL ACCOUNTING POLICIES
   32




---



##### 



Goodwill:
   Intangible Assets:
  Income Taxes:
  Stock Based Compensation and Other Stock based Payments:
  IMPACT OF RECENTLY ISSUED CANADIAN ACCOUNTING STANDARDS
 33




---



##### 



IMPACT
OF RECENTLY ISSUED UNITED STATES ACCOUNTING STANDARDS
    Forward Looking Statements
  34




---



##### 



C.
    
    Research and Development, Patents and Licenses, etc.Not applicable.D.
    
    Trend InformationNot applicable.E.
    
    Off-Balance Sheet ArrangementsNone.F.
    
    Commitments and Contractual CommitmentsSet out below is a summary of the amounts due and committed under contractual cash obligations
at September 30, 2006 (all amounts in thousands):
 Due in 1
    
    Due between
    
    Due between
    
    Due afterTotal
    
    year or less
    
    years 2 and 3
    
    years 4 and 5
    
    5 yearsOperating leases
    

    $2,371
    
    
    $
    755
    
    
    $
    736
    
    
    $
    657
    
    
    $
    223Long-term debt
    

    252
    
    
    
    85
    
    
    
    88
    
    
    
    79Total contractual cash obligations
    

    $2,623
    
    
    $
    840
    
    
    $
    824
    
    
    $
    736
    
    
    $
    223
 G.
    
    Safe HarborSee Special Note Regarding Forward-Looking Statements in the introduction to this Form 20-F.
 Item 6: Directors and Senior Management and Employees
 A. Directors and Senior Management
  NameAge
    
    Positions Held with EnvoyGeoffrey B. Genovese
    
    President, Chairman and Chief52
    
    Executive Officer and DirectorJ. Joseph Leeder
    
    Executive Vice President Mergers52
    
    & Acquisitions and Chief Financial OfficerJohn H. Bailey
    
    Executive Vice President,61
    
    Corporate Secretary and DirectorDavid Hull 123
    
    Director50
 35




---



##### 



NameAge
    
    Positions Held with EnvoyHugh Aird 123
    
    Director50David Parkes 123
    
    Director50
 
 1
    
    Member of the Audit Committee2
    
    Member of the Compensation Committee3
    
    Member of the Nominating and Corporate Governance Committee  Geoffrey B. Genovese :
 J. Joseph Leeder , CA :
 John H. Bailey:
 David Hull :
 Hugh Aird :
 36




---



##### 



David Parkes :
   B.
    
    CompensationThe following table sets forth in, Canadian dollars all compensation for the fiscal year ended
September 30, 2006 paid to the Chief Executive Officer of Envoy and the four other most highly
compensated officers who served as executive officers of the Company (the Named Executive
Officers):
 Long-Term CompensationAwards
    
    PayoutsSecurities
    
    RestrictedAnnual Compensation
    
    Under
    
    Shares orName and
    
    
    
    
    
    
    
    
    
    Other
    
    Option/SARs
    
    Restricted
    
    LTIP
    
    All OtherPrincipal
    
    Salary
    
    
    
    
    
    Annual
    
    Granted
    
    Share Units
    
    Payouts
    
    CompensationPosition
    
    ($)
    
    Bonus
    
    ($)
    
    (#)
    
    ($)
    
    ($)
    
    ($)Geoffrey B. Genovese,
    
    $
    550,00
    
    
    
    650,000
    
    
    
    330,313
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    182,350
    2Chairman, President
and Chief Executive
OfficerJ. Joseph Leeder,
    
    $
    375,898
    
    
    
    400,000
    
    
    
    20,603
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,000
    3Vice President,
Mergers and
Acquisitions and Chief
Financial OfficerJohn H. Bailey,
    
    $
    300,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Executive Vice
President, and
SecretaryColin Beaton
    
    $
    175,000
    
    
    $
    5,940
    
    
    $
    9,779
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Managing Director,
Watt Retail Design
PracticePatrick Rodmell,
    
    $
    272,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Managing Director,
Watt International Inc.
 
