UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB/A

Amendment No. 3

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED March 31, 2006

Commission file number 333-109763

FACE PRINT GLOBAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Wyoming	7372	33-0619256
(State or Jurisdiction of incorporation or organization)	Primary SIC Code	(IRS Employer Identification No.)

1111 E. Herndon Ave., Suite 115, Fresno, California 93720

(Address of principle executive office)

(559) 436-1060

(Registrant's telephone number)

Securities to be registered pursuant to Section 12(b) of the Act: None

Name of each exchange on which registered: None

Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, Par Value: none

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

Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. x

Registrant's revenue for its most recent fiscal year: $253.

The aggregate market value of voting stock held by non-affiliates of the registrant was $3,435,120 (35,052,247 shares at $0.098 per share) as of July 13, 2006.

The number of shares of Common Stock outstanding as of January 3, 2007 was 103,591,128.

Transitional Small Business Disclosure Format: o Yes x No

TABLE OF CONTENTS

PART I
Item 1. Description of Business			3

Item 2. Description of Property			8

Item 3. Legal Proceedings			9

PART II

Item 4. Submission of Matters to a Vote of Security Holders			9

Item 5. Market for Common Equity and Related Stockholder Matters			9

Item 6. Management's Discussion and Analysis or Plan of Operation			19

Item 7. Financial Statements			F1-F28

Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			31

Item 8A. Controls and Procedures			31

Item 8B. Other Information			32

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act			33

PART III

Item 10. Executive Compensation			35

Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			38

Item 12. Certain Relationships and Related Transactions			39

Item 13. Exhibits			40

Item 14. Principal Accountant Fees and Services			42

SIGNATURES			43

EXPLANATORY NOTE

Face Print Global Solutions, Inc. (referred to in this discussion as “we”, “us” or “our”) is amending its Annual Report on Form 10-KSB for the year ended March 31, 2006 (the “Original Report”) for the purpose of revising its disclosure in Item 8A Controls and Procedures for the periods presented herein.

This Annual Report on Form 10-KSB/A for the year ended March 31, 2006 amends and restates its disclosure in Item 8A Controls and Procedures for the periods presented herein. The determination to restate the disclosure was made as a result management’s identification of internal control deficiencies. The restated disclosure states the internal control deficiencies; their impact on the Company’s financial reporting and what steps the Company has taken to correct those deficiencies.

The disclosures in this Form 10-KSB/A continue to speak as of the date of the Original Report, and do not reflect events occurring after the filing of the Original Report. Accordingly, this Form 10-KSB/A should be read in conjunction with our other filings made with the Securities and Exchange Commission subsequent to the filing of the Original Report. Accordingly, this Form 10-KSB/A should be read in conjunction with our other filings made with the Securities and Exchange Commission subsequent to the filing of the Original Report, including any amendments to those filings. The filing of this Form 10-KSB/A shall not be deemed an admission that the Original Report when made included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.

PART I

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This Annual Report contains statements that are forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "believe" and similar language. These statements involve known and unknown risks, including those resulting from economic and market conditions, the regulatory environment in which we operate, competitive activities, and other business conditions, and are subject to uncertainties and assumptions set forth elsewhere in this Annual Report. Our actual results may differ materially from results anticipated in these forward-looking statements. We base our forward-looking statements on information currently available to us, and we assume no obligation to update these statements.

Item 1. Description Of Business

Background

Face Print Global Solutions, Inc. was originally formed on January 30, 2003 as a California corporation called FGS Global Solutions, Inc. On March 17, 2003, Face Print Global Solutions, Inc. ("FGS", "we", or "our") formerly known as Dostuk Holdings, Inc., a Wyoming corporation formed in November 1999 solely to seek for and make an acquisition, entered into an acquisition agreement whereby it acquired on March 31, 2003, all of the common stock of FGS Global Solutions, Inc., the original California corporation. The acquisition was effected as a tax free share exchange, with the shareholders of FGS Global Solutions, Inc. (California) receiving 24,070,000 new shares of common stock and the existing shareholders of the Wyoming parent retaining all of their 9,000,000 shares of common stock. The California corporation is a wholly-owned subsidiary and all operations are conducted by the California subsidiary. The Wyoming corporation, which has no operations or separate identity, subsequently changed its name from Dostuk Holdings, Inc. to Face Print Global Solutions, Inc. Unless we state otherwise, all references to FGS, "we", or "our" refer to the combined entity of the Wyoming parent, and the acquired California entity. In June of 2005, we acquired Apometrix Technologies, Inc. ("Apometrix")

FGS is a software-development company engaged in facial recognition and facial imagery. Our mission is to become a world leader in the field of biometrics and developing high accuracy products in facial recognition technology. We address the critical needs in facial recognition related to identity verification in crime-prevention and worldwide efforts against terrorism.

Our goal is to establish a standard in the identity authentication and validation with our E-DNA Bioprint Coding System(tm). Our E-DNA solution is superior to competitors' due to its ability to operate in controlled and uncontrolled environments.

Our business targets public safety and security (law enforcement and homeland security), military access control, immigration and border controls, correctional departments, government agencies, Department(s) of Motor Vehicles and the Justice Department.

Our plan includes providing value added services. Within this framework, we will offer online courses in the area of law enforcement and biometry with to ensure that private security personnel and law enforcement personnel receive an adequate training in identification, verification and the use of new technologies.

Products and Services

Our FGS software under development allows for the creation of billions of combinations of facial images of either sex, any race and age group. FGS utilizes our internally developed morphological coding algorithm, E-DNA (a digital imprint of the face) for rapid transmission and/or information sharing.

EZ-Face is a composite-picture software currently under development. The first commercial release is due in the third quarter. This software will allow for the creation of endless combinations of 3D photo-like faces of either sex and of any race. It will enable the creation and re-creation of billions of human faces. This advanced technology is an extraordinary tool for agencies with responsibilities in the public safety and security fields. The product will use the unique morphological coding system, known as E-DNA, for rapid transmission and/or information sharing. Each face and/or composite picture will generate a unique E-DNA code for search-and-match applications, thanks to a system known as EZ-Match. It will set a new industry standard for law enforcement, airport, private and homeland security.

Incredibly user-friendly, EZ-Face will allow even those with limited computer skills to become fully comfortable in little time. For those who are not experienced in using these types of software, an e-learning course will be available online, and will be offered in a special premium package with the purchase of all biometric applications. Through E-DNA, all users will be automatically connected to an efficient trouble-free information network, allowing them to exchange critical information at record speeds and avoid lengthy, costly configuration and maintenance procedures.

EZ-Match technology addresses identity verification and authentication for security purposes at border controls (passports, driver’s licenses, debit cards and credit cards) using the EZ-Face technology, which acts as a “fingerprint” for a face. This product is expected to have a major impact, not only on identity verification, but also for matching searches designed to find suspects from composite pictures with suspect composite pictures (“Most Wanted” and/or “Suspected Terrorist” lists, mug shot databases, and similar uses). EZ-Match development will begin in the third quarter of 2006 and a commercial version should be available by the third quarter of 2007.

The EZ-Match product will include a built-in search engine to enable a user to search, compare and match E-DNA codes of facial images with a very high accuracy. Using EZ-Match, a security agent, customs official or police officer will be able to compare the E-DNA to similar pictures in a database in order to determine a suspect’s identity. The EZ-Match algorithm will allow the user to search through one facial feature, or a combination of facial features, both in the security field and as a web search tool.

Law enforcement and private security training is now usually done via video and/or seminars. Furthermore, training is typically provided on a fixed schedule, often interfering with duty schedules and resulting in costly overtime, travel, and meal expenses for fixed budget departments.

FacePrint is developing a series of online courses for law enforcement and security on a worldwide basis that will bring a new revenue stream to FacePrint. Our e-learning division has taken a very aggressive approach to this training.

Distribution, Marketing and Website

Face Print’s marketing strategy targets the public safety and security markets . These markets include: law enforcement and homeland security, military access control, immigration and border controls, correctional departments, government agencies (DMV, DOJ), casinos and financial institutions.

Value-added services . Face Print’s plan includes providing customers with added value services. Within this framework, Face Print will be among the first companies in biometrics offering online courses with the Company’s e-learning division to ensure private security and law enforcement personnel to receive adequate training in identification and verification, and in the use of new technologies.

