UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

_______________

FORM 10-QSB

_______________

(Mark One)

x

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE





SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2005

OR

 ̈

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE



EXCHANGE ACT

For the transition period from  to

Commission file Number: 000-30090

_______________

VISIPHOR CORPORATION

(Exact name of small business issuer as specified in its charter)

_______________



|                                                                     |  |                                                
|-------------------------------------------------------------------- |  | -----------------------------------------------
|Canada(State or other jurisdiction of
incorporation or organization) |  | Not Applicable(IRS Employer Identification No.)

Suite 1100  4710 Kingsway 
Burnaby, British Columbia(Address of principal executive offices)

(604) 684-2449(Issuer's telephone number)

_______________



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



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

Yes o No x



As of November 9, 2005, 30,812,112 common shares of the Issuer were issued and outstanding.



Transitional Small Business Disclosure Format (Check one): Yes o No x



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VISIPHOR CORPORATION



FORM 10-QSB



For the Quarterly Period Ended September 30, 2005



INDEX





|        |                                                             |   
|------- | ----------------------------------------------------------- | --
|PART I  | Financial Information                                       |   
|Item 1. | Financial Statements                                        | 4 
|Item 2. | Managements Discussion and Analysis or Plan of Operation   | 22
|Item 3. | Controls and Procedures                                     | 31
|        |                                                            
|PART II | Other Information                                           |   
|Item 1. | Legal Proceedings                                           | 32
|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 32
|Item 3. | Defaults Upon Senior Securities                             | 32
|Item 4. | Submission of Matters to a Vote of Security Holders         | 32
|Item 5. | Other Information                                           | 32
|Item 6. | Exhibits                                                    | 33







2





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NOTE REGARDING FORWARD-LOOKING STATEMENTS



Except for statements of historical fact, certain information contained herein constitutes forward-looking statements, within Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act).  In some cases, you can identify the forward-looking statements by Visiphor Corporations (Visiphor or the Company) use of the words such as may, will, should, could, expect, plan, estimate, predict, potential, continue, believe, anticipate, intend, expect, or the negative or other variations of these words, or other comparable words or phrases.  Forward-looking statements in this report include, but are not limited to: the Companys expectation that revenues will increase during 2005 when compared to those of 2004 and that such revenues will continue to increase as newly developed products and solutions continue to gain increasing customer acceptance; managements belief that increased revenues achieved as a result of the sale of products will more than offset increased technology development costs; the Companys ability to fund its operations in the future; new contracts to be entered into the near future; the Companys future operating expense levels; and the Companys ability to achieve break-even operations on an operating cash flow basis during the fourth quarter of 2005.



Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results or achievements of the Company to be materially different from any future results or achievements of the Company expressed or implied by such forward-looking statements.  Such factors include, but are not limited to the following: the Companys limited operating history; the Companys need for additional financing; the Companys history of losses; the Companys dependence on a small number of customers; risks involving new product development; competition; the Companys dependence on key personnel; risks involving lengthy sales cycles; dependence on marketing relationships; the Companys ability to protect its intellectual property rights; risks associated with exchange rate fluctuations; risks of software defects; risks associated with product liability; risks associated with the Imagis UK partnership; the potential additional disclosure requirements for trades involving the issued common shares; the difficulty of enforcing civil liabilities against the Company or its directors or officers under United States federal securities laws; the volatility of the Companys share price; risks associated with certain shareholders exercising control over certain matters; risks associated with the acquisition of Sunaptic Solutions Incorporated (Sunaptic) and the other risks and uncertainties described in Exhibit 99.1 to this Quarterly Report.



Although the Company believes that expectations reflected in these forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, achievements or other future events.  Moreover, neither the Company nor anyone else assumes responsibility for the accuracy and completeness of these forward-looking statements.  The Company is under no duty to update any of these forward-looking statements after the date of this report.  You should not place undue reliance on these forward-looking statements.



All dollar amounts in this quarterly report are expressed in Canadian dollars, unless otherwise indicated.



3





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PART 1  FINANCIAL INFORMATION

Item 1.   Financial Statements

The Companys financial statements for the three and nine-month periods ended September 30, 2005 are included in response to Item 1 and have been compiled by the Companys management.  The financial statements should be read in conjunction with Managements Discussion and Analysis or Plan of Operations (Part 1, Item 2) and other financial information included elsewhere in this Form 10-QSB.

|                                                                                                                                                      
|------------------------------------------------------------------------------------------------------------------------------------------------------
|VISIPHOR CORPORATION
(formerly IMAGIS TECHNOLOGIES INC.)
BALANCE SHEETS
AS AT SEPTEMBER 30, 2005 AND DECEMBER 31, 2004
(expressed in Canadian dollars)
|                                                                                                                                                      
|ASSETS                                                                                                                                                
|Current assets                                                                                                                                        
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|LIABILITIES AND SHAREHOLDERS' DEFICIENCY                                                                                                              
|Current liabilities                                                                                                                                   
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|                                                                                                                                                      
|                                                                                                                                                      
|Long-term liabilities                                                                                                                                 
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|Shareholders' deficiency                                                                                                                              
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Operations Note 1

Commitments Note 12

Subsequent event Note 15

See accompanying notes to financial statements



4





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|                                                                                                                                                                                                                                           |                        |                                        |           |   |                                       |           |   |              |           |   |              |           |  |  | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------- | -------------------------------------- | --------- | - | ------------------------------------- | --------- | - | ------------ | --------- | - | ------------ | --------- |  |  | 
|VISIPHOR CORPORATION
(formerly IMAGIS TECHNOLOGIES INC.)
STATEMENTS OF OPERATIONS AND DEFICIT
FOR THE THREE AND NINE- MONTH PERIODS ENDED SEPTEMBER 30, 2005 AND 2004
(expressed in Canadian dollars)
(Unaudited  Prepared by Management)
|                                                                                                                                                                                                                                           |                        |                                       
|                                                                                                                                                                                                                                           |                        | Three-month period ended September 30, |           |   | Nine-month period ended September 30, |          
|                                                                                                                                                                                                                                           |                        | 2005                                   |           |   | 2004                                  |           |   | 2005         |           |   | 2004         |          
|                                                                                                                                                                                                                                           |                        |                                        |           |   |                                       |           |   |              |           |   |              |          
|Revenues:                                                                                                                                                                                                                                  |                        |                                        |           |   |                                       |           |   |              |           |   |              |          
|                                                                                                                                                                                                                                           | Software sales         | $                                      | 547,494   |   | $                                     | 27,946    |   | $            | 1,512,578 |   | $            | 429,886   | 
|                                                                                                                                                                                                                                           | Support and services   |                                        | 459,799   |   |                                       | 74,603    |   |              | 737,568   |   |              | 269,611   | 
|                                                                                                                                                                                                                                           | Other                  |                                        | 1,288     |   |                                       | 265       |   |              | 3,683     |   |              | 6,457     | 
|                                                                                                                                                                                                                                           |                        |                                        | 1,008,581 |   |                                       | 102,814   |   |              | 2,253,829 |   |              | 705,954   | 
|                                                                                                                                                                                                                                           |                        |                                        |           |   |                                       |           |   |              |           |   |              |           | 
|Expenses:                                                                                                                                                                                                                                  |                        |                                        |           |   |                                       |           |   |              |           |   |              |          
|                                                                                                                                                                                                                                           | Administration         |                                        | 877,625   |   |                                       | 485,315   |   |              | 2,116,769 |   |              | 1,996,107 | 
|                                                                                                                                                                                                                                           | Amortization           |                                        | 393,955   |   |                                       | 399,672   |   |              | 1,188,695 |   |              | 1,175,604 | 
|                                                                                                                                                                                                                                           | Bad debt expense       |                                        | 42,801    |   |                                       | -         |   |              | 42,801    |   |              | -         | 
|                                                                                                                                                                                                                                           | Cost of materials      |                                        | 23,100    |   |                                       | -         |   |              | 23,100    |   |              | -         | 
|                                                                                                                                                                                                                                           | Interest               |                                        | 8,623     |   |                                       | 3,813     |   |              | 20,191    |   |              | 25,309    | 
|                                                                                                                                                                                                                                           | Sales and marketing    |                                        | 368,695   |   |                                       | 290,956   |   |              | 1,225,160 |   |              | 766,965   | 
|                                                                                                                                                                                                                                           | Professional services  |                                        | 364,698   |   |                                       | -         |   |              | 624,998   |   |              | -         | 
|                                                                                                                                                                                                                                           | Technology development |                                        | 466,471   |   |                                       | 186,640   |   |              | 1,289,816 |   |              | 702,764   | 
|                                                                                                                                                                                                                                           | Technical services     |                                        | 113,407   |   |                                       | 82,621    |   |              | 389,575   |   |              | 226,962   | 
|                                                                                                                                                                                                                                           |                        |                                        | 2,659,375 |   |                                       | 1,449,017 |   |              | 6,921,105 |   |              | 4,893,711 | 
|                                                                                                                                                                                                                                           |                        |                                        |           |   |                                       |           |   |              |           |   |              |           | 
|Loss for the period                                                                                                                                                                                                                        |                        | (1,650,794)                            |           |   | (1,346,203)                           |           |   | (4,667,276)  |           |   | (4,187,757)  |          
|                                                                                                                                                                                                                                           |                        |                                        |           |   |                                       |           |   |              |           |   |              |          
|Deficit, beginning of period                                                                                                                                                                                                               |                        | (29,675,304)                           |           |   | (24,042,440)                          |           |   | (26,658,823) |           |   | (21,200,886) |          
|                                                                                                                                                                                                                                           |                        |                                        |           |   |                                       |           |   |              |           |   |              |          
|Deficit, end of period                                                                                                                                                                                                                     | $                      | (31,326,098)                           |           | $ | (25,388,643)                          |           | $ | (31,326,099) |           | $ | (25,388,643) |          
|                                                                                                                                                                                                                                           |                        |                                        |           |   |                                       |           |   |              |           |   |              |          
|Loss per share  basic and diluted                                                                                                                                                                                                         | $                      | (0.06)                                 |           | $ | (0.09)                                |           | $ | (0.18)       |           | $ | (0.32)       |          
|                                                                                                                                                                                                                                           |                        |                                        |           |   |                                       |           |   |              |           |   |              |          
|Weighted average number of
shares outstanding                                                                                                                                                                                              |                        | 29,857,782                             |           |   | 15,718,416                            |           |   | 26,530,555   |           |   | 12,973,332   |          

See accompanying notes to financial statements.



5





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|                                                                                                                                                                                                                              |             |                                        |  |  |                                       |  |  |      |  |  |      |  | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------- | -------------------------------------- |  |  | ------------------------------------- |  |  | ---- |  |  | ---- |  | 
|VISIPHOR CORPORATION
(formerly IMAGIS TECHNOLOGIES INC.) 
STATEMENTS OF CASH FLOWS
FOR THE THREE AND NINE-MONTH PERIODSENDED SEPTEMBER 30, 2005 AND 2004
(expressed in Canadian dollars)
(Unaudited  Prepared by Management)
|                                                                                                                                                                                                                              |             |                                       
|                                                                                                                                                                                                                              |             | Three-month period ended September 30, |  |  | Nine-month period ended September 30,
|                                                                                                                                                                                                                              |             | 2005                                   |  |  | 2004                                  |  |  | 2005 |  |  | 2004
|Cash provided by (used in):                                                                                                                                                                                                   |             |                                        |  |  |                                       |  |  |      |  |  |     
|                                                                                                                                                                                                                              |             |                                        |  |  |                                       |  |  |      |  |  |      | 
|                                                                                                                                                                                                                              | Operations: |                                        |  |  |                                       |  |  |      |  |  |      | 

|             |                                                |                                        |                                          |         |           |             |         |             |             |           |             |             |           |           |  | 
|------------ | ---------------------------------------------- | -------------------------------------- | ---------------------------------------- | ------- | --------- | ----------- | ------- | ----------- | ----------- | --------- | ----------- | ----------- | --------- | --------- |  | 
|             | Loss for the period                            | $                                      | (1,650,794)                              |         | $         | (1,346,203) |         | $           | (4,667,276) |           | $           | (4,187,757)
|             | Items not involving cash:                      |                                        |                                          |         |           |             |         |             |             |           |             |            
|             |                                                | Amortization                           |                                          | 393,955 |           |             | 399,672 |             |             | 1,188,695 |             |             | 1,175,604
|             |                                                | Stock-based compensation               |                                          | 194,714 |           |             | 278,188 |             |             | 688,973   |             |             | 1,061,172
|             |                                                | Gain on settlement of accounts payable |                                          | -       |           |             | -       |             |             | -         |             |             | (27,287) 
|             | Changes in non-cash operating working capital: |                                        |                                          |         |           |             |         |             |             |           |             |            
|             |                                                |                                        | Accounts receivable                      |         | (95,832)  |             |         | 263,363     |             |           | (600,770)   |             |           | 306,736  
|             |                                                |                                        | Accrued revenue receivable               |         | 32,523    |             |         | -           |             |           | -           |             |           | -        
|             |                                                |                                        | Prepaid expenses                         |         | 21,570    |             |         | (19,987)    |             |           | (73,631)    |             |           | (8,896)  
|             |                                                |                                        | Accounts payable and accrued liabilities |         | 422,102   |             |         | 30,003      |             |           | 482,211     |             |           | (159,734)
|             |                                                |                                        | Deferred revenue                         |         | (401,933) |             |         | (202)       |             |           | 109,881     |             |           | 9,917    
|             |                                                | (1,083,695)                            |                                          |         | (395,166) |             |         | (2,871,917) |             |           | (1,830,245)
|Investments: |                                                |                                        |                                          |         |           |             |         |             |             |           |            
|             | Purchase of equipment                          |                                        | (29,943)                                 |         |           | (17,440)    |         |             | (216,718)   |           |             | (28,210)   
|             | Deferred acquisition costs                     |                                        | (50,000)                                 |         |           | -           |         |             | (50,000)    |           |             | -          
|             |                                                |                                        | (79,943)                                 |         |           | (17,440)    |         |             | (266,718)   |           |             | (28,210)   
|Financing:   |                                                |                                        |                                          |         |           |             |         |             |             |           |            

| |                                                 |   |           |  |   |          |  |   |           |  |   |           | 
| | ----------------------------------------------- | - | --------- |  | - | -------- |  | - | --------- |  | - | --------- | 
| | Issuance of common shares for cash              |   | 566,017   |  |   | -        |  |   | 3,355,505 |  |   | 1,603,150
| | Share subscriptions received                    |   | -         |  |   | 325,000  |  |   | -         |  |   | 325,000  
| | Share issue costs                               |   | (3,225)   |  |   | -        |  |   | (204,971) |  |   | (69,000) 
| | Capital lease repayments                        |   | (24,820)  |  |   | (6,374)  |  |   | (43,670)  |  |   | (18,162) 
| |                                                 |   | 537,972   |  |   | 318,626  |  |   | 3,106,864 |  |   | 1,840,988
| |                                                 |   |           |  |   |          |  |   |           |  |   |          
| | Increase (decrease) in cash                     |   | (625,666) |  |   | (93,980) |  |   | (31,771)  |  |   | (17,467) 
| | Cash and cash equivalents, beginning of  period |   | 717,043   |  |   | 162,740  |  |   | 123,148   |  |   | 86,227   
| | Cash and cash equivalents, end of period        | $ | 91,377    |  | $ | 68,760   |  | $ | 91,377    |  | $ | 68,760   

6

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|                                                                                                                                                                                                                                          |                                                                                     |      |                                       |      |       |      |         |      |   |         |  |  |  |  |  |  | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------- | ---- | ------------------------------------- | ---- | ----- | ---- | ------- | ---- | - | ------- |  |  |  |  |  |  | 
|VISIPHOR CORPORATION
(formerly IMAGIS TECHNOLOGIES INC.) 
STATEMENTS OF CASH FLOWS (continued)
FOR THE THREE AND NINE-MONTH PERIODSENDED SEPTEMBER 30, 2005 AND 2004
(expressed in Canadian dollars)
(Unaudited  Prepared by Management)
|                                                                                                                                                                                                                                          | Three-month period ended September 30,                                              |      | Nine-month period ended September 30,
|                                                                                                                                                                                                                                          |                                                                                     | 2005 |                                       | 2004 |       | 2005 |         | 2004
|                                                                                                                                                                                                                                          |                                                                                     |      |                                       |      |       |      |         |     
|Supplementary information and disclosures:                                                                                                                                                                                                |                                                                                     |      |                                       |      |       |      |         |     
|                                                                                                                                                                                                                                          | Issuance of common shares on conversion of special warrants                         | $    | -                                     | $    | -     | $    | 781,801 |      | $ | 898,024
|                                                                                                                                                                                                                                          | Issuance of common shares for settlement of debt                                    |      | -                                     |      | -     |      | -       |      |   | 688,404
|                                                                                                                                                                                                                                          | Finders fee recorded on issuance of common shares on conversion of special warrants |      | -                                     |      | -     |      | 33,709  |      |   | 13,337 
|                                                                                                                                                                                                                                          | Issuance of warrants as financing costs                                             |      | -                                     |      | -     |      | 51,548  |      |   | -      
|                                                                                                                                                                                                                                          | Issuance of common shares as financing costs                                        |      | -                                     |      | -     |      | 24,000  |      |   | -      
|                                                                                                                                                                                                                                          | Equipment acquired under capital lease                                              |      | 67,610                                |      | 4,359 |      | 133,547 |      |   | 4,359  
|                                                                                                                                                                                                                                          | Interest paid                                                                       |      | 8,623                                 |      | 3,813 |      | 20,191  |      |   | 25,309 
|                                                                                                                                                                                                                                          | Investment acquired for grant of exclusivity                                        |      | -                                     |      | 1     |      | -       |      |   | 1      









See accompanying notes to financial statements.





7





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1.

Operations:

Visiphor Corporation (the Company or Visiphor) was incorporated under the Company Act (British Columbia) on March 23, 1998 under the name Imagis Technologies Inc. (Imagis). On July 6, 2005 the Company changed its name to Visiphor Corporation and continued under the Canada Business Corporation Act. The Company operates in a single segment, being the development and sale of software applications and solutions.

These financial statements have been prepared on a going concern basis which includes the assumption that the Company will be able to realize its assets and settle its liabilities in the normal course of business.  At September 30, 2005, the Company had incurred a loss from operations of $4,667,276 and a deficiency in operating cash flow of $2,871,917. In addition, the Company has incurred significant operating losses and net utilization of cash in operations in all prior periods. At September 30, 2005, the Company has a working capital deficiency of $667,480. Accordingly, the Company will require continued financial support from its shareholders and creditors until it is able to generate sufficient cash flow from operations on a sustained basis. Failure to obtain ongoing support of its shareholders and creditors may make the going concern basis of accounting inappropriate, in which case the Companys assets and liabilities would need to be recognized at their liquidation values. These financial statements do not include any adjustment due to this going concern uncertainty.