 1
    
    Included in this amount is $300,000 which 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 and a car allowance.3
    
    Mr. Leeder received a signing bonus of $200,000. 37




---



##### 



Stock Options Exercised During 2006 Fiscal YearUnexercised Options at
    
    Value of Unexercised InNumber of Shares
    
    Aggregate
    
    FY-End Exercisable/
    
    the Money Options at FY-EndAcquired on
    
    Value Realized
    
    Unexercisable
    
    Exercisable/Unexercisable 1Name
    
    Exercise
    
    ($)
    
    (#)
    
    ($)Geoff Genovese
    
    Nil
    
    Nil
    
    80,000/nil
    
    nil/nilJoseph Leeder
    
    Nil
    
    Nil
    
    nil/nil
    
    nil/nilJohn H. Bailey
    
    Nil
    
    Nil
    
    40,000/nil
    
    nil/nilPatrick Rodmell
    
    Nil
    
    Nil
    
    13,333/nil
    
    12,000/nil15,000/nil
    
    nil/nil1,500/nil
    
    nil/nilColin Beaton
    
    Nil
    
    Nil
    
    
    6,667/3,333
    
    
    nil/nil
  Employment Contracts and Termination Agreements:
   38




---



##### 



39




---



##### 



Compensation of Directors:
   Directors and Officers Liability Insurance:
  C. Board Practices
 Corporate Governance:
 Disclosure Corporate Governance Practices Corporate Governance Guidelines Audit Committees
 
 40




---



##### 



Board of Directors:
        Director
    
    Board Meetings Attended 1Hugh Aird
    
    28 of 29John Bailey
    
    28 of 29Geoff Genovese
    
    29 of 29David Hull
    
    28 of 29David Parkes
    
    28 of 29
 
 Note:1
    
    In addition, Messrs. Aird, Hull and Parkes attended three meetings of the independent directors, at which Messrs. Genovese and Bailey were not eligible to attend. 41




---



##### 



Mandate of the Board:
    Board Committees:
  (a)
    
    Audit CommitteeThe Audit Committee is comprised of three directors, David Parkes (Chairman), Hugh Aird and
David Hull. All three members of the Audit Committee are independent directors of the Company.
Among other things, the Audit Committee is responsible for reviewing the Companys annual and
quarterly consolidated financial statements and reporting to the Board in connection
therewith. On September 22, 2004, the Audit Committee adopted a new Audit Committee Charter,
which specifies the auditors accountability to the Board and the authority and
responsibilities of the Audit Committee in compliance with MI52-110. No changes to the Audit
Committee Charter were required as a result of the amendments to MI 52-110 which became
effective on June 30, 2005. A copy of the Audit Committee Charter is available in the
Governance section of the Companys
 42




---



##### 



website at www.Envoy.to, and is incorporated by reference
herein as Exhibit 15.1 to this Form 20-F.(b)
    
    Compensation CommitteeThe purpose of the Compensation Committee is to assist the Board in its oversight
responsibilities relating to the compensation, nomination, evaluation and succession of the
executive officers of the Company; the administration of the Companys Stock Option/Stock
Appreciation Right Plan; and the review of executive compensation disclosure. The Compensation
Committee is comprised of three directors, David Hull (Chairman), David Parkes and Hugh Aird,
all of whom are independent directors. A copy of the Compensation Committee Charter is
available in the Governance section of the Companys website at www.Envoy.to, and is
incorporated by reference herein as Exhibit 15.2 to this Form 20-F.(c)
    