Distribution . Face Print will distribute its products and services both directly, through strategic alliances, and through resellers, in order to maximize penetration into the target market. The majority of the Company’s orders will be generated by in-house senior sales representatives (government agencies and lobbying) and by Face Print’s channel of strategic partners.

Marketing communications. Face Print’s marketing communications program will position the Company’s products as the industry standard in identity verification and crime prevention, as well as the best in quality control, efficiency, pricing, and customer service, while emphasizing that every organization should want to help make a difference in the fight against crime.

Marketing strategies. Face Print’s business plan focuses on the implementation of marketing strategies designed to establish a broad-market awareness of the Company’s products and services. The management team is concentrating on building strong sales channels and developing a solid network of partners. The marketing strategy emphasizes marketing through public relations, print media, a television campaign and a print, TV and online advertising campaign. Face Print’s sales goal demands establishing rapid product awareness and high-level visibility.

A multiple channel distribution system will augment Face Print’s direct sales program. Distribution and sales programs are the main elements of Face Print’s marketing strategy, which differs from one targeted market to the other. Distribution channels will differ from one market to the next. The Company will therefore implement appropriate approaches for each of its target markets.

A complete solution . Together with its partners, Face Print offers specialized biometric services from the planning stage of a project to implementation and after-sales service and support - turnkey solutions for the Company’s worldwide customers. Forging strong bonds with business partners generates a feeling of trustworthiness and accountability among Face Print’s potential customers, even when it comes to new technologies

Competition

There are a number of facial recognition and composite software developers. However, their products are based on a set of biometric algorithms that were developed in the late 1980's and 1990's. Our products will be based on new biometric algorithms we have developed. The software industry is intensely competitive and subject to rapid technological change.

There are several major competitors in the facial manipulation and recognition software market: Compu-Sketch, Facette - Face Design Systems, FacePro-Faurot, Suspect ID- Imageware, Identikit.net - Smith and Wesson, EFIT- Aspley Ltd., and FACES-IQ. Compu-Sketch and Facette are very large, well-funded and recognized within the industry. They have achieved excellent success with their products, and have established themselves within the market. They may now face increasing competition from lower-priced vendors and improving software products. FacePro is a 70-year old company with a wide range of forensics products, but they are not, as yet, directly competitive although they could easily launch a new product or acquire one of the competitive vendors. Suspect ID is a publicly traded, very well known company with strong partnerships already in place. They are finding increased demand for the identification systems and they have over 100 employees engaged in their business. Identikit.net, by Smith and Wesson, which is a publicly traded company well known in the law enforcement arena (2,000+ customers), is a relatively new product for this company, which has not, as yet, gained wide acceptance or traction. EFIT is based in the United Kingdom and, although well regarded in its territory, is not a significant threat in the United States. FACES-IQ is limited to one product for law enforcement and needs some upgrading to be directly competitive with FacePrint’s products, however, they already have over 4,000 customers and represent the market standard for this type of product.

Our success will depend significantly on our ability to adapt to a changing competitive environment, to develop more advanced products more rapidly and less expensively than its competitors, and to educate potential customers as to the benefits of its products relative to those of its competitors. We believe that the principal competitive factors in its markets are price, product features, product performance, ease of use, quality of support and service, company reputation. We intend to compete vigorously in all of these aspects. Most of our current and potential competitors have longer operating histories, greater brand recognition, larger customer bases and significantly greater financial, marketing and other resources than we do. Such competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements or devote greater resources to the development, promotion and sales of their products than we do. Also, most current and potential competitors have greater name recognition. Some could possess the ability to leverage significant installed customer bases. These companies could integrate their software with their widely accepted products which would result in a loss of market share for our company. Moreover, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties, thereby increasing their ability to address the needs of our company's prospective customers. Our current or future vendors may in the future establish cooperative relationships with current or potential competitors of our company, thereby limiting our ability to sell its products through particular distribution channels. Accordingly, new competitors or alliances among current and new competitors could emerge and rapidly gain significant market share. Such competition could materially adversely affect our ability to sell our products.

We expect additional competition as other established and emerging companies enter into the facial composite software market and new products and technologies are introduced. Our future and existing competitors could introduce products with superior features, scalability and functionality at lower prices than EZ-Match products. Increased competition could result in price reductions, fewer customer orders, reduced gross margins, longer sales cycles and loss of market share, any of which would materially adversely affect our company's business, operating results and financial condition. We may not be able to compete successfully against current and future competitors, and the failure to do so would result in our company's business being materially and adversely affected.

Trademarks and Intellectual Property

We regard our technology, trademarks, trade dress, trade secrets, copyrights and similar intellectual property, and future potential patent applications and service marks as critical to our success, and will rely on a combination of patent law, trademark law, trade secret protection, copyrights law and confidentiality and/or license agreements with its employees, customers, partners and others to protect its proprietary rights. EZ-Match will be copyrighted when it is developed. Currently, we are utilizing no trademarks of our own. We intend to trademark EZ-Face, EZ-Match and E-DNA in the United States and Canada. We have not filed for trademark protection but we intend to by December 31, 2006. We are currently relying on common law trademark protection and we have no trademark protection except that provided by common law. We have no patent rights, service marks or patent applications.

Need for Governmental Approval

FGS does not believe that any governmental approvals are required to sell its products or services.

Product Research and Development

E-DNA, which stands for Electronic DNA, is a segmented biometric alphanumeric codification that represents a digital imprint of a face and of any biometric feature used in a program or on a smart card (such as fingerprint and voice recognition). Each segment represents a unique biometric feature such as nose, scar, hair and/or a fingerprint and even voice recognition. The E-DNA solution is a simple, mathematical and strong representation of any biometrics feature applications. It brings a new standard in biometrics. This is unique in the field, as biometric data is transformed into a symbol. This solution allows for rapid transmission of information, search-and-match for authentication, validation and identification. Most of the products on the market can only process one step at the time, with limited data. E-DNA overcomes these problems of managing huge amounts of data.

With this algorithm, it will be possible to have a standardized encoding system on all identity cards, papers, credit cards or other identification. All identification cards and papers will utilize encryption that makes it impossible for any to slip through the system. This is because we are dealing with a segmented E-DNA, which is a unique encrypted code of 216 to the 64 ^th power. Thus, the new E-DNA Bioprint Coding System will have the capacity of generating millions and millions of different faces that will be simply transformed into a digit number to be inserted on a SmartChip / SmartCard and/or software. FGS will soon be able to put a number on all existing faces. In the field of biometry, this will be a major breakthrough. As unique as fingerprints or DNA, it opens the path to the development of many other applications.

With the use of E-DNA, the first product generation coming up will be: EZ-Face and EZ-Match. These two products will be sold as a full package or separately, depending on the market segments addressed.

FGS has licensed FaceGen™ technology to help generate a 3-D version of EZ-Face. The use of FaceGen™ technology enables FGS’s development team to focus on the E-DNA morphological coding system.

EZ-Match is search-engine software that will capture a digitized facial image, generate an E-DNA code, and then compare the images against a database or any other available image.

Employees

At March 31, 2006, we had three full time employees. Upon receipt of funding, we plan to hire two person in marketing, three person in administration and a new Chief Financial Officer. We believe our employee relations are good. None of our employees is represented by a collective bargaining unit.

Item 2. Description Of Property

Our principal executive office is located at 1111 E. Herndon, Suite 115, Fresno, California 93720. The office is on the first floor of a 90,000 sq. ft., 3 story, "Class A", Atrium style building. We lease approximately 1,792 square feet of office space pursuant to a three year lease expiring on November 30, 2007. The monthly rent is $2,853. The future minimum lease payments are as follows:

Fiscal Years Ended March 31:

2007		34,521

2008		23,280

2009		—

Total	$	57,801

The property is in good condition, well maintained and adequate for the Company's current and immediately foreseeable operating needs. FGS does not have any policies regarding investments in real estate, securities or other forms of property.

Item 3. Legal Proceedings

From time to time, the Company may be involved in litigation with customers, vendors, suppliers and others in the ordinary course of business, and a number of claims may exist at any given time. All such existing proceedings are not expected to have a material adverse impact on the Company’s results of operations or financial condition.