2.

Significant accounting policies:

The consolidated balance sheet as of September 30, 2005, the consolidated statements of operations and deficit for the three months and nine months ended September 30, 2005 and 2004, and the consolidated statements of cash flows for the three months and nine months ended September 30, 2005 and 2004, of the Company and its subsidiaries (collectively, the Company) are unaudited. The Company's consolidated balance sheet as of December 31, 2004, was derived from audited financial statements. In the opinion of management, all adjustments necessary for a fair presentation of such financial statements are included herein. Other than those discussed in the notes below, such adjustments consist only of normal recurring items. Interim results are not necessarily indicative of results for a full year. The Company's consolidated financial statements and notes are presented in accordance with generally accepted accounting principles in Canada for interim financial information and in accordance with the instructions for Form 10-QSB and Article 10 of Regulation S-X, and do not contain certain information included in the Company's consolidated audited annual financial statements and notes. The consolidated financial statements and notes appearing in this report should be read in conjunction with the Company's consolidated audited financial statements and related notes thereto, together with management's discussion and analysis of financial condition and results of operations, contained in the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004, as filed with the Securities and Exchange Commission on March 30, 2005 (file no. 000-30090).

The Company prepares its financial statements in accordance with generally accepted accounting principles in Canada and, except as set out in Note 16, also complies, in all material respects, with accounting principles generally accepted in the United States. The financial statements reflect the following significant accounting policies:

(a)

Basis of consolidation:



The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Briyante Software Corp. (Briyante), since the date of its acquisition on November 25, 2003.  All material inter-Company accounts and transactions have been eliminated.



(b)

Cash equivalents:



The Company considers all highly liquid investments with a term to maturity of three-months or less when purchased to be cash equivalents. Investments having a term in excess of three-months but less than one year are classified as short-term investments.



8





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2.

Significant accounting policies contd:



(c)

Equipment:

Equipment is recorded at cost and is amortized over its estimated useful life on a straight-line basis at the following annual rates:



Asset

Rate



Computer hardware

30%

Furniture and fixtures

20%

Software

100%

Telephone equipment

20%

Tradeshow equipment

20%





Leasehold improvements are amortized straight-line over the lesser of their lease term and estimated useful life.

(d)

Intangible assets:



Intangible assets acquired either individually or with a group of other assets are initially recognized and measured at cost.  The cost of a group of intangible assets acquired in a transaction, including those acquired in a business combination that meet the specified criteria for recognition apart from goodwill, is allocated to the individual assets acquired based on their relative fair values.  The cost of internally developed intangible assets includes direct development costs and overhead directly attributable to development activity.  The cost incurred to enhance the service potential of an intangible asset is capitalized as betterment.  Costs incurred in the maintenance of the service potential of an intangible asset are expensed as incurred.



Intangible assets with finite useful lives are amortized over their useful lives.  The assets are amortized on a straight-line basis at the following annual rates, which are reviewed annually:



Asset

Term



Intellectual property

3 years

Patents

3 years

License

3 years





Intangible assets with indefinite useful lives are not amortized and are tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired.  The impairment test compares the carrying amount of the intangible asset with its fair value, and an impairment loss is recognized in income for the excess, if any.



(e)

Revenue recognition:



(i)

Software sales revenue:

The Company recognizes revenue consistent with Statement of Position 97-2, Software Revenue Recognition. In accordance with this Statement, revenue is recognized, except as noted below, when all of the following criteria are met: persuasive evidence of a contractual arrangement exists, title has passed, delivery and customer acceptance has occurred, the sales price is fixed or determinable and collection is reasonably assured.  Cash received in advance of meeting the revenue recognition criteria is recorded as deferred revenue.



9





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(2)    Significant accounting policies contd:

When a software product requires significant production, modification or customization, the Company generally accounts for the arrangement using the percentage-of-completion method of contract accounting. Progress to completion is measured by the proportion that activities completed are to the activities required under each arrangement. When the current estimate on a contract indicates a loss, a provision for the entire loss on the contract is made. In circumstances where amounts recognized as revenue under such arrangements exceed the amount invoiced, the difference is recorded as accrued revenue receivable.

When software is sold under contractual arrangements that include post contract customer support (PCS), the elements are accounted for separately if vendor specific objective evidence (VSOE) of fair value exists for all undelivered elements. VSOE is identified by reference to renewal arrangements for similar levels of support covering comparable periods. If such evidence does not exist, revenue on the completed arrangement is deferred until the earlier of (a) VSOE being established or (b) all of the undelivered elements being delivered or performed, with the following exceptions: if the only undelivered element is PCS, the entire fee is recognized ratably over the PCS period, and if the only undelivered element is service, the entire fee is recognized as the services are performed.

The Company provides for estimated returns and warranty costs, which to date have been nominal, on recognition of revenue.

(ii)

Support and services revenue:

Up front payments for contract support and services revenue is deferred and is amortized to revenue over the period that the support and services are provided.

(f)

Use of estimates:

The preparation of financial statements in accordance with generally accepted accounting principles in Canada requires management to make estimates and assumptions that affect the amounts reported or disclosed in the financial statements.  Actual amounts may differ from these estimates.  Areas of significant estimate include, but are not limited to: valuation of accounts receivable; amortization periods of equipment, intellectual property and other assets; valuation of intellectual property; fair value inputs for calculation of stock-based compensation; and the valuation allowance of future income tax assets.

(g)

Foreign currency:

Monetary assets and liabilities denominated in foreign currencies are translated into Canadian dollars at exchange rates in effect at the balance sheet date. Revenues and expenses are translated using rates in effect at the time of the transactions. Foreign exchange gains and losses are included in expenses and are insignificant for all periods presented.

(h)

Income taxes:

The Company uses the asset and liability method of accounting for income taxes. Under the asset and liability method, future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of substantive enactment. To the extent that it is not considered to be more likely than not that a deferred tax asset will be realized, a valuation allowance is provided.



(i)

Stock-based compensation:



The Company has a stock-based compensation plan, which is described in note 10.  Subsequent to January 1, 2003, the Company accounts for all stock-based payments to employees and non-employees using the fair value based method.  Under the fair value based method, stock-based payments are measured at the fair value of the consideration received, or the fair value of the equity instruments issued, whichever is more reliably measured.



10





---



2.

Significant accounting policies contd:

The fair value of stock-based payments to non-employees is periodically re-measured until counterparty performance is compete, and any change therein is recognized over the period and in the same manner as if the Company had paid cash instead of paying with or using equity instruments.  The cost of stock-based payments to non-employees that are fully vested and non-forfeitable at the grant date is measured and recognized at that date.



Under the fair value based method, compensation cost attributable to employee awards is measured at fair value at the grant date and recognized over the vesting period.  Compensation cost attributable to awards to employees that call for settlement in cash or other assets is measured at intrinsic value and recognized over the vesting period.  Changes in intrinsic value between the grant date and the measurement date result in a change in the measure of compensation cost.  For awards that vest at the end of the vesting period, compensation cost is recognized on a straight-line basis; for awards that vest on a graded basis, compensation cost is recognized on a pro-rata basis over the vesting period.



Prior to January 1, 2003, the Company followed the settlement method of accounting for employee stock options.  The fair value method was used for non-employee grants made in the year ended December 31, 2002 and the settlement method for grants made prior to that date. Had compensation expense associated with employee stock options awarded prior to January 1, 2003 been determined in accordance with the fair value method, the Companys net loss and net loss per share for the nine-month periods ended September 30, 2005 and 2004 would have been unaffected.

(j)

Loss per share:

Loss per share is calculated using the weighted average number of shares outstanding during the reporting period.  This average includes common shares issued in a reporting period from their date of issuance.  Diluted per share amounts are calculated by the treasury stock method whereby the assumed proceeds of dilutive exercisable instruments are applied to repurchase common shares at the average market price for the period.  The resulting net issuance is included in the weighted average number for purposes of the diluted per share calculation.  As all outstanding shares and warrants are anti-dilutive, there is no difference between basic and diluted loss per share.



(k)

Comparative figures:

Certain comparative figures have been reclassified to conform to the presentation adopted in the current quarter.

3.

Change in accounting for stock-based compensation:

Prior to January 1, 2003, the Company applied the fair value based method of accounting prescribed by CICA Handbook Section 3870, Stock-based Compensation and Other Stock-based Payments; only to non-employee awards made on or after January 1, 2002 and to employee stock appreciation rights, and applied the settlement method of accounting to employee stock options.  Under the settlement method, any consideration paid by employees on the exercise of stock options or purchase of stock is credited to share capital and no compensation expense was recognized.

The CICA Accounting Standards Board amended CICA Handbook Section 3870  Stock-based Compensation and Other Stock-based Payments  to require entities to account for employee stock options using the fair value based method, beginning January 1, 2004, with early adoption encouraged.  The Company has elected to apply fair value accounting for all employee stock options granted on or after January 1, 2003 and, in accordance with one of the transitional options permitted under amended Section 3870, has accounted for this change prospectively.



11





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4.

Equipment:

|At
      September 30, 2005  | Cost                   | Accumulated
      amortization | Net
      book
      value
|---------------------------- | ---------------------- | ------------------------------ | --------------------------
|                             |                        |                                |                           
|Computer hardware            | $       
      538,476 | $       
      381,416         | $      
      157,060     
|Leasehold improvements       | 135,954                | 7553                           | 128,401                   
|Furniture and fixtures       | 214,368                | 92,791                         | 121,577                   
|Software                     | 150,676                | 142,044                        | 8,632                     
|Tradeshow
      Equipment    | 64,897                 | 51,666                         | 13,231                    
|                             |                        |                                |                           
|                             | $    
      1,104,371  | $       
      675,470         | $       
      428,901    
|                             |                        |                                |                           
|                             |                        |                                |                           
|At
      December 31, 2004   | Cost                   | Accumulated
      amortization | Net
      book
      value
|                             |                        |                                |                           
|Computer hardware            | $       
      412,691 | $       
      308,506         | $       
      104,185    
|Furniture and fixtures       | 134,886                | 68,500                         | 66,386                    
|Software                     | 134,871                | 122,199                        | 12,672                    
|Telephone Equipment          | 6,761                  | 1,485                          | 5,276                     
|Tradeshow Equipment          | 64,897                 | 44,792                         | 20,105                    
|Leasehold
      Improvements | 734                    | 734                            | -                         
|                             |                        |                                |                           
|                             | $       
      754,840 | $        
      546,216        | $       
      208,624    



Equipment under Capital lease:



Included in computer hardware as at September 30, 2005 is $152,991 (December 31, 2004: $86,524) in cost and accumulated amortization of $66,833 (December 31, 2004: $40,663) of computer hardware under capital lease.



Included in furniture and fixtures as at September 30, 2005 is $74,148 (December 31, 2004: $9,105) in cost and accumulated amortization of $9,299 (December 31, 2004: $4,401) of furniture and fixtures under capital lease.



5.

Investment



On July 31, 2004 the Company entered into an agreement with a United Kingdom (UK) Company to form a jointly owned subsidiary, Imagis Technologies UK Limited (Imagis UK). Imagis UK is the exclusive distributor of Visiphors software products in the UK and a non-exclusive distributor on a world-wide basis. The Company owns a 25% interest in Imagis UK in consideration of the grant of UK exclusivity, and the UK Company has committed to provide £500,000 (approximately $1.25 million) over the next two years to support the initial start-up costs of Imagis UK in consideration for a 75% ownership interest in Imagis UK. The Companys initial investment in Imagis UK has been recorded at a nominal amount of $1 and the Companys share of Imagis UKs income will be accounted for on an equity accounted basis. Imagis UKs operations are in the start-up phase, and there has been no significant gain or loss to date.  The Company is not required to make any advances to Imagis UK and has not made any advances to date.



12





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6.

Advance on Investment



The Company has entered into an agreement to acquire Sunaptic a privately-held, Vancouver-based company specializing in providing integration solutions using Microsoft technologies such as .NET and BizTalk Server for the health care and financial services marketplaces. On September 27, 2005 the Company made a $50,000 non-refundable lock-up payment to Sunaptic. The Company agreed to acquire 100% of the outstanding shares of Sunaptic for consideration of $3,200,000. The consideration will consist of $2,720,000 in cash and 960,000 common shares of the Company at a deemed price of $0.50 per share. The common shares issued by the Company will be held in escrow, with 50% to be released on the 12 month anniversary of closing of the acquisition and 50% to be released on the 18month anniversary of the closing of the acquisition. The closing of the acquisition is subject to the Company completing an associated financing of sufficient size to fund the cash portion of the consideration. This transaction is subject to regulatory approval. Under the terms of the agreement the transaction is required to close on or before November 18, 2005.



7.

Intellectual property:

|At
      September 30, 2005 | Cost            | Accuamulated
      amortization | Net
      book
      value
|--------------------------- | --------------- | ------------------------------- | --------------------------
|                            |                 |                                 |                           
|Intellectual property       | $     3,972,552 | $      2,414,731                | $     1,557,821           
|                            |                 |                                 |                           
|                            |                 |                                 |                           
|At
      December 31, 2004  | Cost            | Accumulated
      amortization  | Net
      book
      value
|                            |                 |                                 |                           
|Intellectual property       | $     3,972,552 | $      1,421,592                | $     2,550,960           
|                            |                 |                                 |                           

8.

Other assets:

|At
      September 30,2005 | Cost                    | Accuamulated
      amortization | Net
      book
      value
|-------------------------- | ----------------------- | ------------------------------- | --------------------------
|                           |                         |                                 |                           
|Patents                    | $         
      78,227 | $         
      67,363         | $         
      10,864   
|License                    | 236,395                 | 236,395                         | -                         
|                           |                         |                                 |                           
|                           | $       
      314,622  | $       
      303,758          | $         
      10,864   
|                           |                         |                                 |                           
|                           |                         |                                 |                           
|At December 31, 2004       | Cost                    | Accumulated
      amortization  | Net
      book
      value
|                           |                         |                                 |                           
|Patents                    | $         
      78,227 | $         
      47,806         | $         
      30,421   
|License                    | 236,394                 | 190,382                         | 46,012                    
|                           |                         |                                 |                           
|                           | $       
      314,621  | $       
      238,188          | $         
      76,433   





13





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9.

Capital lease obligations:

2005

2004



2005, including buy-out options

$

14,366

$       
34,836

2006, including buy-out options

65,296

14,784

2007, including buy-out options

65,442

14,931

2008, including buy-out options

34,628

-

179,732

64,551

Implicit interest portion

(36,852)

(11,549)

142,880

53,002

Current portion of capital lease obligations

43,594

28,089



Long-term portion of capital lease obligations

$

99,286

$

24,913



10.

Share capital:

(a)

Authorized:

100,000,000 common shares without par value

50,000,000 preferred shares without par value, non-voting, issuable in one or more series



(b)

Issued



Number

of shares

Amount



Balance, December 31, 2003

8,845,157

$

21,528,421



Issued during year for cash:

Private Placement

7,938,208

2,782,289

Special Warrants exercised

1,169,741

907,985

Issued in settlement of accounts payable

2,654,675

1,019,562

Issued for acquisition of intellectual property

187,500

75,000

Share issuance costs

-

(82,337)



Balance, December 31, 2004

20,795,281

26,230,920



Issued during period for cash:

Private Placements

7,107,785

2,700,225

Options exercised

211,895

86,630

Warrants exercised

1,630,000

708,650

Special Warrants exercised

1,007,151

781,802

Fair
value of options exercised

-                           
60,458











































































Share
Issuance
Costs                                                                                                       
-                       
(314,230)







































































































































Issuance
of shares as share issuance
cost                                                          
60,000                           
24,000



















---



Balance, September 30, 2005

30,812,112

$

30,278,455

---



14





---

10.   Share capital contd:

(c)

Special warrants:



During October and November 2003, the Company sold a total of 9,796,087 special warrants (the Special Warrants) at $0.1725 per Special Warrant in a series of four tranches.  Cash proceeds of $899,075 less commissions of $39,757 were received for the sale of 5,212,029 Special Warrants and 4,584,058 Special Warrants were issued in settlement of $790,750 in debt.  Each Special Warrant was exercisable, for no additional consideration, into units consisting of 0.2222 common shares and 0.2222 share purchase warrants, with the exception of 1,002,899 Special Warrants issued to insiders of the Company.  The units issued to insiders of the Company were exercisable into 0.2222 common shares with no share purchase warrant.  Each whole warrant entitled the holder for two years from the date of issue of the Special Warrants to acquire one additional common share at an exercise price of $1.04 per share in the first year and $1.14 per share in the second year.  The Special Warrants were convertible at the holders option at any time for an eighteen month period and converted automatically at the end of the eighteen months.  The Company was not required to meet any conditions prior to conversion.  Finders fees of $39,758 cash and 38,641 in brokers warrants exercisable at $1.04 per share were paid.  The brokers warrants were exercisable until October 30, 2004 and have been recorded at the fair value as at the date of issue of $7,327 as a reduction in the proceeds of the Special Warrants and an increase in contributed surplus.  As at September 30, 2005, 2,176,907 units have been issued on conversion of all the Special Warrants which resulted in the issuance of 2,176,907 common shares and 2,176,907 share purchase warrants.