    Nominating and Corporate Governance CommitteeThe Board has delegated to the Nominating and Corporate Governance Committee of the Board
responsibility for co-coordinating and managing the process of recruiting, interviewing and
recommending candidates to the Board; developing and recommending standards of performance of
the Board as a whole, its committees and individual directors; assessing the effectiveness of
the Board as a whole and its committees and the contribution of individual directors; making
recommendations to the Board regarding the composition of committees of the Board; providing
new directors with an orientation program through a review of past Board materials and other
public and private documents concerning the Company; reviewing and making recommendations to
the Board with respect to developments in the area of corporate governance and the structure
and practices of the Board; and reviewing and assessing compliance by the Company with
applicable corporate governance rules and guidelines established by securities regulators and
stock exchanges. The Nominating and Corporate Governance Committee is comprised of three
independent directors, David Hull (Chairman), Hugh Aird and David Parkes. A copy of the
Nominating and Corporate Governance Committee Charter is available in the Governance section
of the Companys website at www.Envoy.to, and is incorporated by reference herein as Exhibit
15.3 to this Form 20-F.
 Position Descriptions:
   43




---



##### 



Orientation and Continuing Education:
   Nomination of Directors:
    44




---



##### 



Other Board Committees:
  Assessments:
   Shareholder Communication:
  D. Employees
     E. Share Ownership
  45




---



##### 



Options
    Number of CommonShares Under
    
    ExerciseClass of Optionee
    
    Options Granted
    
    Price
    
    Date of ExpiryGeoffrey Genovese
    
    
    80,000
    
    
    $
    4.00
    
    
    May 24, 2009Colin Beaton
    
    
    10,000
    
    
    $
    4.00
    
    
    May 24, 2009Patrick Rodmell
    
    
    13,333
    
    
    $
    1.25
    
    
    October 27, 2007Patrick Rodmell
    
    
    15,000
    
    
    $
    4.00
    
    
    May 24, 2009Patrick Rodmell
    
    
    1,500
    
    
    $
    15.25
    
    
    August 1, 2007Joseph Leeder
    
    
    nil
    
    
    
    n/a
    
    
    n/aJohn H. Bailey
    
    
    40,000
    
    
    $
    4.00
    
    
    May 24, 2009Other
    
    
    16,667
    
    
    $
    1.25
    
    
    October 27, 200715,000
    
    
    $
    3.05
    
    
    May 29, 2007100,000
    
    
    $
    4.00
    
    
    May 24, 20092,050
    
    
    $
    15.25
    
    
    August 1, 2007Total
    
    
    293,550
 46




---



##### 



Number of Common
    
    
    Percent ofIdentity of Person
    
    Shares Owned
    
    
    Outstanding ClassGeoffrey Genovese
    
    
    498,890
    
    
    
    3
    %Joseph Leeder
    
    nil
    
    nilColin Beaton
    
    nil
    
    nilPatrick Rodmell
    
    nil
    
    nilJohn H. Bailey
    
    
    45,518
    
    
    
    0.2
    %
 Item 7: Major Shareholders And Related Party Transactions
 A. Major Shareholders
      47




---



##### 



Number ofIdentity of
    
    Common Shares
    
    Percent ofPerson or Group
    
    Beneficially Owned
    
    Outstanding ClassSteven N. Bronson 1
    
    1,977,100
    
    10.2%Richard L. Scott 1
    
    1,900,000
    
    9.8%Geoffrey B. Genovese 2
    
    498,890
    
    2.6%
 
 1 Ownership figures are based on publicly available information.2 Includes common shares held by family members   B.
    
    Related Party Transactions
   48




---



##### 



Discontinued Operations Acquisition of Subsidiaries
  49




---



##### 



Item 8: Financial Information
  Item 9: The Offer and Listing
 A.
    