In June of 2005, former employee Nick Cornacchia filed an action against FGS in the Superior Court of California for the County of Fresno, Case No. 05CECG01344. The nature of the case is breach of contract. Mr. Cornacchia is seeking damages for unpaid wages of approximately $8,000, and additional general and special damages in excess of $100,000. FGS has counter-sued, also arguing breach of contract. Trial for this matter commences on August 14, 2006.We cannot determine at this time either the likelihood of success of the suit, or the likely amount of damages.

In December 30, 2005, the Company filed an action against Wallstreet Inside Reporter in the Superior Court of California for the County of Fresno, Case No. 05CECG04038. The natuer of the case is for rescission of contract for failure to perform obligations under such contract. The Company is seeking the return of 1,250,000 shares of the Company’s Common Stock. No trial date has been set yet in this matter. We cannot determine at this time either the likelihood of success of the suit.

The Company is also involved in other litigation or arbitrations as a result of its normal business operations but believes the resolutions for these additional matters would not have a material impace on the financial condition of the Company.

PART II

Item 4. Submission Of Matters To A Vote Of Security Holders

We have not submitted any matters to a vote of security holders during the period upon which we are reporting.

Item 5. Market For Registrant's Common Equity And Related Stockholder Matters.

(a) Equity and Related Stockholder Matters

Our common stock trades on the Over-the-Counter Bulletin Board under the symbol “FCPG”. The common stock is reported on the OTC Electronic Bulletin Board. The following table sets forth the range of reported closing bid prices of our common stock during the periods indicated. Such quotations reflect prices between dealers in securities and do not include any retail mark-up, mark-down or commission, and may not necessarily represent actual transactions. Trading in our common stock has generally been limited and sporadic, and should not be deemed to constitute an “established trading market”.

	High		Low
Calendar Year Ended December 31, 2003:
First Quarter	$		$
Second Quarter	$		$
Third Quarter	$		$
Fourth Quarter	$		$
Calendar Year Ended December 31, 2004:
First Quarter	$		$
Second Quarter	$		$
Third Quarter
Fourth Quarter *(Initial Month of Trading)*	$	0.40	$	0.00
Calendar Year Ending December 31, 2005:
First Quarter	$	0.29	$	0.11
Second Quarter	$	0.30	$	0.11
Third Quarter	$	0.27	$	0.10
Fourth Quarter	$	0.44	$	0.10
C Calendar Year Ending December 31, 2006:
First Quarter	$	0.185		0.09
Second Quarter	$	0.12		0.07

Approximate Number of Equity Security Holders

The number of record holders of our common stock as of July 6, 2006 was approximately 194. The transfer agent for our common stock is Colonial Stock Transfer, 66 Exchange Place, Salt Lake City, Utah 84111, and its telephone number is (801) 355-5740.

The Company has not declared or paid any cash dividends on its common stock and does not intend to declare or pay any cash dividends in the foreseeable future. The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on the Company's earnings, if any, its capital requirements, and financial condition and other such factors as the Board of Directors may consider.

(b) Recent Sales of Unregistered Securities

We issued the following unregistered securities during the three-year period ended March 31, 2006:

(1) The Company issued 24,070,000 newly issued shares on March 31, 2003 in exchange for the 24,070,000 shares of FacePrint Global Solutions, Inc., a California corporation, to 21 individuals, comprising all of the shareholders of the California corporation. Such individuals had received their 24,070,000 shares in FacePrint, a California corporation, on its incorporation in January 2003, and exchanged shares on a one-for-one basis.

No underwriter was involved. The transaction by the Company and also the issuance of the founding shares of FacePrint (California) is exempt under section 4(2) of the Securities Act of 1933 as one not involving any public solicitation or public offering. All of the 21 purchasers of Company shares were already shareholders in a closely held corporation, and eight of the 21 shareholders were directors and officers or their spouses. All of the purchasers were required to sign letters regarding their investment qualifications.

(2) From September 2003 to October 4, 2003, FacePrint sold 503,000 Units at $.25 per Unit. Each Unit consisted of one share of common stock and a warrant to purchase one share at $.50 per share. The 503,000 Units were sold to 11 accredited investors resident in the United States. The exemption relied upon in the sales to the accredited investors was Section 4(6) of the Securities Act. All purchasers were required to sign subscription agreements regarding their status as accredited investors, as appropriate. Since all the U.S. purchasers were personal business associates of the officers and directors, no advertising or public solicitation was used by the issuer in connection with the offering. No underwriter was involved and no commissions were paid.

(3) From September 2003 to December 8, 2003, FacePrint sold 78,000 Units at $.25 per Unit to four Canadian residents, in reliance upon the exemption of Regulation S as offers and sales not involving any U.S. jurisdictional nexus. All purchasers were required to sign subscription agreements regarding their status as non-U.S. persons. No advertising was used by the issuer in connection with the offering. No underwriter was involved and no commissions were paid.

(4) During the fiscal year ended March 31, 2004, we issued 931,000 shares of stock to 21 purchasers in exchange for cash of $232,750. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(5) On May 17, 2004, we sold 40,000 shares of common stock to a private investor for $10,000, at a purchase price of $0.25 per share. We relied on Rule 505 promulgated under the Securities Act of 1933 in connection with the sale. We believe the investor to be accredited because we received written confirmation from the investor in a subscription agreement and we have no reason to doubt the validity of the subscription documents.

(6) On May 17, 2004, we issued 1,250,000 shares of common stock to Pierre Cote in connection with his employment agreement as compensation for his services as Vice-Chairman and CEO. The services were valued at $312,500 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(7) On May 17, 2004, we issued 500,000 shares of common stock to Seth Horn in connection with his employment agreement as compensation for his services as CFO. The services were valued at $125,000 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(8) On May 17, 2004, we issued 500,000 shares of common stock to Wayne Quick in connection with his employment agreement as compensation for his services as Board member and employee. The services were valued at $125,000 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(9) On May 17, 2004, we issued 150,000 shares of common stock to Kayla Keophounsouk in connection with her employment agreement as compensation for her services as employee to FGS. The services were valued at $37,500 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(10) On May 17, 2004, we issued 75,000 shares of common stock to Daniel Simmons in connection with his employment agreement as compensation for his services as employee to FGS. The services were valued at $18,750 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(11) On August 25, 2004, we issued 250,000 shares of common stock to Pierre Cote in connection with his employment agreement as compensation for his services as Vice-Chairman and CEO. The services were valued at $62,500 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(12) On August 25, 2004, we issued 500,000 shares of common stock to Nick Cornacchia in connection with his employment agreement as compensation for his services as an employee. The services were valued at $125,000 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(13) On August 25, 2004, we issued 50,000 shares of common stock to Kayla Keophounsouk in connection with her employment agreement as compensation for her services as an employee. The services were valued at $12,500 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(14) On August 25, 2004, we issued 35,000 shares of common stock to Sylvie Traub in connection with her employment agreement as compensation for her services as an employee. The services were valued at $8,750 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(15) On August 25, 2004, we issued 10,000 shares of common stock to Robert Rios in connection with his employment agreement as compensation for his services as a Director. The services were valued at $2,500 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(16) On August 25, 2004, we issued 10,000 shares of common stock to Lyne Aquin in connection with her employment agreement as compensation for her services as an employee. The services were valued at $2,500 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(17) On August 25, 2004, we issued 8,000 shares of common stock to Chris Smith as compensation for services rendered as a graphic artist in regards to the design of the Company’s playing cards with the faces of America's most wanted criminals. There was no consulting agreement involved, just an invoice for the work done. The services were valued at $2,000 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(18) On September 30, 2004, we issued 250,000 shares of common stock to Pierre Cote in connection with his employment agreement as compensation for his services as Chairman and CEO. The services were valued at $62,500 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(19) On September 30, 2004, we issued 30,000 shares of common stock to Robert Rios in connection with his employment agreement as compensation for his services as a Director. The services were valued at $7,500 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(20) On September 30, 2004, we issued 50,000 shares of common stock to Kayla Keophounsouk in connection with her employment agreement as compensation for her services as employee and Secretary. The services were valued at $12,500 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(21) On September 30, 2004, we issued 30,000 shares of common stock to Lyne Aquin in connection with her employment agreement as compensation for her services as employee. The services were valued at $7,500 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(22) On October 7, 2004, we sold 55,000 shares of common stock to a private investor for $13,750, a purchase price of $0.25 per share. We relied on Rule 505 promulgated under the Securities Act of 1933 in connection with the sale. We believe the investor to be accredited because we received written confirmation from the investor in our subscription agreement and we have no reason to doubt the validity of the subscription documents.