(d)

Warrants:

At December 31, 2004, and September 30, 2005, the following warrants were outstanding:





|December
      31,
      2004 | Issued    | Exercised   | Expired | September
      20,
      2005 | Exercise
      price | Expiry
      date
|----------------------------- | --------- | ----------- | ------- | ------------------------------ | -------------------- | -----------------
|                              |           |             |         |                                |                      |                  
|1,840,671                     | 784,300   | -           |         | 2,624,971                      | $0.46                | November 30, 2005
|4,007,875                     | -         | (125,000)   | -       | 3,882,875                      | $0.50                | April 28, 2005   
|                              |           |             |         |                                | or at $0.75          | April 28, 2006   
|226,584                       | -         | -           | -       | 226,584                        | $0.50                | April 29, 2005   
|                              |           |             |         |                                | or at $0.75          | April 29, 2006   
|166,700                       | -         | (80,000)    | -       | 86,700                         | $0.53                | May 20, 2005     
|                              |           |             |         |                                | or at $0.75          | May 20, 2006     
|                              | 2,505,000 | (125,000)   | -       | 2,380,000                      | $0.55                | May 24, 2006     
|187,500                       | -         | -           | -       | 187,500                        | $0.40                | November 29, 2005
|                              |           |             |         |                                | or at $0.50          | November 29, 2006
|3,930,333                     | -         | (1,000,000) | -       | 2,930,333                      | $0.40                | November 30, 2005
|                              |           |             |         |                                | or at $0.50          | November 30, 2006
|946,166                       | -         | -           | -       | 946,166                        | $0.45                | December 31, 2005
|                              |           |             |         |                                | or at $0.55          | December 31, 2006
|-                             | 2,857,785 | (300,000)   | -       | 2,557,785                      | $0.45                | January 11, 2006 
|                              |           |             |         |                                | or at $0.55          | January 11, 2007 
|                              |           |             |         |                                |                      |                  
|                              |           |             |         |                                |                      |                  
|11,305,829                    | 6,147,085 | (1,630,000) | -       | 15,822,914                     |                      |                  



On September 27, 2005, the Company re-priced 2,624,971 warrants to $0.46 and extended their expiry date to November 30, 2005. The re-priced warrants consisted of 1,954,042 warrants with an original exercise price of $1.14 and 670,929 warrants with an original exercise price of $0.64. The original expiry dates for the warrants with an original exercise price of $1.14 were: 64,412 at September 30, 2005; 128,824 at October 10, 2005; 386,473 at October 14, 2005; 397,811 at October 30, 2005; 976,522 at October 31, 2005. The original expiry dates for the warrants with an original exercise price of $0.64 were 311,079 at October 30, 2005 and 359,850 at November 20, 2005.



15





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10.   Share capital contd:

(e)

Options:



The Company has a stock option plan that was approved at the Companys annual general meeting of shareholders on June 17, 2005.  Under the terms of the plan the Company may reserve up to 5,889,756 common shares for issuance under the plan.  The Company has granted stock options to certain employees, directors, advisors, and consultants.  These options are granted for services provided to the Company.  All options granted prior to November 25, 2003 expire five years from the date of grant with the exception of 22,222 options issued during 2002 to a consultant that expired two years from the date of grant.  All options granted subsequent to November 25, 2003, expire 3 years from the date of the grant.  All options vest one-third on the date of the grant, one-third on the first anniversary of the date of the grant and one-third on the second anniversary of the date of the grant.  On November 25, 2003 all stock options along with the Companys outstanding shares were consolidated on a 1 new option for 4.5 old basis. During the year ended December 31, 2004 all options outstanding as at December 31, 2003 were repriced to $0.78. For options that were granted prior to the adoption of the fair value based method, the fair value of the award was remeasured at the date of modification, and the full amount of the fair value was recorded as the compensation cost to the extent that vesting has occurred at December 31, 2004.



For options issued in 2003 and previously accounted for under the fair value method, modification accounting is applied.  Under modification accounting the Company recorded additional expense equal to the difference between the fair value of the original award on the date of the repricing, and the fair value of the modified award also on the date of the repricing.



A summary of the status of the Companys stock options at September 30, 2005, and December 31, 2004 (giving retroactive effect to the share consolidation), and changes during the periods ended on those dates are presented below:



September 30, 2005

December 31, 2004

Weighted average

Weighted average

Shares

exercise price

Shares

exercise price



Outstanding, beginning of period

3,092,334

$ 0.61

770,294

$ 5.26

Repriced to $0.78

-

-

(4.48)

Granted

2,685,896

0.74

2,690,925

0.58

Exercised

(211,895)

0.41

-

-

Cancelled

(253,335)

0.71

(368,885)

0.78



Outstanding, end of period

5,313,000

$ 0.68

3,092,334

$ 0.61





16





---

10.   Share capital contd:

(e)

Options contd:

The following table summarizes information about stock options outstanding at September 30, 2005:







Options outstanding

Options exercisable

Number

Number

outstanding

Weighted

Weighted

exercisable,

Weighted

September 30,

remaining

average

September 30,

average

Exercise price

2005

contractual life

exercise price

2005

exercise price



$0.33

69,999

2.21

$0.33

-

-

$0.34

13,333

2.11

$0.34

-

-

$0.35

10,333

2.22

$0.35

1,667

$0.35

$0.36

44,072

2.37

$0.36

11,482

$0.36

$0.39

105,000

2.52

$0.39

35,000

$0.39

$0.40

991,033

1.90

$0.40

617,525

$0.40

$0.41

13,000

1.73

$0.41

7,000

$0.41

$0.45

5,000

1.67

$0.45

-

-

$0.49

50,000

2.92

$0.49

16,667

$0.49

$0.50

37,500

2.72

$0.50

12,834

$0.50

$0.55

10,000

1.59

$0.55

6,667

$0.55

$0.56

21,166

2.63

$0.56

4,500

$0.56

$0.57

27,999

2.66

$0.57

-

-

$0.65

40,000

2.81

$0.65

13,334

$0.65

$0.66

182,222

1.65

$0.66

111,487

$0.66

$0.67

15,000

2.76

$0.67

5,000

$0.67

$0.68

10,000

2.85

$0.68

3,334

$0.68

$0.69

20,000

2.86

$0.69

6,667

$0.69

$0.78

1,454,446

1.26

$0.78

1,089,990

$0.78

$0.79

2,192,897

2.73

$0.79

730,983

$0.79





5,313,000

2.11

$0.68

2,674,137

$0.68



The weighted average fair value of employee stock options granted during the period ended September 30, 2005 was $0.74 (2004: $0.60) per share purchase option. The weighted average fair value of employee stock options repriced during the period ended September 30, 2005 was $Nil (2004: $0.52) per share purchase option as at the date of the reprice. The fair value of each stock option grant was estimated on the

date of grant using the Black-Scholes option pricing model using the following average inputs:  volatility - 67%; risk free interest rate - 5%; option term - 3 years; and dividend yield - nil.  The total compensation expense of $688,973 has been allocated to the expense account associated with each individual employee expense and credited to contributed surplus.



11.

Related-party transactions not disclosed elsewhere are as follows:



At September 30, 2005, accounts payable and accrued liabilities included $404,370 (at December 31, 2004 - $284,759) owed by the Company to directors and officers and companies controlled by directors and officers of the Company. These amounts are unsecured, non-interest bearing and payable on demand. At September 30, 2005, accounts payable and accrued liabilities included $348,810 (at December 31, 2004 - $300,500) owed by the Company to companies formerly related by virtue of having a director or officer in common with the Company.



17





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12.

Commitments:

The Company is committed to the following operating lease payments over the next four years:



|Year | Equipment           | Building            | Total              
|---- | ------------------- | ------------------- | -------------------
|     |                     |                     |                    
|2005 | $       14,366      | $       37,037      | $       51,403     
|2006 | 65,296              | 248,885             | 314,181            
|2007 | 65,442              | 202,900             | 268,342            
|2008 | 34,629              | 202,900             | 237,529            
|     |                     |                     |                    
|     | $    
      179,733 | $    
      691,722 | $    
      871,455





The lease for the Companys head office expired on June 30, 2005, and new premises were obtained under a sublease. The terms of the sublease are for 10,938 square feet for the period of August 1, 2005 to December 30, 2009. The monthly rent is $16,908.33 with rent abatement for the first three-month period and a partial payment of $4,800 for November 2005.



On January 27, 2005 the Company received a Notice of Demand from OSI Systems PVT Ltd (OSI) for USD$500,000 alleging that the Company was in default under the terms of various agreements. On August 16, 2005 the parties settled this claim. Under the terms of the settlement the Company agreed to pay OSI USD$400,000. The Company made a payment of USD$100,000 on September 1, 2005 and has agreed to make a second payment of USD$125,000 on November 15, 2005 and a final payment of USD$175,000 on December 31, 2005.



13.

Financial instruments and risk management:

(a)

Fair values:



The fair value of the Companys financial instruments, represented by cash, accounts receivable, accounts payable and accrued liabilities, approximates their carrying values due to their ability to be promptly liquidated or their immediate or short term to maturity.  Based on current interest rates relative to those implicit in the leases, the fair value of capital lease obligations is estimated to not be materially different from their carrying values.

(b)

Credit risk:



The Company is exposed to credit risk only with respect to uncertainty as to timing and amount of collectibility of accounts receivable.  The Companys maximum credit risk is the carrying value of accounts receivable.

(c)

Foreign currency risk:



Foreign currency risk is the risk to the Companys earnings that arises from fluctuations in foreign currency exchange rates, and the degree of volatility of these rates.  Management has not entered into any foreign exchange contracts to mitigate this risk.



18





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14.

Segmented information:



The Company operates in a single segment: the development and sale of software.  Management of the Company makes decisions about allocating resources based on this one operating segment.



Substantially all revenue is derived from sales to customers located in Canada, the United States, the United Kingdom and Saudi Arabia.  Geographic information is as follows:



2005                            
2004



Canada

$

644,766

$

125,682

United States

1,577,601

135,667

United Kingdom

31,462

352,428

Saudi Arabia

-

58,462

Other

-

33,715



$

2,253,829

$

705,954



Substantially all of the Companys fixed assets are in Canada.

Major customers, representing 10% or more of total revenue are:



2005                             
2004



---

Customer A

$

497,666

$

-

Customer B

328,364

-

Customer C

260,614

23,510

Customer D

15,644

150,168

Customer E

-

98,142







15.

Subsequent event:



Subsequent to September 30, 2005:



a)

The Company announced its intention to complete a brokered private placement by way of an offering memorandum (the Offering) of up to $5,500,000. The Offering will consist of up to 11 million units priced at $0.50 per unit. Each unit will consist of one common share and one half common share purchase warrant.  Each whole warrant will entitle the holder for one year from the date of issue of the units to acquire one additional common share in the capital of Visiphor at an exercise price of $0.60 or at $0.75 for a second year. The private placement will be subject to regulatory approval. The Company has agreed to pay the following consideration to the agent for the Offering:



i.

a cash commission of 7% of the gross proceeds of the Offering;

ii.

brokers warrants entitling the holder to purchase up to such number of units as is equal to 10% of the total number of units sold through the Offering, each warrant exercisable for a period of two years for one unit at $0.50;

iii.

a work fee of $25,000 cash plus reasonable expenses.



19





---



16.

United States generally accepted accounting principles:

These financial statements have been prepared in accordance with generally accepted accounting principles in Canada (Canadian GAAP) which differ in certain respects with accounting principles generally accepted in the United States (U.S. GAAP).  Material issues that could give rise to measurement differences to these consolidated financial statements are as follows:



(a)

Stock-based compensation:



As described in note 10, the Company has granted stock options to certain employees, directors, advisors, and consultants.  These options are granted for services provided to the Company.  For options issued subsequent to December 31, 2001, the Company amortizes the expense of all options issued to non-employees based on the Black-Scholes model under Canadian GAAP.  For U.S. GAAP purposes, an enterprise recognizes or, at its option, discloses the impact of the fair value of stock options and other forms of stock-based compensation in the determination of income.  The Company has elected under U.S. GAAP to continue to measure compensation cost for stock options granted to employees prior to January 1, 2003 by the intrinsic value method.  Options granted to non employees prior to January 1, 2002, are required to be measured and recognized at their fair value as the services are provided and the options are earned.  In addition, during the year ended December 31, 2001 and 2002, the Company repriced certain options and consequently, in accordance with the intrinsic value method under U.S. GAAP, such options are accounted for as variable options and net increases in the underlying common shares market price since the repricing date are recognized as compensation cost until the options are exercised, expire or forfeited.



(b)

Beneficial conversion option:



During the year ended December 31, 2000, the Company issued convertible debentures with detachable warrants attached.  For Canadian GAAP purposes, the issuance was considered to be of a compound debt and equity instrument and the proceeds were allocated between the two elements based on their relative fair values.  For U.S. GAAP purposes, the consideration received was allocated between the debt and warrants resulting in a beneficial conversion option as the fair value of the shares issuable on conversion of the debt is in excess of the value at which such shares would be issuable based on the reduced carrying value of the debt element.  This beneficial conversion option was amortized over the period to the first conversion date.



(c)

Warrant issuance for services:

During the year ended December 31, 2000, the Company issued 200,000 warrants having an exercise price of $3.50 each for services rendered.  In accordance with the Companys accounting policies, at that time, for Canadian GAAP purposes no value has been assigned to these warrant issuances.  For U.S. GAAP purposes, the fair value of these warrants would be determined based on an option pricing model and recognized as the services are provided.



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16.

United States generally accepted accounting principles contd:

(c)

Warrants issuance for services contd:



The effect of these accounting differences on deficit, net loss, loss per share and future income taxes under United States accounting principles are as follows:





Nine-month period ended

September
30,             
September 30,
                                                                                                                                              
2005                              
2004

Deficit, Canadian GAAP

$

(31,326,099)

$

(25,388,643)

Cumulative stock-based compensation (a)

(1,380,198)

(1,380,198)

Beneficial conversion options (b)

(208,200)

(208,200)

Warrants issued for services (c)

(722,000)

(722,000)



Deficit, U.S. GAAP

$

(33,636,497)

$

(27,699,041)



Loss for the period, Canadian GAAP

$

(4,667,276)

$

(4,187,757)

Stock-based compensation

-

(35,000)



Loss for the period, U.S. GAAP

$

(4,667,276)

$

(4,222,757)



Loss per share, U.S. GAAP  basic and diluted

$

(0.18)

$            
(0.32)









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Item 2.  Managements Discussion and Analysis or Plan of Operation



About Visiphor

Visiphor develops and markets software that simplifies, accelerates, and economizes the process of connecting existing, disparate databases, enhanced as appropriate with biometric facial recognition technology. The combination of these technologies enables information owners to share data securely with external stakeholders and software systems using combinations of text or imagery. This includes searching disconnected data repositories for information about an individual using only a facial image.  This allows organizations to quickly create regional information sharing networks. The Company also uses its core integration technologies to provide law enforcement arrest and booking automation solutions.



Using industry standard Web Services and XML, the Company delivers a secure and economical approach to true, real-time data and application interoperability. Production deployments of the Companys core integration technologythe Briyante Integration Environment (BIE)have demonstrated positive reductions in the time and risk associated with implementing and supporting integrated access to physically and technologically disparate computers. The Company believes the broad ranging applicability of BIE into a variety of vertical markets such as health care, financial services, government services and telecommunications has been demonstrated by recent, successful deployments in the United States.



Overview

The Companys Business

The Company derives a substantial portion of its revenues, and it expects to derive a substantial portion of its revenues in the near future, from sales of its software to a limited number of customers. Additional revenues are achieved through the implementation and customization of this software as well as from the support, training, and ongoing maintenance that results from each software sale. The Companys success will depend significantly upon the timing and size of future purchase orders from its largest customers as well as from the ability to maintain relationships with its existing installed customer base.

Typically, the Company enters into a fixed price contract with a customer for the licensing of selected software products and the provision of specific services.  The Company generally recognizes total revenue for software and services associated with a contract using percentage of completion method based on the total costs incurred over the total estimated costs to complete the contract.

The Companys revenue is dependent, in large part, on contracts from a limited number of customers.  As a result, any substantial delay in the Companys completion of a contract, the inability of the Company to obtain new contracts or the cancellation of an existing contract by a customer could have a material adverse effect on the Companys results of operations.  The loss of certain contracts could have a material adverse effect on the Companys business, financial condition, operating results and cash flows.  As a result of these and other factors, the Companys results of operations have fluctuated in the past and may continue to fluctuate from period-to-period.

Recent world events and concerns regarding security have increased awareness of and interest in products that have law enforcement or other security applications, including certain of the products and services offered by Visiphor.  There can be no assurance, however, that such trends will continue or will result in increased sales of the Companys products and services.

Critical Accounting Polices

Critical accounting policies are those that management believes are both most important to the portrayal of the Companys financial conditions and results, and that require difficult, subjective, or complex judgements, often as a result of the need to make estimates about the effects of matters that involve uncertainty.



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Visiphor believes the critical accounting policies it uses in preparation of its financial statements are as follows:

Revenue recognition

(i)

Software sales revenue:

The Company recognizes revenue consistent with Statement of Position 97-2, Software Revenue Recognition. In accordance with this Statement, revenue is recognized, except as noted below, when all of the following criteria are met: persuasive evidence of a contractual arrangement exists, title has passed, delivery and customer acceptance has occurred, the sales price is fixed or determinable and collection is reasonably assured.  Funds received in advance of meeting the revenue recognition criteria are recorded as deferred revenue.

When a software product requires significant production, modification or customization, the Company generally accounts for the arrangement using the percentage-of-completion method of contract accounting. Progress to completion is measured by the proportion that activities completed are to the activities required under each arrangement. When the current estimate on a contract indicates a loss, a provision for the entire loss on the contract is made.  In circumstances where amounts recognized as revenue under such arrangements exceed the amount invoiced, the difference is recorded as accrued revenue receivable.

When software is sold under contractual arrangements that include post-contract customer support (PCS), the elements are accounted for separately if vendor specific objective evidence (VSOE) of fair value exists for all undelivered elements. VSOE is identified by reference to renewal arrangements for similar levels of support covering comparable periods. If such evidence does not exist, revenue on the completed arrangement is deferred until the earlier of (a) VSOE being established or (b) all of the undelivered elements being delivered or performed, with the following exceptions: if the only undelivered element is PCS, the entire fee is recognized ratably over the PCS period, and if the only undelivered element is service, the entire fee is recognized as the services are performed.

The Company provides for estimated returns and warranty costs, which to date have been nominal, on recognition of revenue.

(ii)

Support and services revenue:

Up front payments for contract support and services revenue is deferred and is amortized to revenue ratably over the period that the support and services are provided.

Intangible Assets:

Intangible assets acquired either individually or with a group of other assets are initially recognized and measured at cost. The cost of a group of intangible assets acquired in a transaction, including those acquired in a business combination that meet the specified criteria for recognition apart from goodwill, is allocated to the individual assets acquired based on their relative fair values. The cost of internally developed intangible assets includes direct development costs and overhead directly attributable to development activity. The cost incurred to enhance the service potential of an intangible asset is capitalized as betterment. Costs incurred in the maintenance of the service potential of an intangible asset are expensed as incurred.



Intangible assets with finite useful lives are amortized over their useful lives. The assets are amortized on a straight-line basis at the following annual rates, which are reviewed annually:



Asset

Rate

Intellectual property

33.3%

Patents

33.3%

License

33.3%



Intangible assets with indefinite useful lives are not amortized and are tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test compares the carrying amount of the intangible asset with its fair value, and an impairment loss is recognized in income for the excess, if any.