    Price History
    50




---



##### 



High
    
    LowFiscal 2002
    
    14.50
    
    1.00Fiscal 2003
    
    8.35
    
    0.50Fiscal 2004
    
    10.75
    
    2.45Fiscal 2005
    
    4.50
    
    2.30Fiscal 2006
    
    2.70
    
    1.50Quarterly 2006First Quarter
    
    2.70
    
    1.62Second Quarter
    
    1.95
    
    1.65Third Quarter
    
    1.85
    
    1.56Fourth Quarter
    
    2.61
    
    1.50Quarterly 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, 2006
    
    2.93
    
    2.60October 31, 2006
    
    2.75
    
    2.35September 30, 2006
    
    2.61
    
    1.63August 31, 2006
    
    1.72
    
    1.50July 31, 2006
    
    1.79
    
    1.51June 30, 2006
    
    1.81
    
    1.56
  51




---



##### 



High
    
    LowFiscal 2002
    
    9.25
    
    0.65Fiscal 2003
    
    6.10
    
    0.30Fiscal 2004
    
    8.05
    
    1.85Fiscal 2005
    
    3.75
    
    1.80Fiscal 2006
    
    2.36
    
    1.31Quarterly 2006First Quarter
    
    2.09
    
    1.42Second Quarter
    
    1.72
    
    1.43Third Quarter
    
    1.65
    
    1.43Fourth Quarter
    
    2.36
    
    1.31Quarterly 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, 2006
    
    2.59
    
    2.24October 31, 2006
    
    2.53
    
    2.13September 30, 2006
    
    2.36
    
    1.32August 31, 2006
    
    1.56
    
    1.31July 31, 2006
    
    1.63
    
    1.45June 30, 2006
    
    1.65
    
    1.51
   B.
    
    Plan of Distribution
  C.
    
    Markets
 52




---



##### 



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
    53




---



##### 



E. Taxation
  54




---



##### 



55




---



##### 



Passive Foreign Investment Company Rules
  56




---



##### 



QEF Election
   57




---



##### 



58




---



##### 



Market-to-Market Election
   59




---



##### 



U.S. Holders are urged to consult their tax advisors concerning the United States federal income tax consequences of holding and disposing of stock of a PFIC.
 Ownership and Disposition of Common Shares if Envoy is Not a PFIC
    60




---



##### 



Backup Withholding and Information Reporting
   F. Dividend and Paying Agents
  G. Statement by Experts
  H. Documents on Display
  http://www.sec.gov
 I. Subsidiary Information
 61




---



##### 



Item 11: Quantitative and Qualitative Disclosures about Market Risk
  Market Risk:
 Foreign Currency Risk:
 Item 12: Description of Securities Other Than Equity Securities
  PART II
 Item 13: Defaults, Dividends Arrearages and Delinquencies
 A.
    
    There has been no material default in the payment of principal, interest, a sinking or
purchase fund installment or any other material default relating to the indebtedness of the
Company its significant subsidiary.B.
    
    There is no preferred stock of Envoy its significant subsidiary and accordingly there has
been no material arrearage in the payment of dividends or any other material delinquency not
cured within 30 days, with respect to any class of preferred stock of Envoy or of its
significant subsidiary.
 Item 14: Material Modifications to the Rights of Security Holders and Use of Proceeds
 A.
    
    There have been no material modifications in the constituent instruments defining any class
of registered securities of Envoy.B.
    
    There has been no material limitation or qualification of the rights evidenced by any class
of registered securities of Envoy by the issuance or modification of any other class of
securities of Envoy.C.
    
    There has been no material withdrawal or substitution of assets securing any class of
registered securities of Envoy.D.
    
    Not applicable.
 62




---



##### 



E.
    
    Not applicable.
 Item 15: Controls and Procedures
   63




---



##### 



Item 16A: Audit Committee Financial Expert
  Item 16B: Code of Business Conduct
    64




---



##### 



Item 16C: Principal Accountant Fees and Services
 (a)
    
    AUDIT FEESwere $350,000 in 2006 and $355,000 in 2005. These fees include year end audit
work, consents, reviews and assistance with regulatory filings.(b)
    
    AUDIT-RELATED FEESwere $nil in 2006, and $64,000 in 2005. These fees include assistance
with due diligence and accounting research.(c)
    
    TAX FEESwere $64,000 in 2006, and $108,000 in 2005. These fees include tax compliance
services and tax advice.(d)
    
    All OTHER FEESwere $nil in 2006, and $nil in 2005.(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
  65




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##### 



(d) Maximum Number(c) Total Number
    
    (or Approximate(b) Average
    
    of Shares (or Units)
    