(23) On November 22, 2004, we sold 60,000 shares of common stock to a private investor for $15,000, a purchase price of $0.25 per share. We relied on Rule 505 promulgated under the Securities Act of 1933 in connection with the sale. We believe the investor to be accredited because we received written confirmation from the investor in our subscription agreement and we have no reason to doubt the validity of the subscription documents.

(24) On December 1, 2004, we issued 200,000 shares of common stock to Jean-Guy Boisjoli as compensation for consulting services rendered for the evaluation of a projected acquisition and as an investment of $12,750. The services were valued at $12,500 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(25) On December 1, 2004, we issued 50,000 shares of common stock to Gilles Gauthier in connection with an investment. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(26) On December 31, 2004, we sold 1,297,364 shares of common stock to Pierre Cote in exchange for the retirement of $648,682 in loans to the Company. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(27) On December 31, 2004, we sold 40,000 shares of common stock to Sylvie Traub in exchange for the retirement of $20,000 in loans to the Company. We relied on Rule 505 promulgated under the Securities Act of 1933 in connection with the sale. We believe the investor to be accredited because we received written confirmation from the investor in our subscription agreement and we have no reason to doubt the validity of the subscription documents.

(28) On December 31, 2004, we sold 50,000 shares of common stock to Piyada Cote in exchange for the retirement of $25,000 in loans to the Company. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(29) On January 6, 2005, we issued 250,000 shares of common stock to Pierre Cote in connection with his employment agreement as compensation for his services as Chairman and CEO. The services were valued at $62,500 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(30) On January 6, 2005, we issued 55,000 shares of common stock to Robert Rios in connection with his employment agreement as compensation for his services as a Director. The services were valued at $13,750 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(31) On January 6, 2005, we issued 50,000 shares of common stock to Kayla Keophounsouk in connection with her employment agreement as compensation for her services as employee and Secretary. The services were valued at $12,500 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(32) On January 6, 2005, we issued 30,000 shares of common stock to Lyne Aquin in connection with her employment agreement as compensation for her services as employee. The services were valued at $7,500 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(33) On January 6, 2005, we issued 200,000 shares of common stock to Gestion Academac, Inc. in compensation for services rendered as a consultant in 2004. Gestion Academac worked on a business plan, a marketing plan, a competitive analysis and prepared FacePrint and EZ-Match specifications and budget. The services were valued at $50,000 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(34) On January 6, 2005, we issued 200,000 shares of common stock to Jean Lajoie in connection with his employment agreement as compensation for his services as CFO. The services were valued at $50,000 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933. Those shares were returned to the treasury of the Company.

(35) On March 16, 2005, we issued 50,000 shares of common stock to Coffin Partners in connection with its consulting agreement. Coffin Partners prepared a public relations plan for the Company and advised the management on investor relations. The services were valued at $12,500 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(36) On March 16, 2005, we issued 50,000 shares of common stock to Frederic Serre in connection with his consulting agreement. Mr. Serre worked as VP of Communications for the Company and wrote press releases and communication documents. The services were valued at $12,500 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(37) On March 16, 2005, we issued 1,400,000 shares of common stock to Pierre Cote in connection with his employment agreement as compensation for his services as Chairman and CEO. The services were valued at $350,000 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(38) On March 16, 2005, we issued 500,000 shares of common stock to Kayla Keophounsouk in connection with her employment agreement as compensation for her services as employee and Secretary. The services were valued at $125,000 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(39) On March 16, 2005, we issued 100,000 shares of common stock to Lyne Aquin in connection with her employment agreement as compensation for her services as employee. The services were valued at $25,000 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(40) On March 31, 2005, we sold 50,000 shares of common stock to Daniel Traub in exchange for the retirement of $25,000 in loans to the Company. We relied on Rule 505 promulgated under the Securities Act of 1933 in connection with the sale. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(41) On April 21, 2005, we issued 9,105,000 shares of common stock to Pierre Cote, Kayla Keophounsouk, Lyne Aquin, Frederic Serre and Coffin Partners, LLC in connection with their employment agreement as compensation for their services as employee and consultant. The services were valued at $2,276,250 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(42) On April 28, 2005, we issued 4,050,000 shares of common stock to Pierre Cote, Kayla Keophounsouk, Lyne Aquin, in connection with their employment agreement as compensation for their services as employee. The services were valued at $1,012,500 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(43) On May 23, 2005, we issued 250,000 shares of common stock to Kayla Keophounsouk and Lyne Aquin, in connection with their employment agreement as compensation for their services as employee; and 500,000 shares of common stock to Piyada Cote as compensation for services rendered as a web specialist in regards to the design of the Company’s web site. The services were valued at $187,500 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(44) On July 11, 2005, we issued 810,000 shares of common stock to Pierre Cote, Kayla Keophounsouk, Lyne Aquin, and Frederic Serre, in connection with their employment agreement as compensation for their services as employee and consultant. The services were valued at $202,500 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(45) On August 22, 2005, we issued 500,000 shares of common stock to Jean Houle, in connection with exchange for services as a Director. The services were valued at $125,000 and paid in shares at a rate of $0.25 per share . These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(46) On August 26, 2005, we issued 1,000,000 shares of common stock to Wall Streets Inside Reporter Inc., controlled by Michael Elliott, in connection to his contract to provide investor relations. The services were valued at $250,000 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(47) On September 9, 2005, we issued 2,700,000 shares of common stock to Starcy Sayaseng, Lyne Aquin, and Sylvie Traub in connection with their employment agreement as compensation for their services as employee and consultant. The services were valued at $50,000 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(48) During the six months ended September 30, 2005, in connection with the issuance of $325,000 in convertible debentures, we issued 162,500 warrants to a single purchaser to purchase common stock and allocated proceeds received of approximately $.18 per share to the warrants. A corresponding discount was recorded for the convertible debentures. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(49) On October 10, 2005, we issued 7,750,000 shares of common stock to Gestion Academac, Inc. upon exercise of warrants for $7,750, or approximately, $.001 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(50) On October 17, 2005, we issued 405,000 shares of common stock to Pierre Cote, Kayla Keophounsouk, Lyne Aquin and Frederic Serre, in connection with their employment agreement as compensation for their services as employee and consultant. The services were valued at $101,250 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(51) On November 3, 2005, we issued 1,375,000 shares of common stock to Martin Longpre, Renaud Nadeau, Mario Carriere, upon exercise of warrants for $1375, or approximately, $.001 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(52) On November 9, 2005, we issued 384,615 shares of common stock to Stephen E. Saltzstein, in connection to the securities purchase agreement to purchase common stock for $50,000, or approximately $.13 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(53) On November 15, 2005, we issued 153,847 shares of common stock to Charles Allen, in connection to the securities purchase agreement to purchase common stock for $20,000, or approximately, $.13 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(54) In December 2005, in connection with the issuance of $30,000 in securities purchase agreement, we issued 300,000 shares of common stock, of approximately $.10 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(55) In January 2006, in connection with the issuance of $100,000 in convertible debentures, we issued 1,000,000 warrants to a single purchaser to purchase common stock and allocated proceeds received of approximately $.10 per share to the warrants. A corresponding discount was recorded for the convertible debentures. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933

(56) On January 10, 2006, we issued 405,000 shares of common stock to Pierre Cote, Kayla Keophounsouk, Lyne Aquin and Frederic Serre, in connection with their employment agreement as compensation for their services as employee and consultant. The services were valued at $101,250 and paid in shares at a rate of $0.25 per share. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933

(57) On February 22, 2006, we issued 1,187,500 shares of its common stock to Cornell Capital Partners, L.P. (“Cornell”) as a commitment fee in connection with the execution of a Standby Equity Distribution Agreement (the “Agreement”) with Cornell. We also issued 62,500 shares of its common stock to Newbridge Securities Corp.., which acted as placement agent in connection with the Agreement, and paid a $20,000 structuring fee to Yorkville Advisors, LLC, the investment manager for Cornell. We relied on the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended, and the regulations promulgated thereunder, because the shares of the Registrant’s common stock were issued to sophisticated entities in a private transaction.