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Use of estimates

The preparation of financial statements in accordance with generally accepted accounting principles in Canada requires management to make estimates and assumptions that affect the amounts reported or disclosed in the financial statements. Actual amounts may differ from these estimates. Areas for significant estimate include but are not limited to: valuation of accounts receivable; amortization periods for equipment, intellectual property and other assets; valuation of intellectual property; fair value inputs for calculation of stock-based compensation; and the valuation allowance of future income tax assets.

Stock-based compensation

Subsequent to January 1, 2003, the Company accounts for all stock-based payments to employees and non-employees using the fair value based method.  Under the fair value based method, stock-based payments are measured at the fair value of the consideration received, or the fair value of the equity instruments issued, whichever is more reliabily measured.



The fair value of stock-based payments to non-employees is periodically re-measured until counterparty performance is compete, and any change therein is recognized over the period and in the same manner as if the Company had paid cash instead of paying with or using equity instruments.  The cost of stock-based payments to non-employees that are fully vested and non-forfeitable at the grant date is measured and recognized at that date.



Under the fair value based method, compensation cost attributable to employee awards is measured at fair value at the grant date and recognized over the vesting period.  Compensation cost attributable to awards to employees that call for settlement in cash or other assets is measured at intrinsic value and recognized over the vesting period.  Changes in intrinsic value between the grant date and the measurement date result in a change in the measure of compensation cost.  For awards that vest at the end of the vesting period, compensation cost is recognized on a straight-line basis; for awards that vest on a graded basis, compensation cost is recognized on a pro-rata basis over the vesting period.



Prior to January 1, 2003, the Company followed the settlement method of accounting for employee stock options.  The fair value method was used for non-employee grants made in the year ended December 31, 2002 and the settlement method for grants made prior to that date. Had compensation expense associated with employee stock options awarded prior to January 1, 2003 been determined in accordance with the fair value method, the Companys net loss and net loss per share for the nine-month periods ended September 30, 2005 and 2004 would have been unaffected.

Results of Operations for the three-month period and nine-month period ended September 30, 2005 compared to the three-month period and nine-month period ended June 30, 2004:

Revenues

Visiphors total revenues increased 881% to $1,008,581 for the three-month period ended September 30, 2005 compared to $102,814 during the same period of the prior year. The year to date revenues increased 219% to $2,253,829 over the prior year level of $705,954.



Revenues from the Companys software products rose 1859% to $547,494 for the current three-month period as compared to $27,946 for 2004. Software sales revenues increased by 252% to $1,512,578 for the year over the prior years level of $429,886. This growth was seen in the Companys core product lines of BIE and law enforcement.



Support and services revenues were 516% greater at $459,799 for the three-month period ended September 30, 2005 than in 2004 of $74,603. Support and services revenues for the year to date increased 174% to $737,568 over the prior year level of $269,611. The support and services revenues increased as a result of additional sales of software providing increased levels of customization, installation, and support contracts.



Visiphor expects that revenues will increase in subsequent quarters of 2005 when compared to those of 2004 and will continue to increase as the Companys current and newly developed products and solutions continue to gain increasing customer acceptance.  The Companys deferred revenues at September 30, 2005 were $269,645, which combined with revenues to date for the year of $2,253,829 represents sales of $2,523,474 through the third quarter of this fiscal year. In addition, the Company has received orders for further sales totalling approximately $1.6 million.



There can be no assurance however that all of the Companys sales characterized as deferred revenue in its unaudited financial statements through the period ended September 30, 2005 will later be booked as revenue in



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future periods.  Further, there can be no assurance that all orders for further sales received to date will result in actual future revenues to the Company.



Other revenues for the three-month period ended September 30, 2005 were $1,288, whereas other revenues of $265 were earned in the prior year. Other revenues declined by 43% for the year to date to $3,683 compared to $6,457 for 2004. These revenues were primarily earned through interest revenue and the sale of computer supplies.

Operating Costs

Operating expenses totalled $2,659,375 for the three-month period ended September 30, 2005, which is 84% greater than the 2004 operating expenses of $1,449,017. The 2005 expenses include stock-based compensation of $194,714 due to Visiphors employee stock option plan and $393,955 in amortization, which includes $322,713 in amortization costs for the intellectual property acquired in the Briyante acquisition. The 2005 expenses also include a one-time charge of $177,060 (USD$150,000; USD$250,000 was recorded as an estimate in a prior period) incurred in settlement of the OSI legal dispute. Excluding these charges the 2005 operating expenses total $1,893,646. The 2004 expenses include stock-based compensation of $278,188 and amortization of $399,672, which includes $322,713 in amortization costs for the intellectual property acquired in the Briyante acquisition. Excluding these items, the operating expenses for 2004 were $771,157. The difference of $1,122,489 between 2005 and 2004 represents a 145% increase in operating expenses over the prior period. The increased costs over the prior year are due to hiring additional staff in all departments to increase sales, continue product development, and meet the increased demand for Visiphors products and services.

Operating expenses totalled $6,921,105 for the nine-month period ended September 30, 2005, which is 41% greater than the 2004 operating expenses of $4,893,711. The 2005 expenses include stock-based compensation of $688,973, $1,188,695 in amortization, which includes $968,139 in amortization costs for the intellectual property acquired in the Briyante acquisition and $177,060 incurred in settlement of the OSI legal dispute. Excluding these charges the 2005 operating expenses total $4,866,377. The 2004 expenses include stock-based compensation of $1,061,172 and amortization of $1,175,604. Excluding these items, the operating expenses for 2004 were $2,656,935.  The difference of $2,209,442 between 2005 and 2004 represents an 83% increase in operating expenses over the prior year. The increased costs over the prior period resulted from significant increases in staffing and related costs. Staff levels have increased from 35 at January 1, 2005 to 63 at September 30, 2005. The current operating expense level is approximately $7,500,000 per year and may increase if additional resources are required to meet sales demands.



Administration



Administrative costs for the three-month period ended September 30, 2005 were $877,625, which is 81% greater than for 2004 of $485,315. These costs include a stock-based compensation charge of $94,679 and $177,060 incurred in settlement of the OSI legal dispute in 2005 and stock-based compensation charge of $278,188 in 2004. Excluding these charges, the administrative costs were $605,886 in 2005 versus $207,127 in 2004, which represents a 193% increase. This increase was due to the addition of staff including shareholder relations employees and related expenses and increases in travel, legal and accounting expenses. Administrative costs include staff salaries and related benefits and travel, stock-based compensation, consulting and professional fees, facility and support costs, shareholder, regulatory and shareholder relations costs.



Administrative costs for the nine-month period ended September 30, 2005 were $2,116,769, which is 6% greater than for 2004 of $1,996,107. These costs include the stock-based compensation charge of $362,987 and $177,060 incurred in settlement of the OSI legal dispute in 2005 and $1,061,172 in stock-based compensation in 2004. Excluding these charges, the administrative costs were $1,576,722 in 2005 versus $934,935 in 2004, which represents a 69% increase.  The current level of administrative cost is expected to remain the same or be reduced for the balance of 2005.



Interest and Amortization



The interest expense for the three-month period ended September 30, 2005 of $8,623, which is 126% greater than for 2004 of $3,813, is primarily due to interest charged on equipment leases and various supplier accounts. The amortization expense of $393,955 for 2005 is consistent with 2004 of $399,672 and is primarily due to amortization of the acquisition of the intellectual property of Briyante.



The decrease in interest expense of $5,118 for the nine-month period ended September 30, 2005 over the prior year level is primarily due to a reduction in outstanding leases. The amortization expense of $1,188,695 for 2005 is comparable to the 2004 expense of $1,175,604 and is primarily due to the acquisition of the intellectual property of Briyante.



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Bad Debt Expense



The bad debt expense for the three-month period ended September 30, 2005 of $42,801 consists of two customers that defaulted on payment for software licenses. There was no comparable expense during the same period in 2004. This was the only bad debt expense for 2005 and there was no bad debt expense in 2004.



Cost of Materials



Cost of materials for the three-month period ended September 30, 2005 of $23,100 is for security clearance for the King County RAIN project. This was the only cost of materials expense in 2005 and there is no cost of materials expense in 2004.



Sales and Marketing



Sales and marketing expenses for the three-month period ended September 30, 2005 were $368,695 compared to $290,956 during the same period last year, which represents an increase of 27%. These costs include a stock-based compensation charge of $30,411 in 2005. Excluding this charge, the sales and marketing costs were $338,284 in 2005, which represents a 16% increase over 2004.



Sales and marketing expenses for the nine-month period ended September 30, 2005 were $1,225,160 and were 60% greater than in 2004 of $766,965. These costs include a stock-based compensation charge of $95,623 in 2005. Excluding this charge, the sales and marketing costs were $1,129,537 in 2005, which represents a 47% increase over 2004. Visiphor significantly increased the size of its marketing team in 2005 and the increase is due to salaries for new staff.



Technology Development



The technology development expenses for the three-month period ended September 30, 2005 were $466,471 which is 150% greater than the 2004 costs of $186,640. Technology development expenses include a stock-based compensation charge of $38,208 in 2005. Excluding this the 2005 expense is $428,263 which is 129% higher than 2004. This increase was primarily due to hiring additional staff and the associated costs required to maintain our enhancement of existing products and new product development.



The technology development expenses for the nine-month period ended September 30, 2005 were $1,289,816 which is 84% higher than the 2004 costs of $702,764. The 2005 costs include a stock-based compensation charge of $135,469. Excluding this charge, the costs were $1,154,347 in 2005, which represents a 64% increase over 2004.  This increase was primarily due to hiring additional staff and the associated costs required to maintain our enhancement of existing products and new product development. Management expects that the increased revenues achieved as a result of the sale of products will more than offset the increased costs. Management believes that continuing to invest in technology advancements is crucial to the future success of Visiphor.



Technical Services



Costs for the technical services group for the three-month period ended September 30, 2005 were $113,407, which is 37% greater than the 2004 costs of $82,621. These costs include a stock-based compensation charge of $4,587 in 2005. Excluding this charge, the technology services costs were $108,820 in 2005, which represents a 32% increase over 2004. The increase is due to the hiring of staff and associated costs to meet the support requirements for the sales orders described above and provide the staff required for quality assurance testing of product enhancements.



Costs for the technical services group for the nine-month period ended September 30, 2005 were $389,575, which is 72% greater than the 2004 costs of $226,962. These costs include a stock-based compensation charge of $15,920 in 2005. Excluding this charge, the technology services costs were $373,655 in 2005, which represents a 65% increase over 2004.  The technical services group conducts quality assurance testing and provides clients with any technical support they may require under annual support contracts, and includes primarily costs for salaries, facilities and travel. Costs for future quarters will be dependent on the sales levels achieved by the Company.



Professional Services



Costs for the professional services group for the three-month period ended September 30, 2005 were $364,698. These costs include a stock-based compensation charge of $26,829. Excluding this charge, the professional services costs were $337,869. Professional Services is a new department that was initiated in the second quarter of 2005;



26





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consequently, there are no comparative figures for 2004. The professional services group is responsible for the installation of Visiphors products and training of Visiphors customers and business partners in the use of our products. The costs include salaries, travel and general overhead expenses. Costs for future quarters will be dependent on the sales levels achieved by the Company.



Costs for the professional services group for the nine-month period ended September 30, 2005 were $624,998. These costs include a stock-based compensation charge of $78,974. Excluding this charge, the professional services costs were $546,024.



Net Loss for the Period



The Company's current net loss on a monthly basis is approximately $550,000.  Management believes that providing cash operating expense information may be helpful to investors with respect to the Company's results of operations, because it excludes certain non-cash amortization amounts that the Company has incurred primarily as a result of its acquisition of certain intellectual property of Briyante that prevents an accurate period-to-period comparison as well as stock-based compensation that does not require cash payments and one-time unusual expenses.  When excluding such expenses, the Company's current rate of loss on a cash operating expense basis is approximately $295,000 per month.



Overall, the Company incurred a net loss for the three-month period ended September 30, 2005 of $1,650,794, or $0.06 per share, which is 23% higher than the net loss incurred during the three-month period ended September 30, 2004 of $1,346,203, or $0.09 per share. Adjusting the loss to take into account the expenses described above in the paragraph above, the losses become $885,065 for 2005 and $668,343 for 2004, representing a 32% increase.



The Company incurred a net loss for the nine-month period ended September 30, 2005 of $4,667,276 or $0.18 per share, which is 12% higher than the net loss incurred during the period ended September 30, 2004 of $4,187,757 or $0.32 per share. Adjusting the loss to take into account the items described in the paragraph above, the losses become $2,612,548 for 2005 and $1,950,981 for 2004, representing a 34% increase.



The Company has received sales orders totalling $1.6 million that have not commenced installation and the revenue will not be recognised until future quarters.  There can be no assurance however that all orders for further sales received to date will result in actual future revenues to the Company.



In the Company's most recent Form 10-KSB, management stated that it believed that the Company would be able to achieve break-even operations on an EBITDA basis during the second and third quarters of 2005.  Due to the timing of the completion of existing contracts and its effect upon the recognition of revenue, management revised this estimate.  After excluding the Company's quarterly amortization expenses of $395,000 primarily associated with the Briyante acquisition and any stock-based compensation expense associated with granting options, management believes that it will achieve break-even operations on a cash operating basis by the end of the fourth quarter of 2005.



Summary of Quarterly Results



|                   |   |             |             |             |             |             |             |             |          
|------------------ | - | ----------- | ----------- | ----------- | ----------- | ----------- | ----------- | ----------- | ---------
|                   |   | Q3-2005     | Q2-2005     | Q1-2005     | Q4-2004     | Q3  2004   | Q2 - 2004   | Q1 - 2004   | Q4 - 2003
|                   |   |             |             |             |             |             |             |             |          
|Total Revenue      | $ | 1,008,581   | 920,620     | 324,628     | 327,016     | 102,814     | 317,085     | 286,055     | 263,793  
|Loss               |   | (1,650,794) | (1,562,291) | (1,454,190) | (1,270,180) | (1,346,203) | (1,259,753) | (1,581,801) | (959,283)
|Net loss per share |   | (0.06)      | (0.06)      | (0.06)      | (0.08)      | (0.09)      | (0.09)      | (0.14)      | (0.15)   



The Companys changes in its net losses per quarter fluctuate according to the volume of sales. As the Company currently has a small number of customers generating the majority of its revenues, there is no consistency from one quarter to the next and past quarterly performance is not considered to be indicative of future results. The Company had significantly reduced its operating expenses during the period from the third quarter of 2002 through the third quarter of 2003, which also had a large impact on the comparative loss figures.In the latter part of 2004 and in 2005, the Company hired additional staff to meet the demands of the sales orders described above, causing a significant increase in expense levels. The Company is not aware of any significant seasonality affecting its sales.

Liquidity and Capital Resources

The Companys aggregated cash on hand at the beginning of the three-month period ended September 30, 2005 was $717,043. During the period, the Company received additional net funds of $563,750 from the exercise of warrants and $2,267 from the exercise of options.





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The Company used these funds primarily to finance its operating loss for the period. The impact on cash of the loss of $1,650,794, after adjustment for non-cash items and changes to other working capital accounts in the period, resulted in a negative cash flow from operations of $1,083,695. The Company also repaid capital leases of $24,820 and purchased capital assets of $29,943.  Overall, the Companys cash position decreased by $625,666 to $91,377 at September 30, 2005.



The Companys aggregated cash on hand at the beginning of the nine-month period ended September 30, 2005 was $123,148. During the period, the Company received additional net funds of $2,358,479 from two private placements.  Due to an increase in the Companys stock price the Company also received proceeds of $86,630 from the exercise of options and $705,425 from the exercise of warrants.



The Company used these funds primarily to finance its operating loss for the period. The impact on cash of the loss of $4,667,276, after adjustment for non-cash items and changes to other working capital accounts in the period, resulted in a negative cash flow from operations of $2,871,917. The Company also repaid capital leases of $43,670 and purchased capital assets of $216,718.  Overall, the Companys cash position decreased by $31,771 to $91,377 at September 30, 2005.



The Company experienced unexpected delays in concluding certain contract negotiations; consequently, completion of the associated software installations were delayed. As a result of this delayed collection of revenues, management decided to seek additional financing in order to maintain its current level of operations.



In January 2005, the Company completed a private placement consisting of 2,857,785 units at $0.35 per unit. Each unit consisted of one common share and one common share purchase warrant.  Each warrant entitles the holder to acquire one additional common share at an exercise price of $0.45 until January 11, 2006 or at $0.55 from January 12, 2006 until January 11, 2007. The common shares and warrants were subject to a four-month hold period that expired on May 10, 2005. Finders fees of $72,771 in cash were paid on a portion of the private placement conducted outside the United States. The total net proceeds to Visiphor were $927,454, including $140,000 included in share subscriptions at December 31, 2004.



In May 2005, the Company completed a private placement consisting of 4,250,000 units at $0.40 per unit. Each unit consisted of one common share and one-half of one common share purchase warrant.  Each whole warrant entitles the holder to acquire one additional common share at an exercise price of $0.55 until May 24, 2006. The common shares and warrants were subject to a four-month hold period that expired on September 24, 2005. Finders fees of $128,976 in cash were paid on a portion of the private placement conducted outside the United States. In connection with this private placement the Company issued 60,000 units as a corporate finance fee on the same terms as the units described above with the exception that the common shares and warrants shares are subject to a twelve-month hold period that expires on May 24, 2006. The Company also granted 350,000 brokers warrants exercisable at a price of $0.55 until May 24, 2006. The brokers warrant shares are subject to a four month hold period which expires on September 24, 2005. The total net proceeds to Visiphor were $1,571,024.



During the final quarter of 2004, the Company was awarded a contract with PRIME Corp. of British Columbia, Canada to deploy the Visiphor flagship InForce Arrest and Booking (InForce AB) software as an integrated component of the province-wide Police Records Information Management Environment (PRIME-BC). This contract will result in revenues to the Company in excess of $800,000.  The Company has received $482,011 and has a receivable of $215,410 for services completed as at September 30, 2005. Revenue of $603,379 has been recorded with $94,041 recorded in deferred revenue which represents a 10% holdback for software and unearned support, the remainder of the contract is expected to be completed by the end of 2005.



In April 2005, the Company signed a USD$780,500 contract with King County of Washington to supply an expansion of the RAIN (Regional Automated Information Network) project for the Countys law enforcement agencies. This project will expand RAINs capabilities and benefits to over 3,000 officers across 23 independent police jurisdictions responsible for protecting over 1.7 million citizens. Revenues of $497,666 from this contract were recognized in the second quarter of 2005, the remainder is expected to be recognized during the fourth quarter of 2005.



In June 2005, the Company signed a contract in excess of $350,000 with the Department of Homeland Security (DHS). The contract was received on behalf of the DHS Metadata Center of Excellence. The software will be used to design and deploy a metadata (data describing data) repository and a federal query information sharing capability. The Company has recognized $237,583 in revenue as at September 30, 2005, the remainder is expected to be recognized during the fourth quarter of 2005.