    Dollar Value) of Shares(a) Total Number
    
    Price Paid
    
    Purchased as Part
    
    (or Units) that May Yetof Shares (or
    
    per Share
    
    of Publicly Announced
    
    Be Purchased Under thePeriod
    
    Units) Purchased
    
    (or Units)
    
    Plans or Programs
    
    Plans or ProgramsAugust 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
    
    
    
    1,606,622October 1, to
October 31, 2005
    
    
    nil
    
    
    
    n/a
    
    
    
    nil
    
    
    
    n/aNovember 1, to
November 30, 2005
    
    
    nil
    
    
    
    n/a
    
    
    
    nil
    
    
    
    n/aDecember 1, to
December 31, 2005
    
    
    nil
    
    
    
    n/a
    
    
    
    nil
    
    
    
    n/aJanuary 1, to
January 31, 2006
    
    
    10,000
    
    
    $
    1.73
    
    
    
    10,000
    
    
    
    1,596,622February 1, to
February 28, 2006
    
    
    nil
    
    
    
    n/a
    
    
    
    nil
    
    
    
    n/aMarch 1, to
March 31, 2006
    
    
    50,000
    
    
    
    1.79
    
    
    
    50,000
    
    
    
    1,546,622April 1, to
April 30, 2006
    
    
    440,800
    
    
    
    1.76
    
    
    
    440,800
    
    
    
    1,105,822May 1, to
May 31, 2006
    
    
    282,000
    
    
    
    1.74
    
    
    
    282,000
    
    
    
    823,822June 1, to
June 30, 2006
    
    
    537,597
    
    
    
    1.76
    
    
    
    537,597
    
    
    
    286,225July 1, to
July 31, 2006
    
    
    280,005
    
    
    
    1.80
    
    
    
    280,005
    
    
    
    6,220August 1, to
August 31, 2006
    
    
    5,700
    
    
    
    1.78
    
    
    
    5,700
    
    
    
    520September 1, to
September 30, 2006
    
    
    nil
    
    
    
    n/a
    
    
    
    nil
    
    
    
    n/aOctober 1, to
October 31, 2006
    
    
    nil
    
    
    
    n/a
    
    
    
    nil
    
    
    
    n/aNovember 1, to
November 30, 2006
    
    
    nil
    
    
    
    n/a
    
    
    
    nil
    
    
    
    n/aTotal
    
    
    2,013,182
    
    
    
    
    
    
    
    2,013,182
  66




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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, 2006
    
    F-1Comments by Auditor for U.S. Readers on Canada-U.S. Reporting DifferencesAuditors Report on the financial statements for the year ended September 30, 2005 and 2004(ii)
    
    Consolidated Balance Sheets as at September 30, 2006 and 2005
    
    F-2(iii)
    
    Consolidated Statements of Operations for the years ended September 30, 2006, 2005 and 2004
    
    F-3(iv)
    
    Consolidated Statements of Retained Earnings (Deficit) for the years ended September 30, 2006,
2005 and 2004
    
    F-4(v)
    
    Consolidated Statements of Cash Flows for the years ended September 30, 2006, 2005 and 2004
    
    F-5(vi)
    
    Notes to Consolidated Financial Statements
    
    F-6
 Item 18: Financial Statements
  67




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##### 



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.1.2
    
    Articles of Incorporation and By-Law No. 1 (as amended on January 9, 2004) of Envoy Communications Group Inc.1.3
    
    Articles of Incorporation and By-Law No. 1 (as amended on January 21, 2005) of Envoy Communications Group Inc.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 Charter15.3**
    
    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)**
    
    Incorporated by reference to the Companys Annual Report on Form 20-F, filed on December 29, 2005 (Commission File No. 000-30082).




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##### 



SIGNATURES
  ENVOY COMMUNICATIONS GROUP INC.Date: December 29, 2006
    /s/ GEOFFREY B. GENOVESEName:
    Geoffrey B. GenoveseTitle:
    Chairman, President and
Chief Executive Officer