(58) In February 2006, we signed a consulting agreement with Sussex Avenue Partners, LLC for consulting services. The agreement calls for us to issue 300,000 shares of restricted common stock. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(59) On May 1, 2006, we issued 440,000 shares of common stock, valued at $0.10 per share to Core Consulting Group in connection with his consultant agreement as compensation for his services for investor relations. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(60) On May 1, 2006, we issued 150,000 shares of common stock, valued at $0.25 per share to Lyne Aquin in connection with her mutual release. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(61) On May 1, 2006, we issued 10,000 shares of common stock, valued at $0.25 per share to Lois Gibson in connection with her agreement to sit on the Advisory Board. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(62) On May 1, 2006, we issued 10,000 shares of common stock, valued at $0.25 per share to Stanley Friedman in connection with his agreement to sit on the Advisory Board. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(63) On May 1, 2006, we issued 10,000 shares of common stock, valued at $0.25 per share to Michael Streed in connection with his agreement to sit on the Advisory Board. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(64) On May 1, 2006, we issued 500,000 shares of common stock, valued at $0.10 in connection to an Attorney-Client Fee Agreement as compensation for legal services. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(65) On June 6, 2006, we issued 5,000 shares of common stock, valued at $0.25 per share to Lois Gibson in connection with her agreement to sit on the Advisory Board. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(66) On June 6, 2006, we issued 5,000 shares of common stock, valued at $0.25 per share to Stanley Friedman in connection with his agreement to sit on the Advisory Board. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(67) On June 6, 2006, we issued 5,000 shares of common stock, valued at $0.25 per share to Michael Streed in connection with his agreement to sit on the Advisory Board. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(68) On June 6, 2006, we issue 20,000 shares of common stock, valued at $0.25 per share to Harvey Wallace in connection with his agreement to sit on the Advisory Board. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(69) On June 6, 2006, we issue 200,000 shares of common stock, valued at $0.10 per share to John R. Magill in connection with his Business Consulting Agreement as compensation for providing marketing and sales services for the period of 2 month. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(70) On June 6, 2006, we issue 25,000 shares of common stock, valued at $0.25 per share to Manivone Xayavong in connection with her employment letter as compensation for services. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

(71) On June 6, 2006, we issued 75,000 shares of common stock, valued at $0.25 per share to Frederic Serre in connection with his mutual release. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

We believe that each transaction where securities were issued to consultants in the twelve month period ended March 31, 2006 did not require registration under the Securities Act of 1933, because they did not involve any public offering and were therefore exempt transactions pursuant to Section 4(2) of the Securities Act of 1933. Our basis for this is the fact that the securities were offered and sold to a limited number of persons, in a limited number of offers, with a limited number of shares offered. In addition, as our consultants and employees, our management believes that each of the service providers were sophisticated and able to fend for themselves and obtain the information they needed to make the decision to accept stock in lieu of cash. This is based on the fact that the service providers had access to our officers and operations and were in a position that enabled them to command access to information that would otherwise be contained in a registration statement. An appropriate legend was placed on the common stock issued to each shareholder.

All the above securities issued pursuant to Rule 505 promulgated as part of Regulation D under section 4(2) of the Securities Act of 1933 were offered and sold to a select group of investors who at the time of investment represented themselves to us to be “accredited investors” as defined in Regulation D under the Securities Act of 1933, and knowledgeable and sophisticated investors. In addition, each investor was believed to have had such knowledge and experience in financial and business matters that such investor was capable of evaluating the merits and risks of their investment into us, and able at the time of investment to bear the economic risks of an investment in us. We believe the investors to be accredited because we received written confirmation from the investor in our subscription agreements and we have no reason to doubt the validity of the subscription documents. An appropriate legend was placed on the common stock issued to each shareholder.

Item 6. Management Discussion And Analysis Or Plan Of Operation

Results of Operations - Fiscal years Ended March 31, 2006 and March 31, 2005

Sales. Total sales were $253 in fiscal 2006 compared to $13,412 in fiscal 2005, a decrease of $13,159, or 98%. The decrease in sales was attributable to the fact that since the license with Fox television had expired, the Company stopped selling America's Most Wanted playing cards in the first quarter of fiscal 2005.

Cost of Goods Sold. Cost of goods sold was $0 in fiscal 2006, compared to cost of goods sold of $11,856 in fiscal 2005, which represented 88,4% of sales. The decrease in cost of goods sold in 2006, and the increase in cost of goods sold as a percentage of sales, is primarily due to termination of sales of the America's Most Wanted playing cards in the first quarter of fiscal 2005.

Operating Costs. Operating costs were $9,390,380 in fiscal 2006, compared to $6,886,010 in fiscal 2005, a 36% increase. 92% of this increase of $2,504,370 is directly attributable to increases of $938,500 in our payroll and increases of $1,367,971 in expenditures to outside consultants. 43% of the operating costs are attributable to compensation to employees paid in shares and warrants valued at $4,033,600. Another 43% of the operating costs are attributed to compensation to consultants paid in shares and warrants valued at $4,018,721.

Operating (Loss)/Profit. Operating loss for fiscal 2006 was ($9,390,127) compared to operating loss of ($6,884,454) in fiscal 2005, an increase of 36%. 92% of this increase of $2,504,370 is directly attributable to increases of $938,500 in our payroll and increases of $1,367,971 in expenditures to outside consultants.

Other Income (Expense). Other income and (expense) was ($47,665) in fiscal 2006 compared to ($128,092) in fiscal 2005. The decrease is due to decreased interest expense.

Net (Loss)/Earnings. We reported a net loss of ($9,504,635) for fiscal 2006 compared to a net loss of ($7,012,546) for fiscal 2005. The increase in loss is attributable primarily to the factors outlined above that contributed to our increased operating costs.

For fiscal year 2006:

Our principal source of operating capital has been provided by private sales of our common stock and convertible notes, stockholder loans, and stock issued for services, as well as some revenues from our operations.

We issued 46,569,346 shares of common stock for services valued at $11,642,336, or approximately $.25 per share. We issued 5,625,000 warrants to purchase common stock for services valued at $1,361,761, or approximately $.24 per share. We also issued 1,075,555 warrants to purchase common stock for reduction of accrued debt valued at $143,000 and for services of $72,194, or approximately $.20 per share.

88% of the reported fiscal 2006 Operating Costs/Losses ($9,504,635) are attributed to compensations to employees ($4,033,600 - 44%) and consultants ($4,018,721 -44%). The following chart details warrants and shares issued as compensation to employees and consultants in accordance with their contracts, as well as the corresponding value of the compensation.

Employees	Shares		Warrants		Value

CEO		12,500,000		661,880	$	3,252,081
Corporative Secretary		3,300,000		-	$	825,000
Webmaster & Graphic Artist		1,530,000		-	$	382,500
CFO		-		250,000	$	67,450
Analyst/Programmer		115,621		450,000	$	115,843
Project Manager		-		115,000	$	23,813
Sub-total		17,445,621		1,476,880	$	4,666,687
Consultants
Marketing		1,200,000		-	$	300,000
COO		-		913,675	$	185,563
Technology Manager		-		3,250,000	$	857,750
Business Development		-		250,000	$	48,350
Communications		150,000		-	$	37,500
V.P. R&D		54,264		1,375,000	$	280,651
Director		500,000		-	$	125,000
Office Management		1,200,000		-	$	300,000
IR		1,050,000		-	$	262,500
Sub-total		4,154,264		5,788,675	$	2,397,314
*Total*		*21,599,885*		*7,265,555*	$	*7,064,001*

The key services provided were accounting, financial management, security filings, business development, high technology solutions management for government and industry, expertise in biometrics smartcard applications and technologies, software development, research and development, investors relations, marketing, wireless communications, identification, imaging, security and law enforcement. We believe that the contracting with these new employees and consultants has strengthened our development and management team.

We had these employees and consultants signed three (3) years commitment to participate in the structuring and organization of our business operations and as such compensate them with the appropriate incentive.