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In August 2005, the Company signed a contract in excess of $400,000 with the Department of Homeland Security (DHS). The contract was received on behalf of Customs and Border Protection. The software will be used to provide a federated query application capable of simultaneously searching multiple, disparate data sources. The Company has recognized $280,313 in revenue as at September 30, 2005, the remainder is expected to be recognized during the fourth quarter of 2005.



The Company also has received other orders with certain agencies in the United States that total an additional approximately $1,000,000.  The amounts due under these contracts are expected to be received by the Company in the fourth quarter of 2005 or early in 2006. There can be no assurance however that any or all of such orders will result in actual revenues to the Company.



The Company has entered into an agreement to acquire Sunaptic, a privately-held Vancouver-based company specializing in providing integration solutions using Microsoft technologies such as .NET and BizTalk Server for the health care and financial services marketplaces. On September 27, 2005, the Company made a $50,000 non-refundable lock-up payment to Sunaptic. The Company agreed to acquire 100% of the outstanding shares of Sunaptic for consideration of $3,200,000. The consideration will consist of $2,720,000 in cash and 960,000 common shares of the Company at a deemed price of $0.50 per share. The common shares issued by the Company will be held in escrow, with 50% to be released on the 12 month anniversary of closing of the acquisition and 50% to be released on the 18month anniversary of the closing of the acquisition.    The closing of the acquisition will be subject to the Company completing an associated financing of sufficient size to fund the cash portion of the consideration.  This transaction will be subject to regulatory approval.  Under the terms of the agreement the transaction is required to close on or before November 18, 2005.



The Company announced its intention to complete a brokered private placement by way of an offering memorandum (the Offering) of up to $5,500,000. The Offering will consist of up to 11 million units priced at $0.50 per unit. Each unit will consist of one common share and one half common share purchase warrant.  Each whole warrant will entitle the holder for one year from the date of issue of the units to acquire one additional common share in the capital of Visiphor at an exercise price of $0.60 or at $0.75 for a second year. The private placement will be subject to regulatory approval. The Company has agreed to pay the following consideration to the agent for the Offering:



i.

a cash commission of 7% of the gross proceeds of the Offering;

ii.

brokers warrants entitling the holder to purchase up to such number of units as is equal to 10% of the total number of units sold through the Offering, each warrant exercisable for a period of two years for one unit at $0.50;

iii.

a work fee of $25,000 cash plus reasonable expenses.



If completed, the proceeds of the Offering will be used to pay the cash consideration portion of the Sunaptic acquisition and the associated costs of the acquisition and the financing, including legal, accounting, and commissions. If the maximum Offering is completed, the net proceeds of the Offering available to the Company for working capital purposes will be approximately $2 million. There can be no assurance that the acquisition of Sunaptic or any or all of the Offering will be completed.



The Company believes it currently has cash sufficient to fund its operations through November 2005. The Company also has accounts receivable totaling in excess of $900,000 at the date of this report. The Offering described above if completed will eliminate the Companys working capital deficiency and management believes that the revenues from the Companys sales combined with the sales revenues of Sunaptic will be sufficient to fund its consolidated operations. If the Offering is not completed, accounts receivable are not collected, certain of the contracts are not completed, or the expected sales are not received the Company may need to raise additional funds through private placements of its securities or seek other forms of financing. There can be no assurance that such financing will be available to the Company on terms acceptable to it, if at all.  If the Companys operations are substantially curtailed, it may have difficulty fulfilling its current and future contract obligations.



29





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Contractual Obligations

The Company is committed to the following operating lease payments over the next four years:



Year                                                                                                
Equipment                     
Building                          
Total





2005

$

14,366

$

37,037

$

51,403

2006

65,296

248,885

314,181

2007

65,442

202,900

268,342

2008

34,629

202,900

237,529



$

179,733

$

691,722

$

871,455



The lease for the Companys head office expired on September 30, 2005 and new premises were obtained under a sublease. The terms of the sublease are for 10,938 square feet for the period of August 1, 2005 to December 30, 2009. The monthly rent is $16,908 with rent abatement for the first three-month period and a partial payment of $4,800 for November 2005.



On January 27, 2005 the Company received a Notice of Demand from OSI Systems PVT Ltd (OSI) for USD$500,000 alleging that the Company was in default under the terms of various agreements. On August 16, 2005 the parties settled this claim. Under the terms of the settlement the Company agreed to pay OSI USD$400,000. The Company made a payment of USD$100,000 on September 1, 2005 and has agreed to make a second payment of USD$125,000 on November 15, 2005 and a final payment of USD$175,000 on December 31, 2005.



Off-Balance Sheet Arrangements

At September 30, 2005, the Company did not have any off-balance sheet arrangements.





30





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Item 3.  Controls and Procedures



Under the supervision and with the participation of the Companys management, including the Companys Chief Executive Officer and Chief Operating Officer and Vice-President, Finance, the Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) of the end of the period covered by this report (the Evaluation Date).  Based upon that evaluation, the Chief Executive Officer and Chief Operating Officer and Vice-President, Finance concluded that, as of the Evaluation Date, the Companys disclosure controls and procedures were effective in timely alerting them to the material information relating to the Company (or its consolidated subsidiaries) required to be included in the Companys periodic filings with the SEC.



During the quarter ended September 30, 2005, there was no significant change in the Companys internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.



The Companys management, including the Chief Executive Officer and Chief Operating Officer and Vice President, Finance, does not expect that the Companys disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more persons, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.





31





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PART II  OTHER INFORMATION



Item 1.  Legal Proceedings



The Company is not a party to any legal proceedings as of the date of this report, the adverse outcome of which in managements opinion, individually or in the aggregate, would have a material effect on the Companys results of operations or financial position.



On January 27, 2005 the Company received a Notice of Demand from OSI Systems PVT Ltd (OSI) for USD$500,000 alleging that the Company was in default under the terms of various agreements. On August 16, 2005 the parties settled this claim. Under the terms of the settlement, the Company agreed to pay OSI USD$400,000. The Company made payments of USD$100,000 on September 1, 2005 and USD$125,000 on November 15, 2005, respectively, and must make a final payment of USD$175,000 on December 31, 2005.



Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds



On July 12, 2005 the Company issued 6,667 common shares upon the exercise of stock options by one person in a private transaction outside the United States that resulted in gross proceeds to the Company of $2,267.  The common shares were issued in reliance upon an exclusion from registration available under Regulation S (Regulation S) promulgated under the Securities Act.



The Company issued 1,175,000 common shares upon the exercise of warrants by eight persons in private transactions outside the United States resulting in gross proceeds to the Company of $504,199.   The warrants were exercised on the following dates for the following amounts: July 7, 2005  warrants to purchase 50,000  common shares were exercised resulting in gross proceeds to the Company of $22,500; August 22, 2005  warrants to purchase 150,000 common shares were exercised resulting in gross proceeds to the Company of $60,000; August 31, 2005  warrants to purchase 125,000 common shares were exercised resulting in gross proceeds to the Company of $68,750, September 1, 2005  warrants to purchase 216,250 common shares were exercised resulting in gross proceeds to the Company of $97,312, September 1, 2005  warrants to purchase 24,750  common shares were exercised resulting in gross proceeds to the Company of $11,137; September 1, 2005  warrants to purchase 9,000 common shares were exercised resulting in gross proceeds to the Company of $4,500; September 12, 2005  warrants to purchase 500,000 common shares were exercised resulting in gross proceeds to the Company of $200,000 and September 19, 2005  warrants to purchase 100,000 common shares were exercised resulting in gross proceeds to the Company of $40,000.  The common shares were issued in reliance upon an exclusion from registration available under Regulation S.



The Company issued 150,000 common shares upon the exercise of warrants to one person in a private transaction in the United States resulting in gross proceeds to the Company of $60,000. The warrants were exercised on the following date for the following amount. September 19, 2005  warrants to purchase 150,000 common shares were exercised resulting in gross proceeds to the Company of $60,000.   The common shares were issued in reliance upon the exemption from registration available under Regulation D (Regulation D) under the Securities Act, because such person was an accredited investor, as such term is defined in Rule 501(a) of Regulation D.



Item 3.  Defaults Upon Senior Securities



None



Item 4.

Submission of Matters to a Vote of Security Holders

None



Item 5. Other Information



None



32





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Item 6.  Exhibits



The following exhibits are filed (or incorporated by reference herein) as part of this Form 10-QSB:



| |           |                                                                                                                       
| | --------- | ----------------------------------------------------------------------------------------------------------------------
| | 3.1(6)    | Articles of Continuance                                                                                               
| | 3.2(6)    | Bylaw No.1                                                                                                            
| | 4.1(1)    | Shareholder Agreement dated February 23, 1999 among the original shareholders and the Former Visiphor Shareholders    
| | 4.2(2)    | Registration rights agreement dated July 8, 2002 between Visiphor and OSI                                             
| | 10.1(2)   | Subscription Agreement dated July 8, 2002 between Visiphor and OSI                                                    
| | 10.2(2)   | Letter of Intent dated July 8, 2002 between Visiphor and OSI                                                          
| | 10.3(2)   | Product Development and Marketing Agreement dated July 8, 2002 between Visiphor and OSI                               
| | 10.4(2)   | Software Developer Services Agreement dated July 8, 2002 between Visiphor and OSI                                     
| | 10.5(3)   | Revolving Line of Credit dated February 23, 2003 between Visiphor and Altaf Nazerali                                  
| | 10.6(3)   | Amended and Restated Loan Agreement: Revolving Line of Credit dated April 15, 2003 between Visiphor and Altaf Nazerali
| | 10.7(3)   | General Security Agreement dated April 15, 2003 between Visiphor and Altaf Nazerali                                   
| | 10.8(3)   | Grid Promissory Note dated February 21, 2003 between Visiphor and Altaf Nazerali                                      
| | 10.9(3)   | Grid Promissory Note Amended and Restated dated April 15, 2003 between Visiphor and Altaf Nazerali                    
| | 10.10(3)  | Source Code License Agreement dated April 15, 2003 between Visiphor and Altaf Nazerali                                
| | 10.11(3)  | Source Code Escrow Agreement dated April 15, 2003 between Visiphor and Altaf Nazerali                                 
| | 10.12(4)  | Debenture Agreement between Visiphor and 414826 B.C. Ltd dated May 30, 2003                                           
| | 10.13(5)* | Consulting Agreement dated July 15, 2003 between Visiphor and Roy Trivett                                             
| | 10.14(7)* | Visiphor Corporation Stock Option Plan                                                                                
| | 10.15     | Sublease agreement between Shaw Cablesystems Limited and Visiphor dated August 1, 2005                                
| | 10.16     | Release of Claims Agreement between OSI Systems, Inc. and Visiphor dated August 16, 2005                              
| | 31.1      | Section 302 Certification                                                                                             
| | 31.2      | Section 302 Certification                                                                                             
| | 32.1      | Section 906 Certification                                                                                             
| | 32.2      | Section 906 Certification                                                                                             
| | 99.1      | Risk Factors                                                                                                          
| | 99.2      | Form 51-9Form 51-901F as required by the British Columbia Securities Commission                                       

_______________________



*Indicates a management contract or compensatory plan or arrangement



(1)

Previously filed as part of Visiphors Registration Statement on Form 10-SB filed on June 8, 1999 (File No. 000-30090).

(2)

Previously filed as part of Visiphors Current Report on Form 8-K filed on December 2, 2002.

(3)

Previously filed as part of Visiphors Quarterly Report on Form 10-QSB for the period ended March 31, 2003.

(4)

Previously filed as part of Visiphors Quarterly Report on Form 10-QSB for the period ended June 30, 2003.

(5)

Previously filed as part of Visiphors Quarterly Report on Form 10-QSB for the period ended September 30, 2003.

(6)

Previously filed as part of Visiphors Current Report on Form 8-K filed July 18, 2005.

(7)

Previously filed as part of Visiphors Current Report on Form 8-K filed June 23, 2005.





33





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SIGNATURES



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



VISIPHOR CORPORATION







Date: November 9, 2005

/s/ Wayne Smith

Wayne Smith

Chief Operating Officer and Vice President, Finance,

(Principal Financial and Accounting Officer and Duly Authorized Officer)



34





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Exhibit 10.15



[subleaseshawcablesystems001.jpg]



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[subleaseshawcablesystems002.jpg]



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[subleaseshawcablesystems003.jpg]



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[subleaseshawcablesystems004.jpg]



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[subleaseshawcablesystems005.jpg]



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[subleaseshawcablesystems006.jpg]



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[subleaseshawcablesystems007.jpg]



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[subleaseshawcablesystems008.jpg]



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[subleaseshawcablesystems009.jpg]



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[subleaseshawcablesystems010.jpg]



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Exhibit 10.16







































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Exhibit 31.1

CERTIFICATION

I, Wayne Smith, certify that:



1.

I have reviewed this quarterly report on Form 10-QSB of Visiphor Corporation;



2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;



4.

The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:



(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b)

Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(c)

Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and



5.

The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):



(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.



Date: November 9, 2005

/s/ Wayne Smith

Wayne Smith

Chief Operating Officer and Vice-President, Finance
                                                                                               
(Principal Financial and Accounting Officer)





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Exhibit 31.2



CERTIFICATION



I, Roy Trivett, certify that:



1.

I have reviewed this quarterly report on Form 10-QSB of Visiphor Corporation;



2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;



4.

The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:



(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b)

Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(c)

Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and



5.

The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):



(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.



Date: November 9, 2005

/s/ Roy Trivett

Roy Trivett

Chief Executive Officer

(Principal Executive Officer)





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Exhibit 32.1



CERTIFICATION PURSUANT TO
18 U.S.C. § 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Visiphor Corporation  (the Company) on Form 10-QSB for the period ended September 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Wayne Smith, Chief Operating Officer and Vice-President Finance of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

| |     |                                                                                                                      
| | --- | ---------------------------------------------------------------------------------------------------------------------
| | (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



| |     |                                                                                                                                                     
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



| |                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------
| | /s/ Wayne SmithWayne Smith
Chief Operating Officer and Vice-President, Finance
(Principal Financial and Accounting Officer)
November 9, 2005





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Exhibit 32.2



CERTIFICATION PURSUANT TO
18 U.S.C. § 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Visiphor Corporation  (the Company) on Form 10-QSB for the period ended September 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Roy Trivett, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

| |     |                                                                                                                      
| | --- | ---------------------------------------------------------------------------------------------------------------------
| | (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



| |     |                                                                                                                                                     
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



| |                                                                                                  
| | -------------------------------------------------------------------------------------------------
| | /s/ Roy TrivettRoy Trivett
Chief Executive Officer
(Principal Executive Officer)
November 9, 2005



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Exhibit 99.1

Risk Factors

The price of Visiphor Corporations (the Company) common shares is subject to the risks and uncertainty inherent in the Companys business.  You should consider the following factors as well as other information set forth in the Quarterly Report to which this exhibit is attached, in connection with any investment in the Companys common shares.  If any of the events described below as risks occur, the Companys business, results of operations and financial condition could be adversely affected.  In such cases, the price of the Companys common shares could decline, and you could lose all or part of your investment.



Limited Operating History; History of Losses



The Company commenced operations in March 1998 and, therefore, has only a limited operating history upon which an evaluation of its business and prospects can be based. The Company and its predecessors incurred net losses of $5,457,937 and $4,058,857 in the years ended December 31, 2004 and December 31, 2003, respectively and $4,667,276 for the nine-month period ended September 30, 2005.  The Company has never been profitable and there can be no assurance that, in the future, the Company will be profitable on a quarterly or annual basis.



In view of the rapidly evolving nature of the Companys business and markets and limited operating history, the Company believes that period-to-period comparisons of financial results are not necessarily meaningful and should not be relied upon as an indication of future performance.



The Report of the Independent Registered Public Accounting Firm on the Companys December 31, 2004 Financial Statements includes an explanatory paragraph that indicates the financial statements are affected by conditions and events that cast substantial doubt on the Companys ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



Need for Additional Financing



The Company believes it currently has cash sufficient to fund its operations through November 2005. The Company also has accounts receivable totaling in excess of $900,000 at the date of this report. The Offering described in the September 30, 2005 Form 10QSB if completed will eliminate the Companys working capital deficiency and management believes that the revenues from the Companys sales combined with the sales revenues of Sunaptic will be sufficient to fund its consolidated operations. If the Offering is not completed, accounts receivable are not collected, certain of the contracts are not completed, or the expected sales are not received the Company may need to raise additional funds through private placements of its securities or seek other forms of financing. There can be no assurance that such financing will be available to the Company on terms acceptable to it, if at all.  If the Companys operations are substantially curtailed, it may have difficulty fulfilling its current and future contract obligations.



Potential Fluctuations in Quarterly Financial Results



The Companys financial results may vary from quarter-to-quarter based on factors such as the timing of significant orders and contract completions.  The Companys revenues are not predictable with any significant degree of certainty and future revenues may differ from historical patterns. If customers cancel or delay orders, it can have a material adverse impact on the Companys revenues and results of operations from quarter-to-quarter. Because the Companys results of operations may fluctuate from quarter-to-quarter, you should not assume that you could predict results of operations in future periods based on results of operations in past periods.



Even though the Companys revenues are difficult to predict, it bases its expense levels in part on future revenue projections. Many of the Companys expenses are fixed, and it cannot quickly reduce spending if revenues are lower than expected. This could result in significantly lower income or greater loss than the Company anticipates for any given period. The Company will react accordingly to minimize any such impact.





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New Product Development



The Company expects that a significant portion of its future revenue will be derived from the sale of newly introduced products and from enhancement of existing products. The Companys success will depend, in part, upon its ability to enhance its current products and to install such products in end-user applications on a timely and cost-effective basis. In addition, the Company must develop new products that meet changing market conditions, including changing customer needs, new competitive product offerings and enhanced technology. There can be no assurance that the Company will be successful in developing and marketing - on a timely and cost-effective basis - new products and enhancements that respond to such changing market conditions. If the Company is unable to anticipate or adequately respond on a timely or cost-effective basis to changing market conditions, to develop new software products and enhancements to existing products, to correct errors on a timely basis or to complete products currently under development, or if such new products or enhancements do not achieve market acceptance, the Companys business, financial condition, operating results and cash flows could be materially adversely affected. In light of the difficulties inherent in software development, the Company expects that it will experience delays in the completion and introduction of new software products.