In connection with the issuance of $335,750 in convertible debentures, we issued 167,875 warrants to purchase common stock and allocated proceeds received of approximately $.16 per share to the warrants. A corresponding discount of $27,334 was recorded for the convertible debentures.

We transferred 100,000 shares of its treasury stock for reduction of debt valued at $5,810 and for services of $14,190, or approximately $.20 per share.

We issued 1,000,000 shares of common stock in exchange for $100,000 of advance from related parties, valued at approximately $.10 per share.

We issued 250,000 warrants in exchange for $50,000 of advance from related parties, valued at approximately $.20 per share.

During the year ended March 31, 2006, one of our officers forgave accrued payroll totaling $60,000. Due to the related party nature of the debt forgiveness, we recorded the forgiveness as a capital contribution.

For fiscal year 2005:

During fiscal year 2005, management and board decided to engage the Company into facial recognition and facial imagery, fields in which the management and directors have been very successful in the past. To achieve its goals, the management had to identify and contract key personnel and outside consultants who posses certain intellectual knowledge and business experience necessary to execute the business plan. The Company recruited 3 new employees (CFO, webmaster and graphic artist) and 5 new full-time consultants (Security filings, Sales & Support Manager, COO, Technology Manager and Business Development).

Our principal source of operating capital has been provided convertible notes, stockholder loans, and stock and warrants issued for services. We have issued securities in payment of services to reduce our obligations and to avoid using our cash resources. In the year ended March 31, 2005 the Company issued a total of 5,583,000 shares of common stock for services valued at $1,395,749. The Company also issued 14,500,000 warrants to purchase common stock for services rendered. The warrants were recorded at $4,347,100 or approximately $.30 per share. The Company issued 1,881,113 warrants to purchase common stock for reduction of accrued debt of $282,167 and for services of $108,540 or approximately $.21 per share.

The significant increase in payroll and consultant related expenditures was the result of management identifying and contracting key personnel and outside consultants who posses certain intellectual knowledge and business experience necessary to accomplish our business plan. 84% of Fiscal 2005 Operating Costs/Losses ($6,886,010) are attributed to compensations to employees ($3,095,000 - 45%), consultants ($2,650,750 -39%). The following chart details warrants and shares issued as compensation to employees and consultants in accordance with their contracts, as well as the corresponding audited value of the compensation.

Employees	Shares		Warrants		Value
CEO		3,400,000		1,881,113	$	1,240,707
Corporative Secretary		800,000		-	$	200,000
Webmaster		170,000		-	$	42,500
Graphic Artist		75,000		-	$	18,750
New CFO		-		7,250,000	$	2,173,550
Marketing		35,000		-	$	8,750
Sub-total		4,480,000		9,131,113	$	3,684,257
Consultants
Security Filings		500,000		-	$	125,000
Sales & Support Manager		500,000		-	$	125,000
New COO		-		7,250,000	$	2,173,550
Technology Manager		-		-	$	-
Business Development		200,000		-	$	50,000
Communications		50,000		-	$	12,500
Director		95,000		-	$	23,750
Graphic		8,000		-	$	2,000
IR		50,000		-	$	12,500
Sub-total		1,403,000		7,250,000	$	2,524,300
*Total*		*5,883,000*		*16,381,113*	$	*6,208,557*

The key services provided were accounting, financial management, security filings, business development, high technology solutions management for government and industry, expertise in wireless communications, identification, imaging, security and law enforcement. Management believes that the contracting with these new employees and consultants has strengthened our development and management team.

The Company had these employees and consultants signed three (3) years commitment to participate in the structuring and organization of the business operations of the Company and as such compensate them with the appropriate incentive.

During the year ended March 31, 2005, the Company converted $718,682 of related party notes payable into common stock at $.50 per share. As a result of this conversion, 1,437,364 shares of common stock were issued. In connection with the issuance of $718,682 in convertible debentures, the Company issued 521,841 warrants to purchase common stock and allocated proceeds received of approximately $.15 per share to the warrants. In connection with the issuance of $35,000 in convertible debentures, the Company issued 17,500 warrants to purchase common stock and allocated proceeds received of approximately $.25 per share to the warrants. A corresponding discount was recorded for the convertible debentures. The Company issued 115,000 shares of common stock and warrants to purchase 115,000 shares of common stock for subscriptions receivable in the amount of $28,750 or approximately $.127 per share and $.123 per warrant.

Cash requirements, Liquidity and Capital Resources

Until we receive funding from outside sources, our operations will be severely limited by the financial resources that can be provided by officers' loans and sales of common stock. At March 31, 2006, we had negative cash on hand, a bank overdraft of $733 and a negative working capital position of approximately $1,649,544, of which $174,279 was in the form of shareholder loans and $69,000 is unpaid compensation due to employees.

We will require an additional $ 3 million in cash over the next twelve months to effect our business plan. We expect to obtain this cash from the proceeds of one or more private or public offerings. The following sets forth the approximately amounts needed for each category of expenses:

Software development		1,200,000
Marketing, advertising and promotion		1,000,000
General and administrative expenses		800,000
Total	$	3,000,000

We do not have any agreements or understanding with respect to sources of capital. We have not identified any potential sources other than our $10 million Standby Equity Distribution Agreement with Cornell Capital Partners, LP which we currently cannot draw down from. It’s likely that we will not be able to raise the entire amount required initially, in which case our development time will be extended until such time that the full amount can be obtained. Even if we are successful in obtaining the required funding, we probably will need to raise additional funds at the end of 12 months.

Going Concern

Our consolidated financial statements have been prepared assuming we will continue as a going concern. Since inception we have experienced recurring losses from operations, which losses have caused our accumulated deficit of ($17,741,911) as of March 31, 2006. We have incurred significant losses in the amount ($7,012,546) for the year ended March 31, 2005 and ($9,504,635) for the year ended March 31, 2006 and have a stockholders’ deficit ($1,995,784) as of March 31, 2006. Further, we have current liabilities in excess of current assets in the amount ($1,649,544) as of March 31, 2006. These factors, among others, raise substantial doubt about our ability to continue as a going concern. In this regard, we are proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of their common stock. There is no assurance that we will be successful in raising this additional capital or in achieving profitable operations. If we are unable to generate profits and unable to continue to obtain financing to meet our working capital requirements, we may have to curtail our business sharply or cease operations altogether. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis, to retain our current financing, to obtain additional financing, and, ultimately, to attain profitability. Should any of these events not occur, the accompanying financial statements will be adversely effected and we may have to cease operations.

Recently Enacted Accounting Standards - Statement of Financial Accounting Standards (“SFAS”) No. 151, “Inventory Costs - an amendment of ARB No. 43, Chapter 4”, SFAS No. 152, “Accounting for Real Estate Time-Sharing Transactions - an amendment of FASB Statements No. 66 and 67”, SFAS No. 153, “Exchanges of Nonmonetary Assets - an amendment of APB Opinion No. 29”, SFAS No. 123 (revised 2004), “Share-Based Payment”, SFAS No. 154, “Accounting Changes and Error Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3”, SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments - an amendment of FASB Statements No. 133 and 140”, and SFAS No. 156, “Accounting for the Servicing of Financial Assets,” were recently issued. SFAS No. 151, 152, 153, 123 (revised 2004), 154, 155 and 156 have no current applicability to the Company or their effect on the financial statements would not have been significant.

Risk Factors and Cautionary Statements

Risks Relating to Our Early Stage of Development

FacePrint has a limited operating history on which potential investors may evaluate the company’s operations and prospects for profitable operations. If we are unable to begin and sustain profitable operations, investors may lose their entire investment in us. We are in the early growth stage, and our prospects must be considered speculative in light of the risks, expenses and difficulties frequently encountered by companies in their early stages of growth, particularly in light of the uncertainties relating to the new, competitive and rapidly evolving markets in which we anticipate we will operate. To attempt to address these risks, we must, among other things, locate and acquire various businesses which would be able to work together to strengthen their positions in the market. A substantial risk is involved in investing in us because, as an early growth stage company,

we have fewer resources than an established company;

our management may be more likely to make mistakes at such an early stage; and

We may be more vulnerable operationally and financially to any mistakes that may be made, as well as to external factors beyond our control.