Lengthy Sales Cycles



The purchase of any of the Companys software systems is often an enterprise-wide decision for prospective customers and requires the Company (directly or through its business partners) to engage in sales efforts over an extended period of time and to provide a significant level of education to prospective customers regarding the use and benefits of such systems. In addition, an installation generally requires approval of a governmental body such as municipal, county or state government, which can be a time-intensive process and require months before a decision can be made. Due in part to the significant impact that the application of the Companys products has on the operations of a business and the significant commitment of capital required by such a system, potential customers tend to be cautious in making acquisition decisions. As a result, the Companys products generally have a lengthy sales cycle ranging from six (6) to twelve (12) months. Consequently, if the sales forecast from a specific customer for a particular quarter are not realized in that quarter, the Company may not be able to generate revenue from alternative sources in time to compensate for the shortfall. The loss or delay of a large contract could have a material adverse effect on the Companys quarterly financial condition, operating results and cash flows.  Moreover, to the extent that significant contracts are entered into and required to be performed earlier than expected, the Companys future operating results may be adversely affected.



Dependence on a Small Number of Customers



The Company derives a substantial portion of its revenues, and it expects to continue to derive a substantial portion of its revenues in the near future, from sales to a limited number of customers. Unless and until the Company further diversifies and expands its customer base, the Companys success will depend significantly upon the timing and size of future purchase orders, if any, from its largest customers, as well as their product requirements, financial situation, and, in particular, the successful deployment of services using the Companys products. The loss of any one or more of these customers, significant changes in their product requirements, or delays of significant orders could have a material adverse effect upon the Companys business, operating results and financial condition.



Dependence on Key Personnel



The Companys performance and future operating results are substantially dependent on the continued service and performance of its senior management and key technical and sales personnel. The Company may need to hire a number of technical and sales personnel. Competition for such personnel is intense, and there can be no assurance that the Company can retain its key technical, sales and managerial employees or that it will be able to attract or retain highly qualified technical and managerial personnel in the future.



The loss of the services of any of the Companys senior management or other key employees or the inability to attract and retain the necessary technical, sales and managerial personnel could have a material adverse effect upon its business, financial condition, operating results and cash flows. With the exception of one key software developer, the Company does not currently maintain key man insurance for any senior management or other key employees.





2





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Dependence on Marketing Relationships



The Companys products are also marketed by its business partners. The Companys existing agreements with business partners are nonexclusive and may be terminated by either party without cause at any time. Such organizations are not within the control of the Company, are not obligated to purchase products from the Company and may also represent and sell competing products. There can be no assurance that the Companys existing business partners will continue to provide the level of services and technical support necessary to provide a complete solution to its customers or that they will not emphasize their own or third-party products to the detriment of the Companys products. The loss of these business partners, the failure of such parties to perform under agreements with the Company or the inability of the Company to attract and retain new business with the technical, industry and application experience required to market the Companys products successfully could have a material adverse effect on the Companys business, financial condition, operating results and cash flows.



Additionally, the Company supplies products and services to customers through a third-party supplier acting as a project manager or systems integrator. In such circumstances, the Company has a sub-contract to supply its products and services to the customer through the prime contractor. In these circumstances, the Company is at risk that situations may arise outside of its control that could lead to a delay, cost over-run or cancellation of the prime contract which could also result in a delay, cost over-run or cancellation of the Companys sub-contract. The failure of a third-party supplier to supply its products and services or to perform its contractual obligations to the customer in a timely manner could have a material adverse effect on the Companys financial condition, results of operations and cash flows



Competition



The markets for the Companys products are highly competitive. Numerous factors affect the Companys competitive position, including supplier competency, product functionality, performance and reliability of technology, depth and experience in distribution and operations, ease of implementation, rapid deployment, customer service and price.



Certain of the Companys competitors have substantially greater financial, technical, marketing and distribution resources than the Company. As a result, they may be able to respond more quickly to new or emerging technologies and changing customer requirements, or to devote greater resources to the development and distribution of existing products. There can be no assurance that the Company will be able to compete successfully against current or future competitors or alliances of such competitors, or that competitive pressures faced by it will not materially adversely affect its business, financial condition, operating results and cash flows.



Proprietary Technology



The Companys success will be dependent upon its ability to protect its intellectual property rights. The Company relies principally upon a combination of copyright, patent and trade secret laws, non-disclosure agreements and other contractual provisions to establish and maintain its rights. The source codes for the Companys products and technology are protected both as trade secrets and as unpublished copyrighted works. As part of its confidentiality procedures, the Company enters into nondisclosure and confidentiality agreements with each of its key employees, consultants, distributors, customers and corporate partners, to limit access to and distribution of its software, documentation and other proprietary information. There can be no assurance that the Companys efforts to protect its intellectual property rights will be successful. Despite the Companys efforts to protect its intellectual property rights, unauthorized third-parties, including competitors, may be able to copy or reverse engineer certain portions of the Companys software products, and use such copies to create competitive products.



Policing the unauthorized use of the Companys products is difficult, and, while the Company is unable to determine the extent to which piracy of its software products exists, software piracy can be expected to continue. In addition, the laws of certain countries in which the Companys products are or may be licensed do not protect its products and intellectual property rights to the same extent as do the laws of Canada and the United States. As a result, sales of products by the Company in such countries may increase the likelihood that its proprietary technology is infringed upon by unauthorized third parties.





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In addition, because third parties may attempt to develop similar technologies independently, the Company expects that software product developers will be increasingly subject to infringement claims as the number of products and competitors in the Companys industry segments grow and the functionality of products in different industry segments overlaps. There can be no assurance that third parties will not bring infringement claims (or claims for indemnification resulting from infringement claims) against the Company with respect to copyrights, trademarks, patents and other proprietary rights. Any such claims, whether with or without merit, could be time consuming, result in costly litigation and diversion of resources, cause product shipment delays or require the Company to enter into royalty or licensing agreements. Such royalty or licensing agreements, if required, may not be available on terms acceptable to the Company or at all. A claim of product infringement against the Company and failure or inability of the Company to license the infringed or similar technology could have a material adverse effect on its business, financial condition, operating results and cash flows.



Exchange Rate Fluctuations



Because the Companys reporting currency is the Canadian dollar, its operations outside Canada face additional risks, including fluctuating currency values and exchange rates, hard currency shortages and controls on currency exchange. The Company does not currently engage in hedging activities or enter into foreign currency contracts in an attempt to reduce the Companys exposure to foreign exchange risks. In addition, to the extent the Company has operations outside Canada, it is subject to the impact of foreign currency fluctuations and exchange rate charges on the Companys reporting in its financial statements of the results from such operations outside Canada. Since such financial statements are prepared utilizing Canadian dollars as the basis for presentation, results from operations outside Canada reported in the financial statements must be restated into Canadian dollars utilizing the appropriate foreign currency exchange rate, thereby subjecting such results to the impact of currency and exchange rate fluctuations.



Risk of Software Defects



Software products as complex as those offered by the Company frequently contain errors or defects, especially when first introduced or when new versions or enhancements are released. Despite product testing, the Company has in the past released products with defects in certain of its new versions after introduction and experienced delays or lost revenue during the period required to correct these errors. The Company regularly introduces new versions of its software. There can be no assurance that, despite testing by the Company and its customers, defects and errors will not be found in existing products or in new products, releases, versions or enhancements after commencement of commercial shipments. Any such defects and errors could result in adverse customer reactions, negative publicity regarding the Company and its products, harm to the Companys reputation, loss or delay in market acceptance or required product changes, any of which could have a material adverse effect upon its business, results of operations, financial condition and cash flows.



Product Liability



The license and support of products by the Company may entail the risk of exposure to product liability claims. A product liability claim brought against the Company or a third-party that the Company is required to indemnify, whether with or without merit, could have a material adverse effect on the Companys business, financial condition, operating results and cash flows.



Imagis UK Partnership



On July 31, 2004, the Company entered into an agreement with Centrom Limited (Centrom) of the United Kingdom to form a jointly owned subsidiary Company Imagis Technologies UK Limited (Imagis UK). Imagis UK, a subsidiary of Centrom Limited, will be the exclusive distributor of Visiphors software products in the UK and a non-exclusive distributor on a world-wide basis. Visiphor owns a 25% interest in Imagis UK in consideration of the grant of UK exclusivity, and Centrom has committed to provide £500,000 (approximately $1.25 million) over the next two years to support the initial start-up costs of Imagis UK in consideration of a 75% ownership. Centroms commitment will be met through a combination of cash and services, with the services portion to be provided at Centroms cost without any mark-up. Included in the £500,000 commitment is a non-refundable advance licensing payment of £60,000 (approximately $150,000) which has been paid, representing an initial sales commitment by Imagis UK of approximately $250,000. Imagis UKs operations are in the start-up phase and there has been no significant gain or loss to date. The Company is not required to make any advances to Imagis UK and has not made any advances to date.







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There can be no assurance that the relationships with Imagis UK and Centrom will prove to be successful in the future or will result in any material revenue for the Company.



Volatility of the Company's Share Price



The Companys share price has fluctuated substantially since the Companys common shares were listed for trading on the TSX Venture Exchange and quoted on the Over-The-Counter Bulletin Board (OTCBB). The trading price of the Companys common shares is subject to significant fluctuations in response to variations in quarterly operating results, the gain or loss of significant orders, announcements of technological innovations, strategic alliances or new products by the Company or its competitors, general conditions in the securities industries and other events or factors. In addition, the stock market in general has experienced extreme price and volume fluctuations that have affected the market price for many companies in industries similar or related to that of the Company and have been unrelated to the operating performance of these companies. These market fluctuations may adversely affect the market price of the Companys common shares.



Certain Shareholders May Exercise Control over Matters Voted Upon by the Company's Shareholders



Certain of the Companys officers, directors and entities affiliated with the Company together beneficially owned a significant portion of the Companys outstanding common shares as of September 30, 2005. While these shareholders do not hold a majority of the Companys outstanding common shares, they will be able to exercise significant influence over matters requiring shareholder approval, including the election of directors and the approval of mergers, consolidations and sales of the Companys assets. This may prevent or discourage tender offers for the Companys common shares.



Additional Disclosure Requirements Imposed on Penny Stock Trades



If the trading price of Visiphors common shares is less than $5.00 per share, trading in its common shares may be subject to the requirements of certain rules promulgated under the Securities Exchange Act of 1934, as amended, which require additional disclosure by broker-dealers in connection with any trades involving a stock defined as a penny stock.  Such additional disclosure includes, but is not limited to, U.S. broker-dealers delivering to customers certain information regarding the risks and requirements of investing in penny stocks, the offer and bid prices for the penny stock and the amount of compensation received by the broker-dealer with respect to any proposed transaction. The additional burdens imposed upon broker-dealers may discourage broker-dealers from effecting transactions in Visiphors common shares, which could reduce the liquidity of Visiphors common shares and thereby have a material adverse effect on the trading market for such securities.



Enforcement of Civil Liabilities



Visiphor is a corporation incorporated under the laws of Canada.  A number of the Companys directors and officers reside in Canada or outside of the United States.  All or a substantial portion of the assets of such persons are or may be located outside of the United States.  It may be difficult to effect service of process within the United States upon the Company or upon such directors or officers or to realize in the United States upon judgments of United States courts predicated upon civil liability of the Company or such persons under United States federal securities laws. The Company has been advised that there is doubt as to whether Canadian courts would (i) enforce judgments of United States courts obtained against the Company or such directors or officers predicated solely upon the civil liabilities provisions of United States federal securities laws, or (ii) impose liability in original actions against the Company or such directors and officers predicated solely upon such United States laws.  However, a judgment against the Company predicated solely upon civil liabilities provisions of such United States federal securities laws may be enforceable in Canada if the United States court in which such judgment was obtained has a basis for jurisdiction in that matter that would be recognized by a Canadian court.



Acquisition of Sunaptic



The proposed acquisition is subject to normal commercial risks that the acquisition may not close, on the terms negotiated or at all.  Additionally, the proposed acquisition is conditioned upon the completion of a brokered private placement of $5,500,000, which may be unsuccessful.



If the acquisition does not close, certain costs incurred by the Company in connection with the acquisition which have been capitalized, will be expensed by the Company.

As a result of the proposed acquisition to be made by the Company, significant demands will be placed on the Companys managerial, operational and financial personnel and systems.  No assurance can be given that the



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Companys systems, procedures and controls will be adequate to support the expansion of its operations resulting from the acquisition.  Future operating results will be affected by the ability of the Companys officers and key employees to manage changing business conditions and acquisitions and to implement and improve operational and financial controls and reporting systems.



The proposed acquisition also involves the integration of entities that previously operated independently.  No assurance can be given that the combined operations resulting from the acquisition will realize anticipated synergies or that other benefits expected from the acquisition will be realized.



The Companys current or prospective business partners, joint venture partners, service or equipment suppliers or customers may, in response to the announcement or completion of the proposed acquisition, may delay or cancel purchasing decisions or decisions relating to joint ventures, contracts or other business alliances.  There can be no assurance that there will be no delay or cancellation by these parties, any of which could have a material adverse effect on the Companys business, operating results, financial condition or future prospects.  In addition, key employees of the Company may feel that the proposed transaction poses uncertainties that cause them to leave the Company, which could have a material adverse effect on the Companys business, operating results, financial condition or future prospects.





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Exhibit 99.2

BC FORM 51-102F1





QUARTERLY REPORT







ISSUER DETAILS:



|                         |                                                       
|------------------------ | ------------------------------------------------------
|Name of Issuer           | VISIPHOR CORPORATION                                  
|For Quarter Ended        | September 30, 2005                                    
|Date of Report           | November 9, 2005                                      
|Issuer Address           | 1100  4710 Kingsway
Burnaby, British Columbia
V5H 4M2
|Issuer Fax Number        | (604) 684-9314                                        
|Issuer Telephone Number  | (604) 684-2449                                        
|Contact Name             | Wayne Smith                                           
|Contact Position         | Vice President Finance                                
|Contact Telephone Number | (604) 684-2449                                        
|Contact Email Address    | wayne.smith@visiphor.com                              
|Web Site Address         | www.visiphor.com                                      







CERTIFICATE





THE THREE SCHEDULES REQUIRED TO COMPLETE THIS REPORT ARE ATTACHED AND THE DISCLOSURE CONTAINED THEREIN HAS BEEN APPROVED BY THE BOARD OF DIRECTORS.  A COPY OF THIS REPORT WILL BE PROVIDED TO ANY SHAREHOLDER WHO REQUESTS IT.



|                                  |                                  |                                
|--------------------------------- | -------------------------------- | -------------------------------
|Clyde Farnsworth
Name of Director | /s/Clyde Farnsworth
Sign (typed) | 05/11/09
Date Signed (YY/MM/DD)
|                                  |                                  |                                
|Roy Trivett
Name of Director      | /s/ Roy Trivett
Sign (typed)     | 05/11/09
Date Signed (YY/MM/DD)





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Supplementary Information to the Financial Statements



Managements Discussion and Analysis

As at November 9, 2005



Forward-looking information



Except for statements of historical fact, certain information contained herein constitutes forward-looking statements, within Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act).  In some cases, you can identify the forward-looking statements by Visiphor Corporations (Visiphor or the Company) use of the words such as may, will, should, could, expect, plan, estimate, predict, potential, continue, believe, anticipate, intend, expect, or the negative or other variations of these words, or other comparable words or phrases.  Forward-looking statements in this report include, but are not limited to: the Companys expectation that revenues will increase during 2005 when compared to those of 2004 and that such revenues will continue to increase as newly developed products and solutions continue to gain increasing customer acceptance; managements belief that increased revenues achieved as a result of the sale of products will more than offset increased technology development costs; the Companys ability to fund its operations in the future; new contracts to be entered into the near future; the Companys future operating expense levels; and the Companys ability to achieve break-even operations on an operating cash flow basis during the fourth quarter of 2005.



Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results or achievements of the Company to be materially different from any future results or achievements of the Company expressed or implied by such forward-looking statements.  Such factors include, but are not limited to the following: the Companys limited operating history; the Companys need for additional financing; the Companys history of losses; the Companys dependence on a small number of customers; risks involving new product development; competition; the Companys dependence on key personnel; risks involving lengthy sales cycles; dependence on marketing relationships; the Companys ability to protect its intellectual property rights; risks associated with exchange rate fluctuations; risks of software defects; risks associated with product liability; risks associated with the Imagis UK partnership; the potential additional disclosure requirements for trades involving the issued common shares; the difficulty of enforcing civil liabilities against the Company or its directors or officers under United States federal securities laws; the volatility of the Companys share price; risks associated with certain shareholders exercising control over certain matters; risks associated the acquisition of Sunaptic Solutions Incorporated (Sunaptic) and the other risks and uncertainties described in Exhibit 99.1 to this Quarterly Report.



Although the Company believes that expectations reflected in these forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, achievements or other future events.  Moreover, neither the Company nor anyone else assumes responsibility for the accuracy and completeness of these forward-looking statements.  The Company is under no duty to update any of these forward-looking statements after the date of this report.  You should not place undue reliance on these forward-looking statements.



All dollar amounts in this quarterly report are expressed in Canadian dollars, unless otherwise indicated.

About Visiphor

Visiphor develops and markets software that simplifies, accelerates, and economizes the process of connecting existing, disparate databases, enhanced as appropriate with biometric facial recognition technology. The combination of these technologies enables information owners to share data securely with external stakeholders and software systems using combinations of text or imagery. This includes searching disconnected data repositories for information about an individual using only a facial image.  This allows organizations to quickly create regional information sharing networks. The Company also uses its core integration technologies to provide law enforcement arrest and booking automation solutions.



Using industry standard Web Services and XML, the Company delivers a secure and economical approach to true, real-time data and application interoperability. Production deployments of the Companys core integration technologythe Briyante Integration Environment (BIE)have demonstrated positive reductions in the time and risk associated with implementing and supporting integrated access to physically and technologically disparate computers. The Company believes the broad ranging applicability of BIE into a variety of vertical markets such as health care, financial services, government services and telecommunications has been demonstrated by recent, successful deployments in the United States.





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Overview

The Companys Business

The Company derives a substantial portion of its revenues, and it expects to derive a substantial portion of its revenues in the near future, from sales of its software to a limited number of customers. Additional revenues are achieved through the implementation and customization of this software as well as from the support, training, and ongoing maintenance that results from each software sale. The Companys success will depend significantly upon the timing and size of future purchase orders from its largest customers as well as from the ability to maintain relationships with its existing installed customer base.

Typically, the Company enters into a fixed price contract with a customer for the licensing of selected software products and the provision of specific services.  The Company generally recognizes total revenue for software and services associated with a contract using percentage of completion method based on the total costs incurred over the total estimated costs to complete the contract.