These difficulties would be compounded in the event that we acquire a business with a heavy dependence on emerging and sometimes unproven technologies. In addition, some of our significant potential revenue sources may involve ethically sensitive and controversial issues which could become the subject of legislation or regulations that could materially restrict our operations and, therefore, harm our financial condition, operating results and prospects for bringing our investors a return on their investment.

We have a history of operating losses, and we cannot assure you that we will achieve future revenues or operating profits. We have generated little revenue to date from our limited operations. Historically, we have had net operating losses since our inception. Our cumulative losses since inception are approximately ($18,000,000) as of March 31, 2006. Our net working capital deficit is approximately ($1,649,544) as of March 31, 2006. In the quarter ended March 31, 2006, we had revenues of $253. There can be no assurance that FacePrint will be able to develop and market its facial recognition and facial recognition related products, or its other products will achieve a significant level of sales or attain profitability.

Our management determined that a material weakness related to our internal controls and procedures existed. As part of the March 31, 2006 audit, our management determined that there were certain material weaknesses in internal controls and procedures related to the financial reporting process at March 31, 2006. Management believes that it has taken sufficient steps necessary to correct its internal control and procedures related to the financial reporting process including retaining an external expert to review all significant account balances and transactions reflected in the financial statements contained in this report and otherwise analyzed the transactions underlying our financial statements to verify the accuracy of the financial statements contained in this report.

Face Print may need to raise additional capital or debt financing to sustain operations. Unless Face Print can become profitable with the existing sources of funds Face Print has available or the Company’s operations generate sufficient cash flows to enable the Company to generate a profit on a sustained basis, Face Print will require additional capital to sustain operations and Face Print may need access to additional capital or additional debt financing to grow its operations. In addition, to the extent that Face Print has a working capital deficit and cannot offset the deficit from profitable sales, Face Print may have to raise capital to repay the deficit and provide more working capital to permit growth in revenues. Face Print cannot assure that financing, whether from external sources or related parties, will be available if needed or on favorable terms. Face Print’s potential inability to obtain adequate financing, if necessary, will result in the need to reduce the pace of business operations. Any of these events could be materially harmful to the Company’s business and may result in a lower stock price and could cause Face Print to cease operations altogether.

Face Print’s existing and new products, services and technologies may never be profitable. The Company previously invested resources in the development of EZ-FACE and its suite of products, which should have a broad market application in the security sector. Additional funds are required to complete the development of the products. Our management has made the decision to invest a major portion of the proceeds from the Equity Distribution Agreement in the development of the products. Substantial revenues from these products, services and technologies may not be achieved for a number of years, if at all. Moreover, these products and services may never be profitable.

Face Print needs to establish and maintain strategic and licensing relationships. Face Print’s success will depend in part upon its ability to establish and maintain strategic and licensing relationships with companies in its markets as well as in related business fields. Face Print believes that these relationships are needed to allow Face Print access to manufacturing, sales and distribution resources. However, the amount and timing of resources to be devoted to these activities by other companies are not within Face Print's control. There can be no assurance that Face Print will be able to maintain its existing relationships or enter into beneficial relationships in the future, that other parties will perform their obligations as expected or that Face Print's reliance on others will not result in unforeseen problems. There can be no assurance that Face Print's current and potential future strategic partners and licensees will not develop or pursue alternative technologies either on their own or in collaboration with others, including with Face Print's competitors. The failure of any of Face Print's current or future collaboration efforts could have a material adverse effect on Face Print's ability to sell existing products or to introduce new products or applications and therefore could have a material adverse effect on Face Print's business, financial condition and results of operations.

Risks Relating to FacePrint’s Common Stock

The sale or issuance of a substantial number of shares may adversely affect the market price for FacePrint common stock. Sale of a substantial number of shares of our common stock in the public market, or the perception that such sales could occur, could significantly and negatively affect the market price for our common stock. We expect that we will likely issue a substantial number of shares of our capital stock in financing transactions under the Standby Equity Distribution Agreement we entered into with Cornell Capital Partners, LP, when effective, in order to fund our operations and the growth of our business. We may also continue to pay for certain goods and services with equity, which would dilute your interest in the Company. Also, sales of the shares issued in this manner could negatively affect the market price of our stock.

Sales of our shares of common stock under the Standby Equity Distribution Agreement, when effective, could result in significant dilution to the existing shareholders. The issuance of shares of our common stock under the Standby Equity Distribution Agreement, when effective, will dilute our existing stockholders and the issuance or even potential issuance of such shares could have a negative effect on the market price of our common stock. As a result, our net income per share could decrease in future periods, and the market price of our common stock could decline. In addition, the lower our stock price, the more shares of common stock we will have to issue under the Standby Equity Distribution Agreement to draw-down the full amount. If our stock price is lower, then our existing stockholders would experience greater dilution.

We do not intend to pay cash dividends on our common stock in the foreseeable future. Any payment of cash dividends will depend upon our financial condition, results of operations, capital requirements and other factors and will be at the discretion of the Board of Directors. We do not anticipate paying cash dividends on our common stock in the foreseeable future. Furthermore, we may incur additional indebtedness that may severely restrict or prohibit the payment of dividends.

Sales of our stock under the Standby Equity Distribution Agreement, when effective, could encourage short sales by third parties which could contribute to the future decline of our stock price. In many circumstances, the provisions of a Standby Equity Distribution Agreement have the potential to cause significant downward pressure on the price of our common stock. This is especially true if the shares being placed into the market exceed the market’s ability to buy the increased stock. Such an event could place further downward pressure on the price of our common stock. We may request numerous draw-downs pursuant to the terms of the Standby Equity Distribution Agreement. Even if we use the Standby Equity Distribution Agreement to invest in assets that are materially beneficial to us, the opportunity exists for short sellers and others to contribute to the future decline of our stock price. If there are significant short sales of stock, the price decline that would result from this activity in turn may cause long holders of the stock to sell their shares thereby contributing to sales of stock in the market. If there is an imbalance on the sell side of the market for our common stock, the price will decline.

We may not be able to make a draw-down under the equity distribution agreement if Cornell Capital Partners holds more than 9.9% of our common stock. Pursuant to our agreement with Cornell Capital Partners, in the event Cornell Capital Partners holds more than 9.9% of our then-outstanding common stock, we will be unable to make a draw-down under the Standby Equity Distribution Agreement. A possibility exists that Cornell Capital Partners may own more than 9.9% of our outstanding common stock at a time when we would otherwise plan to make a draw-down under the Standby Equity Distribution Agreement. In that event, if we are unable to obtain additional external funding, we could be forced to curtail or cease our operations.

Ours common stock may be affected by limited trading volume and may fluctuate significantly, which may affect the Company’s shareholders' ability to sell shares of their common stock. Prior to the date of this prospectus, there has been a limited public market for Face Print’s common stock and there can be no assurance that a more active trading market for the Company’s common stock will develop. An absence of an active trading market could adversely affect Face Print’s shareholders' ability to sell the Company’s common stock in short time periods, or possibly at all. Face Print’s common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations, which could adversely affect the market price of the Company’s common stock without regard to its operating performance. In addition, Face Print believes that factors such as quarterly fluctuations in its financial results and changes in the overall economy or the condition of the financial markets could cause the price of Face Print’s common stock to fluctuate substantially. These fluctuations may also cause short sellers to enter the market from time to time in the belief that Face Print will have poor results in the future. Face Print cannot predict the actions of market participants and, therefore, can offer no assurances that the market for the Company’s stock will be stable or appreciate over time. The market factors may negatively impact on Face Print’s shareholders' ability to sell shares of the Company's common stock .

Our common stock is deemed to be "penny stock," which may make it more difficult for investors to sell their shares due to suitability requirements. Face Print’s common stock is deemed to be "penny stock" as that term is defined in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934. This classification may reduce the potential market for Face Print’s common stock by reducing the number of potential investors. This may make it more difficult for investors in Face Print’s common stock to sell shares to third parties or to otherwise dispose of them. This could cause Face Print’s stock price to decline. Penny stocks are stocks:

·	With a price of less than $5.00 per share;

·	That are not traded on a "recognized" national exchange;

·	Whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ listed stock must still have a price of not less than $5.00 per share); or

·	In issuers with net tangible assets less than $2.0 million (if the issuer has been in continuous operation for at least three years) or $10.0 million (if in continuous operation for less than three years), or with average revenues of less than $6.0 million for the last three years.