The Companys revenue is dependent, in large part, on contracts from a limited number of customers.  As a result, any substantial delay in the Companys completion of a contract, the inability of the Company to obtain new contracts or the cancellation of an existing contract by a customer could have a material adverse effect on the Companys results of operations.  The loss of certain contracts could have a material adverse effect on the Companys business, financial condition, operating results and cash flows.  As a result of these and other factors, the Companys results of operations have fluctuated in the past and may continue to fluctuate from period-to-period.

Recent world events and concerns regarding security have increased awareness of and interest in products that have law enforcement or other security applications, including certain of the products and services offered by Visiphor.  There can be no assurance, however, that such trends will continue or will result in increased sales of the Companys products and services.

Critical Accounting Polices

Critical accounting policies are those that management believes are both most important to the portrayal of the Companys financial conditions and results, and that require difficult, subjective, or complex judgements, often as a result of the need to make estimates about the effects of matters that involve uncertainty.

Visiphor believes the critical accounting policies it uses in preparation of its financial statements are as follows:

Revenue recognition

(iii)

Software sales revenue:

The Company recognizes revenue consistent with Statement of Position 97-2, Software Revenue Recognition. In accordance with this Statement, revenue is recognized, except as noted below, when all of the following criteria are met: persuasive evidence of a contractual arrangement exists, title has passed, delivery and customer acceptance has occurred, the sales price is fixed or determinable and collection is reasonably assured.  Funds received in advance of meeting the revenue recognition criteria are recorded as deferred revenue.

When a software product requires significant production, modification or customization, the Company generally accounts for the arrangement using the percentage-of-completion method of contract accounting. Progress to completion is measured by the proportion that activities completed are to the activities required under each arrangement. When the current estimate on a contract indicates a loss, a provision for the entire loss on the contract is made.  In circumstances where amounts recognized as revenue under such arrangements exceed the amount invoiced, the difference is recorded as accrued revenue receivable.

When software is sold under contractual arrangements that include post-contract customer support (PCS), the elements are accounted for separately if vendor specific objective evidence (VSOE) of fair value exists for all undelivered elements. VSOE is identified by reference to renewal arrangements for similar levels of support covering comparable periods. If such evidence does not exist, revenue on the completed arrangement is deferred until the earlier of (a) VSOE being established or (b) all of the undelivered elements being delivered or performed, with the following exceptions: if the only undelivered element is PCS, the entire fee is recognized ratably over the PCS period, and if the only undelivered element is service, the entire fee is recognized as the services are performed.



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The Company provides for estimated returns and warranty costs, which to date have been nominal, on recognition of revenue.

(iv)

Support and services revenue:

Up front payments for contract support and services revenue is deferred and is amortized to revenue ratably over the period that the support and services are provided.

Intangible Assets:

Intangible assets acquired either individually or with a group of other assets are initially recognized and measured at cost. The cost of a group of intangible assets acquired in a transaction, including those acquired in a business combination that meet the specified criteria for recognition apart from goodwill, is allocated to the individual assets acquired based on their relative fair values. The cost of internally developed intangible assets includes direct development costs and overhead directly attributable to development activity. The cost incurred to enhance the service potential of an intangible asset is capitalized as betterment. Costs incurred in the maintenance of the service potential of an intangible asset are expensed as incurred.



Intangible assets with finite useful lives are amortized over their useful lives. The assets are amortized on a straight-line basis at the following annual rates, which are reviewed annually:



Asset

Rate

Intellectual property

33.3%

Patents

33.3%

License

33.3%



Intangible assets with indefinite useful lives are not amortized and are tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test compares the carrying amount of the intangible asset with its fair value, and an impairment loss is recognized in income for the excess, if any.

Use of estimates

The preparation of financial statements in accordance with generally accepted accounting principles in Canada requires management to make estimates and assumptions that affect the amounts reported or disclosed in the financial statements. Actual amounts may differ from these estimates. Areas for significant estimate include but are not limited to: valuation of accounts receivable; amortization periods for equipment, intellectual property and other assets; valuation of intellectual property; fair value inputs for calculation of stock-based compensation; and the valuation allowance of future income tax assets.

Stock-based compensation

Subsequent to January 1, 2003, the Company accounts for all stock-based payments to employees and non-employees using the fair value based method.  Under the fair value based method, stock-based payments are measured at the fair value of the consideration received, or the fair value of the equity instruments issued, whichever is more reliabily measured.



The fair value of stock-based payments to non-employees is periodically re-measured until counterparty performance is compete, and any change therein is recognized over the period and in the same manner as if the Company had paid cash instead of paying with or using equity instruments.  The cost of stock-based payments to non-employees that are fully vested and non-forfeitable at the grant date is measured and recognized at that date.



Under the fair value based method, compensation cost attributable to employee awards is measured at fair value at the grant date and recognized over the vesting period.  Compensation cost attributable to awards to employees that call for settlement in cash or other assets is measured at intrinsic value and recognized over the vesting period.  Changes in intrinsic value between the grant date and the measurement date result in a change in the measure of compensation cost.  For awards that vest at the end of the vesting period, compensation cost is recognized on a straight-line basis; for awards that vest on a graded basis, compensation cost is recognized on a pro-rata basis over the vesting period.



Prior to January 1, 2003, the Company followed the settlement method of accounting for employee stock options.  The fair value method was used for non-employee grants made in the year ended December 31, 2002 and the settlement method for grants made prior to that date. Had compensation expense associated with employee stock



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options awarded prior to January 1, 2003 been determined in accordance with the fair value method, the Companys net loss and net loss per share for the nine-month periods ended September 30, 2005 and 2004 would have been unaffected.



Results of Operations for the three-month period and nine-month period ended September 30, 2005 compared to the three-month period and nine-month period ended June 30, 2004:

Revenues

Visiphors total revenues increased 881% to $1,008,581 for the three-month period ended September 30, 2005 compared to $102,814 during the same period of the prior year. The year to date revenues increased 219% to $2,253,829 over the prior year level of $705,954.

Revenues from the Companys software products rose 1859% to $547,494 for the current three-month period as compared to $27,946 for 2004. Software sales revenues increased by 252% to $1,512,578 for the year over the prior years level of $429,886. This growth was seen in the Companys core product lines of BIE and law enforcement.

Support and services revenues were 516% greater at $459,799 for the three-month period ended September 30, 2005 than in 2004 of $74,603. Support and services revenues for the year to date increased 174% to $737,568 over the prior year level of $269,611. The support and services revenues increased as a result of additional sales of software providing increased levels of customization, installation, and support contracts.

Visiphor expects that revenues will increase in subsequent quarters of 2005 when compared to those of 2004 and will continue to increase as the Companys current and newly developed products and solutions continue to gain increasing customer acceptance.  The Companys deferred revenues at September 30, 2005 were $269,645, which combined with revenues to date for the year of $2,253,829 represents sales of $2,523,474 through the third quarter of this fiscal year. In addition, the Company has received orders for further sales totalling approximately $1.6 million.

There can be no assurance however that all of the Companys sales characterized as deferred revenue in its unaudited financial statements through the period ended September 30, 2005 will later be booked as revenue in future periods.  Further, there can be no assurance that all orders for further sales received to date will result in actual future revenues to the Company.

Other revenues for the three-month period ended September 30, 2005 were $1,288, whereas other revenues of $265 were earned in the prior year. Other revenues declined by 43% for the year to date to $3,683 compared to $6,457 for 2004. These revenues were primarily earned through interest revenue and the sale of computer supplies.

Operating Costs

Operating expenses totalled $2,659,375 for the three-month period ended September 30, 2005, which is 84% greater than the 2004 operating expenses of $1,449,017. The 2005 expenses include stock-based compensation of $194,714 due to Visiphors employee stock option plan and $393,955 in amortization, which includes $322,713 in amortization costs for the intellectual property acquired in the Briyante acquisition. The 2005 expenses also include a one-time charge of $177,060 (USD$150,000; USD$250,000 was recorded as an estimate in a prior period) incurred in settlement of the OSI legal dispute. Excluding these charges the 2005 operating expenses total $1,893,646. The 2004 expenses include stock-based compensation of $278,188 and amortization of $399,672, which includes $322,713 in amortization costs for the intellectual property acquired in the Briyante acquisition. Excluding these items, the operating expenses for 2004 were $771,157. The difference of $1,122,489 between 2005 and 2004 represents a 145% increase in operating expenses over the prior period. The increased costs over the prior year are due to hiring additional staff in all departments to increase sales, continue product development, and meet the increased demand for Visiphors products and services.

Operating expenses totalled $6,921,105 for the nine-month period ended September 30, 2005, which is 41% greater than the 2004 operating expenses of $4,893,711. The 2005 expenses include stock-based compensation of $688,973, $1,188,695 in amortization, which includes $968,139 in amortization costs for the intellectual property acquired in the Briyante acquisition and $177,060 incurred in settlement of the OSI legal dispute. Excluding these charges the 2005 operating expenses total $4,866,377. The 2004 expenses include stock-based compensation of $1,061,172 and amortization of $1,175,604. Excluding these items, the operating expenses for 2004 were $2,656,935.  The difference of $2,209,442 between 2005 and 2004 represents an 83% increase in operating expenses over the prior year. The increased costs over the prior period resulted from significant increases in staffing and related costs. Staff levels have increased from 35 at January 1, 2005 to 63 at September 30, 2005. The current operating expense level is approximately $7,500,000 per year and may increase if additional resources are required to meet sales demands.



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Administration



Administrative costs for the three-month period ended September 30, 2005 were $877,625, which is 81% greater than for 2004 of $485,315. These costs include a stock-based compensation charge of $94,679 and $177,060 incurred in settlement of the OSI legal dispute in 2005 and stock-based compensation charge of $278,188 in 2004. Excluding these charges, the administrative costs were $605,886 in 2005 versus $207,127 in 2004, which represents a 193% increase. This increase was due to the addition of staff including shareholder relations employees and related expenses and increases in travel, legal and accounting expenses. Administrative costs include staff salaries and related benefits and travel, stock-based compensation, consulting and professional fees, facility and support costs, shareholder, regulatory and shareholder relations costs.



Administrative costs for the nine-month period ended September 30, 2005 were $2,116,769, which is 6% greater than for 2004 of $1,996,107. These costs include the stock-based compensation charge of $362,987 and $177,060 incurred in settlement of the OSI legal dispute in 2005 and $1,061,172 in stock-based compensation in 2004. Excluding these charges, the administrative costs were $1,576,722 in 2005 versus $934,935 in 2004, which represents a 69% increase.  The current level of administrative cost is expected to remain the same or be reduced for the balance of 2005.



Interest and Amortization



The interest expense for the three-month period ended September 30, 2005 of $8,623, which is 126% greater than for 2004 of $3,813, is primarily due to interest charged on equipment leases and various supplier accounts. The amortization expense of $393,955 for 2005 is consistent with 2004 of $399,672 and is primarily due to amortization of the acquisition of the intellectual property of Briyante.



The decrease in interest expense of $5,118 for the nine-month period ended September 30, 2005 over the prior year level is primarily due to a reduction in outstanding leases. The amortization expense of $1,188,695 for 2005 is comparable to the 2004 expense of $1,175,604 and is primarily due to the acquisition of the intellectual property of Briyante.



Bad Debt Expense



The bad debt expense for the three-month period ended September 30, 2005 of $42,801 consists of two customers that defaulted on payment for software licenses. There was no comparable expense during the same period in 2004. This was the only bad debt expense for 2005 and there was no bad debt expense in 2004.



Cost of Materials



Cost of materials for the three-month period ended September 30, 2005 of $23,100 is for security clearance for the King County RAIN project. This was the only cost of materials expense in 2005 and there is no cost of materials expense in 2004.



Sales and Marketing



Sales and marketing expenses for the three-month period ended September 30, 2005 were $368,695 compared to $290,956 during the same period last year, which represents an increase of 27%. These costs include a stock-based compensation charge of $30,411 in 2005. Excluding this charge, the sales and marketing costs were $338,284 in 2005, which represents a 16% increase over 2004.



Sales and marketing expenses for the nine-month period ended September 30, 2005 were $1,225,160 and were 60% greater than in 2004 of $766,965. These costs include a stock-based compensation charge of $95,623 in 2005. Excluding this charge, the sales and marketing costs were $1,129,537 in 2005, which represents a 47% increase over 2004. Visiphor significantly increased the size of its marketing team in 2005 and the increase is due to salaries for new staff.



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Technology Development



The technology development expenses for the three-month period ended September 30, 2005 were $466,471 which is 150% greater than the 2004 costs of $186,640. Technology development expenses include a stock-based compensation charge of $38,208 in 2005. Excluding this the 2005 expense is $428,263 which is 129% higher than 2004. This increase was primarily due to hiring additional staff and the associated costs required to maintain our enhancement of existing products and new product development.



The technology development expenses for the nine-month period ended September 30, 2005 were $1,289,816 which is 84% higher than the 2004 costs of $702,764. The 2005 costs include a stock-based compensation charge of $135,469. Excluding this charge, the costs were $1,154,347 in 2005, which represents a 64% increase over 2004.  This increase was primarily due to hiring additional staff and the associated costs required to maintain our enhancement of existing products and new product development. Management expects that the increased revenues achieved as a result of the sale of products will more than offset the increased costs. Management believes that continuing to invest in technology advancements is crucial to the future success of Visiphor.



Technical Services



Costs for the technical services group for the three-month period ended September 30, 2005 were $113,407, which is 37% greater than the 2004 costs of $82,621. These costs include a stock-based compensation charge of $4,587 in 2005. Excluding this charge, the technology services costs were $108,820 in 2005, which represents a 32% increase over 2004. The increase is due to the hiring of staff and associated costs to meet the support requirements for the sales orders described above and provide the staff required for quality assurance testing of product enhancements.



Costs for the technical services group for the nine-month period ended September 30, 2005 were $389,575, which is 72% greater than the 2004 costs of $226,962. These costs include a stock-based compensation charge of $15,920 in 2005. Excluding this charge, the technology services costs were $373,655 in 2005, which represents a 65% increase over 2004.  The technical services group conducts quality assurance testing and provides clients with any technical support they may require under annual support contracts, and includes primarily costs for salaries, facilities and travel. Costs for future quarters will be dependent on the sales levels achieved by the Company.



Professional Services



Costs for the professional services group for the three-month period ended September 30, 2005 were $364,698. These costs include a stock-based compensation charge of $26,829. Excluding this charge, the professional services costs were $337,869. Professional Services is a new department that was initiated in the second quarter of 2005; consequently, there are no comparative figures for 2004. The professional services group is responsible for the installation of Visiphors products and training of Visiphors customers and business partners in the use of our products. The costs include salaries, travel and general overhead expenses. Costs for future quarters will be dependent on the sales levels achieved by the Company.



Costs for the professional services group for the nine-month period ended September 30, 2005 were $624,998. These costs include a stock-based compensation charge of $78,974. Excluding this charge, the professional services costs were $546,024.



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Net Loss for the Period



The Company's current net loss on a monthly basis is approximately $550,000.  Management believes that providing cash operating expense information may be helpful to investors with respect to the Company's results of operations, because it excludes certain non-cash amortization amounts that the Company has incurred primarily as a result of its acquisition of certain intellectual property of Briyante that prevents an accurate period-to-period comparison as well as stock-based compensation that does not require cash payments and one-time unusual expenses.  When excluding such expenses, the Company's current rate of loss on a cash operating expense basis is approximately $295,000 per month.



Overall, the Company incurred a net loss for the three-month period ended September 30, 2005 of $1,650,794, or $0.06 per share, which is 23% higher than the net loss incurred during the three-month period ended September 30, 2004 of $1,346,203, or $0.09 per share. Adjusting the loss to take into account the expenses described above in the paragraph above, the losses become $885,065 for 2005 and $668,343 for 2004, representing a 32% increase.



The Company incurred a net loss for the nine-month period ended September 30, 2005 of $4,667,276 or $0.18 per share, which is 12% higher than the net loss incurred during the period ended September 30, 2004 of $4,187,757 or $0.32 per share. Adjusting the loss to take into account the items described in the paragraph above, the losses become $2,612,548 for 2005 and $1,950,981 for 2004, representing a 34% increase.



The Company has received sales orders totalling $1.6 million that have not commenced installation and the revenue will not be recognised until future quarters.  There can be no assurance however that all orders for further sales received to date will result in actual future revenues to the Company.



In the Company's most recent Form 10-KSB, management stated that it believed that the Company would be able to achieve break-even operations on an EBITDA basis during the second and third quarters of 2005.  Due to the timing of the completion of existing contracts and its effect upon the recognition of revenue, management revised this estimate.  After excluding the Company's quarterly amortization expenses of $395,000 primarily associated with the Briyante acquisition and any stock-based compensation expense associated with granting options, management believes that it will achieve break-even operations on a cash operating basis by the end of the fourth quarter of 2005.



Summary of Quarterly Results



|                   |   |             |             |             |             |             |             |             |          
|------------------ | - | ----------- | ----------- | ----------- | ----------- | ----------- | ----------- | ----------- | ---------
|                   |   | Q3-2005     | Q2-2005     | Q1-2005     | Q4-2004     | Q3  2004   | Q2 - 2004   | Q1 - 2004   | Q4 - 2003
|                   |   |             |             |             |             |             |             |             |          
|Total Revenue      | $ | 1,008,581   | 920,620     | 324,628     | 327,016     | 102,814     | 317,085     | 286,055     | 263,793  
|Loss               |   | (1,650,794) | (1,562,291) | (1,454,190) | (1,270,180) | (1,346,203) | (1,259,753) | (1,581,801) | (959,283)
|Net loss per share |   | (0.06)      | (0.06)      | (0.06)      | (0.08)      | (0.09)      | (0.09)      | (0.14)      | (0.15)   



The Companys changes in its net losses per quarter fluctuate according to the volume of sales. As the Company currently has a small number of customers generating the majority of its revenues, there is no consistency from one quarter to the next and past quarterly performance is not considered to be indicative of future results. The Company had significantly reduced its operating expenses during the period from the third quarter of 2002 through the third quarter of 2003, which also had a large impact on the comparative loss figures.In the latter part of 2004 and in 2005, the Company hired additional staff to meet the demands of the sales orders described above, causing a significant increase in expense levels. The Company is not aware of any significant seasonality affecting its sales.

Liquidity and Capital Resources

The Companys aggregated cash on hand at the beginning of the three-month period ended September 30, 2005 was $717,043. During the period, the Company received additional net funds of $563,750 from the exercise of warrants and $2,267 from the exercise of options.



The Company used these funds primarily to finance its operating loss for the period. The impact on cash of the loss of $1,650,794, after adjustment for non-cash items and changes to other working capital accounts in the period, resulted in a negative cash flow from operations of $1,083,695. The Company also repaid capital leases of $24,820 and purchased capital assets of $29,943.  Overall, the Companys cash position decreased by $625,666 to $91,377 at September 30, 2005.



The Companys aggregated cash on hand at the beginning of the nine-month period ended September 30, 2005 was $123,148. During the period, the Company received additional net funds of $2,358,479 from two private



8





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placements.  Due to an increase in the Companys stock price the Company also received proceeds of $86,630 from the exercise of options and $705,425 from the exercise of warrants.



The Company used these funds primarily to finance its operating loss for the period. The impact on cash of the loss of $4,667,276, after adjustment for non-cash items and changes to other working capital accounts in the period, resulted in a negative cash flow from operations of $2,871,917. The Company also repaid capital leases of $43,670 and purchased capital assets of $216,718.  Overall, the Companys cash position decreased by $31,771 to $91,377 at September 30, 2005.



The Company experienced unexpected delays in concluding certain contract negotiations; consequently, completion of the associated software installations were delayed. As a result of this delayed collection of revenues, management decided to seek additional financing in order to maintain its current level of operations.



In January 2005, the Company completed a private placement consisting of 2,857,785 units at $0.35 per unit. Each unit consisted of one common share and one common share purchase warrant.  Each warrant entitles the holder to acquire one additional common share at an exercise price of $0.45 until January 11, 2006 or at $0.55 from January 12, 2006 until January 11, 2007. The common shares and warrants were subject to a four-month hold period that expired on May 10, 2005. Finders fees of $72,771 in cash were paid on a portion of the private placement conducted outside the United States. The total net proceeds to Visiphor were $927,454, including $140,000 included in share subscriptions at December 31, 2004.



In May 2005, the Company completed a private placement consisting of 4,250,000 units at $0.40 per unit. Each unit consisted of one common share and one-half of one common share purchase warrant.  Each whole warrant entitles the holder to acquire one additional common share at an exercise price of $0.55 until May 24, 2006. The common shares and warrants were subject to a four-month hold period that expired on September 24, 2005. Finders fees of $128,976 in cash were paid on a portion of the private placement conducted outside the United States. In connection with this private placement the Company issued 60,000 units as a corporate finance fee on the same terms as the units described above with the exception that the common shares and warrants shares are subject to a twelve-month hold period that expires on May 24, 2006. The Company also granted 350,000 brokers warrants exercisable at a price of $0.55 until May 24, 2006. The brokers warrant shares are subject to a four month hold period which expires on September 24, 2005. The total net proceeds to Visiphor were $1,571,024.



During the final quarter of 2004, the Company was awarded a contract with PRIME Corp. of British Columbia, Canada to deploy the Visiphor flagship InForce Arrest and Booking (InForce AB) software as an integrated component of the province-wide Police Records Information Management Environment (PRIME-BC). This contract will result in revenues to the Company in excess of $800,000.  The Company has received $482,011 and has a receivable of $215,410 for services completed as at September 30, 2005. Revenue of $603,379 has been recorded with $94,041 recorded in deferred revenue which represents a 10% holdback for software and unearned support, the remainder of the contract is expected to be completed by the end of 2005.



In April 2005, the Company signed a USD$780,500 contract with King County of Washington to supply an expansion of the RAIN (Regional Automated Information Network) project for the Countys law enforcement agencies. This project will expand RAINs capabilities and benefits to over 3,000 officers across 23 independent police jurisdictions responsible for protecting over 1.7 million citizens. Revenues of $497,666 from this contract were recognized in the second quarter of 2005, the remainder is expected to be recognized during the fourth quarter of 2005.



In June 2005, the Company signed a contract in excess of $350,000 with the Department of Homeland Security (DHS). The contract was received on behalf of the DHS Metadata Center of Excellence. The software will be used to design and deploy a metadata (data describing data) repository and a federal query information sharing capability. The Company has recognized $237,583 in revenue as at September 30, 2005, the remainder is expected to be recognized during the fourth quarter of 2005.



In August 2005, the Company signed a contract in excess of $400,000 with the Department of Homeland Security (DHS). The contract was received on behalf of Customs and Border Protection. The software will be used to provide a federated query application capable of simultaneously searching multiple, disparate data sources. The Company has recognized $280,313 in revenue as at September 30, 2005, the remainder is expected to be recognized during the fourth quarter of 2005.



The Company also has received other orders with certain agencies in the United States that total an additional approximately $1,000,000.  The amounts due under these contracts are expected to be received by the Company in



9





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the fourth quarter of 2005 or early in 2006. There can be no assurance however that any or all of such orders will result in actual revenues to the Company.



The Company has entered into an agreement to acquire Sunaptic, a privately-held Vancouver-based company specializing in providing integration solutions using Microsoft technologies such as .NET and BizTalk Server for the health care and financial services marketplaces. On September 27, 2005, the Company made a $50,000 non-refundable lock-up payment to Sunaptic. The Company agreed to acquire 100% of the outstanding shares of Sunaptic for consideration of $3,200,000. The consideration will consist of $2,720,000 in cash and 960,000 common shares of the Company at a deemed price of $0.50 per share. The common shares issued by the Company will be held in escrow, with 50% to be released on the 12 month anniversary of closing of the acquisition and 50% to be released on the 18month anniversary of the closing of the acquisition.    The closing of the acquisition will be subject to the Company completing an associated financing of sufficient size to fund the cash portion of the consideration.  This transaction will be subject to regulatory approval.  Under the terms of the agreement the transaction is required to close on or before November 18, 2005.



The Company announced its intention to complete a brokered private placement by way of an offering memorandum (the Offering) of up to $5,500,000. The Offering will consist of up to 11 million units priced at $0.50 per unit. Each unit will consist of one common share and one half common share purchase warrant.  Each whole warrant will entitle the holder for one year from the date of issue of the units to acquire one additional common share in the capital of Visiphor at an exercise price of $0.60 or at $0.75 for a second year. The private placement will be subject to regulatory approval. The Company has agreed to pay the following consideration to the agent for the Offering:



iv.

a cash commission of 7% of the gross proceeds of the Offering;

v.

brokers warrants entitling the holder to purchase up to such number of units as is equal to 10% of the total number of units sold through the Offering, each warrant exercisable for a period of two years for one unit at $0.50;

vi.

a work fee of $25,000 cash plus reasonable expenses.



If completed, the proceeds of the Offering will be used to pay the cash consideration portion of the Sunaptic acquisition and the associated costs of the acquisition and the financing, including legal, accounting, and commissions. If the maximum Offering is completed, the net proceeds of the Offering available to the Company for working capital purposes will be approximately $2 million. There can be no assurance that the acquisition of Sunaptic or any or all of the Offering will be completed.



The Company believes it currently has cash sufficient to fund its operations through November 2005. The Company also has accounts receivable totaling in excess of $900,000 at the date of this report. The Offering described above if completed will eliminate the Companys working capital deficiency and management believes that the revenues from the Companys sales combined with the sales revenues of Sunaptic will be sufficient to fund its consolidated operations. If the Offering is not completed, accounts receivable are not collected, certain of the contracts are not completed, or the expected sales are not received the Company may need to raise additional funds through private placements of its securities or seek other forms of financing. There can be no assurance that such financing will be available to the Company on terms acceptable to it, if at all.  If the Companys operations are substantially curtailed, it may have difficulty fulfilling its current and future contract obligations.



10





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Contractual Obligations

The Company is committed to the following operating lease payments over the next four years:



Year                                                                                        
Equipment                     
Building                              
Total

























2005

$

14,366

$

37,037                  
$

51,403

2006

65,296

248,885

314,181

2007

65,442

202,900

268,342

2008

34,629

202,900

237,529

2009

-

202,900

202,900



$

179,733

$

894,622

$

1,074,355



The lease for the Companys head office expired on September 30, 2005 and new premises were obtained under a sublease. The terms of the sublease are for 10,938 square feet for the period of August 1, 2005 to December 30, 2009. The monthly rent is $16,908 with rent abatement for the first three-month period and a partial payment of $4,800 for November 2005.



On January 27, 2005 the Company received a Notice of Demand from OSI Systems PVT Ltd (OSI) for USD$500,000 alleging that the Company was in default under the terms of various agreements. On August 16, 2005 the parties settled this claim. Under the terms of the settlement the Company agreed to pay OSI USD$400,000. The Company made a payment of USD$100,000 on September 1, 2005 and has agreed to make a second payment of USD$125,000 on November 15, 2005 and a final payment of USD$175,000 on December 31, 2005.



Off-Balance Sheet Arrangements

At September 30, 2005, the Company did not have any off-balance sheet arrangements.



Transactions with Related Parties



At September 30, 2005, accounts payable and accrued liabilities included $404,370 (at December 31, 2004 - $284,759) owed by the Company to directors and officers and companies controlled by directors and officers of the Company. These amounts are unsecured, non-interest bearing and payable on demand. At September 30, 2005, accounts payable and accrued liabilities included $348,810 (at December 31, 2004 - $300,500) owed by the Company to companies formerly related by virtue of having a director or officer in common with the Company.



Other Management Discussion & Analysis Requirements



i.

Additional information relating to the Company, including the Companys Annual Information Form, is on available on SEDAR at www.sedar.com.



ii.

Share Capital at November 9, 2005

(a)

Authorized:

100,000,000 common shares without par value

50,000,000 preferred shares without par value, non-voting, issuable in one or more series



11





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(b)

Issued



Number

of shares

Amount



Balance, December 31, 2003

8,845,157

$

21,528,421



Issued during year for cash:

Private Placement

7,938,208

2,782,289

Special Warrants exercised

1,169,741

907,985

Issued in settlement of accounts payable

2,654,675

1,019,562

Issued for acquisition of intellectual property

187,500

75,000

Share issuance costs

-

(82,337)



Balance, December 31, 2004

20,795,281

26,230,920



Issued during period for cash:

Private Placements

7,107,785

2,700,225

Options exercised

211,895

86,630

Warrants exercised

1,630,000

708,650

Special Warrants exercised

1,007,151

781,802

Fair value of options exercised

-

60,458

Share
issuance
costs                                                                                                        
-                       
(312,230)



Issuance
of shares as share issuance
cost                                                          
60,000                          
24,000





Balance, November 9, 2005

30,812,112

$

30,278,455



(c)

Special warrants:



During October and November 2003, the Company sold a total of 9,796,087 special warrants (the Special Warrants) at $0.1725 per Special Warrant in a series of four tranches.  Cash proceeds of $899,075 less commissions of $39,757 were received for the sale of 5,212,029 Special Warrants and 4,584,058 Special Warrants were issued in settlement of $790,750 in debt.  Each Special Warrant was exercisable, for no additional consideration, into units consisting of 0.2222 common shares and 0.2222 share purchase warrants, with the exception of 1,002,899 Special Warrants issued to insiders of the Company.  The units issued to insiders of the Company were exercisable into 0.2222 common shares with no share purchase warrant.  Each whole warrant entitled the holder for two years from the date of issue of the Special Warrants to acquire one additional common share at an exercise price of $1.04 per share in the first year and $1.14 per share in the second year.  The Special Warrants were convertible at the holders option at any time for an eighteen month period and converted automatically at the end of the eighteen months.  The Company was not required to meet any conditions prior to conversion.  Finders fees of $39,758 cash and 38,641 in brokers warrants exercisable at $1.04 per share were paid.  The brokers warrants were exercisable until October 30, 2004 and have been recorded at the fair value as at the date of issue of $7,327 as a reduction in the proceeds of the Special Warrants and an increase in contributed surplus.  As at September 30, 2005, 2,176,907 units have been issued on conversion of all the Special Warrants which resulted in the issuance of 2,176,907 common shares and 2,176,907 share purchase warrants.



12





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(d)

Warrants:

At December 31, 2004, and November 9, 2005, the following warrants were outstanding:



|December
      31,
      2004 | Issued    | Exercised   | Expired | September
      30,
      2005 | Exercise
      price | Expiry
      date
|----------------------------- | --------- | ----------- | ------- | ------------------------------ | -------------------- | -----------------
|                              |           |             |         |                                |                      |                  
|1,840,671                     | 784,300   | -           |         | 2,624,971                      | $0.46                | November 30, 2005
|4,007,875                     | -         | (125,000)   | -       | 3,882,875                      | $0.50                | April 28, 2005   
|                              |           |             |         |                                | or at $0.75          | April 28, 2006   
|226,584                       | -         | -           | -       | 226,584                        | $0.50                | April 29, 2005   
|                              |           |             |         |                                | or at $0.75          | April 29, 2006   
|166,700                       | -         | (80,000)    | -       | 86,700                         | $0.53                | May 20, 2005     
|                              |           |             |         |                                | or at $0.75          | May 20, 2006     
|                              | 2,505,000 | (125,000)   | -       | 2,380,000                      | $0.55                | May 24, 2006     
|187,500                       | -         | -           | -       | 187,500                        | $0.40                | November 29, 2005
|                              |           |             |         |                                | or at $0.50          | November 29, 2006
|3,930,333                     | -         | (1,000,000) | -       | 2,930,333                      | $0.40                | November 30, 2005
|                              |           |             |         |                                | or at $0.50          | November 30, 2006
|946,166                       | -         | -           | -       | 946,166                        | $0.45                | December 31, 2005
|                              |           |             |         |                                | or at $0.55          | December 31, 2006
|-                             | 2,857,785 | (300,000)   | -       | 2,557,785                      | $0.45                | January 11, 2006 
|                              |           |             |         |                                | or at $0.55          | January 11, 2007 
|                              |           |             |         |                                |                      |                  
|                              |           |             |         |                                |                      |                  
|11,305,829                    | 6,147,085 | (1,630,000) | -       | 15,822,914                     |                      |                  



On September 27, 2005, the Company re-priced 2,624,971 warrants to $0.46 and extended their expiry date to November 30, 2005. The re-priced warrants consisted of 1,954,042 warrants with an original exercise price of $1.14 and 670,929 warrants with an original exercise price of $0.64. The original expiry dates for the warrants with an original exercise price of $1.14 were: 64,412 at September 30, 2005; 128,824 at October 10, 2005; 386,473 at October 14, 2005; 397,811 at October 30, 2005; 976,522 at October 31, 2005. The original expiry dates for the warrants with an original exercise price of $0.64 were 311,079 at October 30, 2005 and 359,850 at November 20, 2005.

(e)

Options:



The Company has a stock option plan that was approved at the Companys annual general meeting of shareholders on June 17, 2005.  Under the terms of the plan the Company may reserve up to 5,889,756 common shares for issuance under the plan.  The Company has granted stock options to certain employees, directors, advisors, and consultants.  These options are granted for services provided to the Company.  All options granted prior to November 25, 2003 expire five years from the date of grant with the exception of 22,222 options issued during 2002 to a consultant that expired two years from the date of grant.  All options granted subsequent to November 25, 2003, expire 3 years from the date of the grant.  All options vest one-third on the date of the grant, one-third on the first anniversary of the date of the grant and one-third on the second anniversary of the date of the grant.  On November 25, 2003 all stock options along with the Companys outstanding shares were consolidated on a 1 new option for 4.5 old basis. During the year ended December 31, 2004 all options outstanding as at December 31, 2003 were repriced to $0.78. For options that were granted prior to the adoption of the fair value based method, the fair value of the award was remeasured at the date of modification, and the full amount of the fair value was recorded as the compensation cost to the extent that vesting has occurred at December 31, 2004.



For options issued in 2003 and previously accounted for under the fair value method, modification accounting is applied.  Under modification accounting the Company recorded additional expense equal to the difference between the fair value of the original award on the date of the repricing, and the fair value of the modified award also on the date of the repricing.



13





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A summary of the status of the Companys stock options at November 9, 2005, and December 31, 2004 (giving retroactive effect to the share consolidation), and changes during the periods ended on those dates are presented below:



November 9, 2005

December 31, 2004

Weighted average

Weighted average

Shares

exercise price

Shares

exercise price



Outstanding, beginning of period

3,092,334

$ 0.61

770,294

$   5.26

Repriced to $0.78

-

-

(4.48)

Granted

2,796,396

0.73

2,690,925

0.58

Exercised

(211,895)

0.41

-

-

Cancelled

(268,335)

0.71

(368,885)

0.78



Outstanding, end of period

5,408,500

$ 0.67

3,092,334

$  0.61



The following table summarizes information about stock options outstanding at November 9, 2005:







Options outstanding

Options exercisable

Number

Number

outstanding

Weighted

Weighted

exercisable,

Weighted

November 9,

remaining

average

November 9,

average

Exercise price

2005

contractual life

exercise price

2005

exercise price



$0.33

69,999

2.21

$0.33

-

-

$0.34

13,333

2.11

$0.34

6,667

$0.34

$0.35

10,333

2.22

$0.35

1,667

$0.35

$0.36

44,072

2.37

$0.36

11,482

$0.36

$0.39

105,000

2.52

$0.39

35,000

$0.39

$0.40

991,033

1.90

$0.40

617,525

$0.40

$0.41

13,000

1.73

$0.41

7,000

$0.41

$0.43

25,500

2.96

$0.43

8,834

$0.43

$0.45

50,000

7.60

$0.45

16,668

$0.45

$0.47

10,000

3.01

$0.47

3,334

$0.47

$0.49

50,000

2.92

$0.49

16,667

$0.49

$0.50

42,500

2.76

$0.50

14,501

$0.50

$0.55

10,000

1.59

$0.55

6,667

$0.55

$0.56

21,166

2.63

$0.56

4,500

$0.56

$0.57

27,999

2.66

$0.57

-

-

$0.65

25,000

2.81

$0.65

13,334

$0.65

$0.66

182,222

1.65

$0.66

111,487

$0.66

$0.67

15,000

2.76

$0.67

5,000

$0.67

$0.68

10,000

2.85

$0.68

3,334

$0.68

$0.69

20,000

2.86

$0.69

6,667

$0.69

$0.78

1,454,446

1.26

$0.78

1,089,990

$0.78

$0.79

2,192,897

2.73

$0.79

730,983

$0.79





5,408,500

2.10

$0.67

2,711,307

$0.68





14





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The weighted average fair value of employee stock options granted during the period ended November 9, 2005 was $0.74 (2004: $0.60) per share purchase option. The weighted average fair value of employee stock options repriced during the period ended November 9, 2005 was $Nil (2004: $0.52) per share purchase option as at the date of the reprice. The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option pricing model using the following average inputs:  volatility - 67%; risk free interest rate - 5%; option term - 3 years; and dividend yield - nil.  The total compensation expense of $688,973 has been allocated to the expense account associated with each individual employee expense and credited to contributed surplus.





15