Broker/dealers dealing in penny stocks are required to provide potential investors with a document disclosing the risks of penny stocks. Moreover, broker/dealers are required to determine whether an investment in a penny stock is a suitable investment for a prospective investor.

Cornell Capital Partners will pay less than the then-prevailing market price of Face Print’s common stock under the equity distribution agreement. Cornell Capital Partners will retain 9% from each advance under the Equity Distribution Agreement. These discounted sales could cause the price of Face Print’s common stock to decline.

Cornell Capital Partners may sell Face Print’s shares of common stock prior to the date the stock is delivered to it. Cornell Capital Partners is deemed to beneficially own the shares of common stock corresponding to a particular advance on the date that Face Print delivers an advance notice to Cornell, which is prior to the date the stock is delivered to Cornell. Cornell may sell such shares any time after Face Print delivers an advance notice. Accordingly, Cornell may sell such shares during the pricing period. Such sales may cause Face Print’s stock price to decline.

Our insurance policies may be inadequate and potentially expose us to unrecoverable risks. We will have limited director and officer insurance and commercial insurance policies. Any significant insurance claims would have a material adverse effect on our business, financial condition and results of operations. Insurance availability, coverage terms and pricing continue to vary with market conditions. We endeavor to obtain appropriate insurance coverage for insurable risks that we identify, however, we may fail to correctly anticipate or quantify insurable risks, we may not be able to obtain appropriate insurance coverage, and insurers may not respond as we intend to cover insurable events that may occur. We have observed rapidly changing conditions in the insurance markets relating to nearly all areas of traditional corporate insurance. Such conditions have resulted in higher premium costs, higher policy deductibles, and lower coverage limits. For some risks, we may not have or maintain insurance coverage because of cost or availability.

Risks Relating to Government Regulation

We may not be able to adequately protect against piracy of intellectual property in foreign jurisdictions. Considerable research in the areas similar to those of the Company is being performed in countries outside of the United States, and a number of our competitors are located in those countries. The laws protecting intellectual property in some of those countries may not provide protection for our trade secrets and intellectual property adequate to prevent our competitors from misappropriating our trade secrets or intellectual property. If our trade secrets or intellectual property are misappropriated in those countries, we may be without adequate remedies to address the issue.

Risks Relating to Competition

We may not be able to outperform our competitors in quality of software or service. There are a number of facial recognition and composite software developers. However, their products are based on a set of biometric algorithms that were developed in the late 1980's and 1990's. Our products will be based on new biometric algorithms we have developed. The software industry is intensely competitive and subject to rapid technological change. There are several major competitors in the facial manipulation and recognition software market: Compu-Sketch, Facette - Face Design Systems, FacePro-Faurot, Suspect ID- Imageware, Identikit.net - Smith and Wesson, EFIT- Aspley Ltd. and FACES-IQ.

General Risks Relating to Our Business

We may be subject to litigation that will be costly to defend or pursue and uncertain in its outcome. Our business may bring us into conflict with our licensees, licensors, or others with whom we have contractual or other business relationships, or with our competitors or others whose interests differ from ours. If we are unable to resolve those conflicts on terms that are satisfactory to all parties, we may become involved in litigation brought by or against us. That litigation is likely to be expensive and may require a significant amount of management’s time and attention, at the expense of other aspects of our business. The outcome of litigation is always uncertain, and in some cases could include judgments against us that require us to pay damages, enjoin us from certain activities, or otherwise affect our legal or contractual rights, which could have a significant adverse effect on our business.

We depend on key personnel for our continued operations and future success, and a loss of certain key personnel could significantly hinder our ability to move forward with our business plan. Because of the specialized nature of our business, we are highly dependent on our ability to identify, hire, train and retain highly qualified personnel for the research and development activities we conduct or sponsor. The loss of one or more certain key executive officers, or technical officers, would be significantly detrimental to us. In addition, recruiting and retaining qualified personnel to perform research and development work is critical to our success. Our anticipated growth and expansion into areas and activities requiring additional expertise, such as testing, regulatory compliance, manufacturing and marketing, will require the addition of new management personnel and the development of additional expertise by existing management personnel. There is intense competition for qualified personnel in the areas of our present and planned activities, and there can be no assurance that we will be able to continue to attract and retain the qualified personnel necessary for the development of our business. The failure to attract and retain such personnel or to develop such expertise would adversely affect our business.

We have no product liability insurance, which may leave us vulnerable to future claims we will be unable to satisfy. The testing, manufacturing, marketing and sale of software and other products entail an inherent risk of product liability claims, and we cannot assure you that substantial product liability claims will not be asserted against us. We have no product liability insurance. If we are forced to spend significant funds on defending product liability actions, and if those funds come from operating capital, we will be required to reduce our business activities, which could lead to significant losses.

We cannot assure you that adequate insurance coverage will be available in the future on acceptable terms, if at all, or that, if available, we will be able to maintain any such insurance at sufficient levels of coverage or that any such insurance will provide adequate protection against potential liabilities. Whether or not a product liability insurance policy is obtained or maintained in the future, any product liability claim could harm our business or financial condition.

We face risks related to compliance with corporate governance laws and financial reporting standards. The Sarbanes-Oxley Act of 2002, as well as related new rules and regulations implemented by the Securities and Exchange Commission and the Public Company Accounting Oversight Board, required changes in the corporate governance practices and financial reporting standards for public companies. These new laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002 relating to internal control over financial reporting (“Section 404”), have materially increased our legal and financial compliance costs and made some activities more time-consuming and more burdensome. Section 404 of the Sarbanes-Oxley Act of 2002 requires that our management assess our internal control over financial reporting annually and include a report on its assessment in our annual report. There exist material weaknesses and deficiencies at this time in the Company’s internal controls. These weaknesses and deficiencies could have a material adverse effect on our business and operations.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including the sections titled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” contains forward-looking statements. Forward-looking statements convey our current expectations or forecasts of future events. All statements contained in this prospectus other than statements of historical fact are forward-looking statements. Forward-looking statements include statements regarding our future financial position, business strategy, budgets, projected costs, plans and objectives of management for future operations. The words “may,” “continue,” “estimate,” “intend,” “plan,” “will,” “believe,” “project,” “expect,” “could,” “would,” “anticipate” and similar expressions may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. These forward-looking statements include, among other things, statements about:

our ability to hire and retain the employees necessary to staff our development programs;

our use of the net proceeds from the sale of common stock under the Standby Equity Distribution Agreement; and

our estimates of future performance.

Any or all of our forward-looking statements in this prospectus may turn out to be inaccurate. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. They may be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties, including the risks, uncertainties and assumptions described in “Risk Factors.” In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur as contemplated, and actual results could differ materially from those anticipated or implied by the forward-looking statements.

Item 7. Financial Statements

FACE PRINT GLOBAL SOLUTIONS, INC.

AND SUBSIDIARY

CONSOLIDATED

FINANCIAL STATEMENTS

March 31, 2006

F-1

FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY

CONTENTS

		PAGE

—	Consolidated Balance Sheets,
	March 31, 2006	F - 4 - F - 5

—	Consolidated Statements of
	Operations, for the years ended
	March 31, 2006 and 2005	F - 6 - F - 7

—	Consolidated Statements of
	Stockholders’ Equity (Deficit), for the years ended
	March 31, 2006 and 2005	F - 8 - F - 9

—	Consolidated Statements of
	Cash Flows, for the years ended March 31, 2006
	and 2005	F - 10 - F -12

—	Notes to Consolidated
	Financial Statements	F - 13 - F -28

F-2

REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

Board of Directors

FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY

Fresno, California

We have audited the accompanying consolidated balance sheet of Face Print Global Solutions, Inc. and Subsidiary as of March 31, 2006, and the related consolidated statements of operations, stockholders' equity (deficit) and cash flows for the years ended March 31, 2006 and 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Face Print Global Solutions, Inc. and Subsidiary as of March 31, 2006, and the results of their operations and their cash flows for the years ended March 31, 2006 and 2005, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 9 to the financial statements, the Company has not yet been successful in establishing profitable operations. Further, the Company has current liabilities in excess of current assets. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Management’s plans in regards to these matters are also described in Note 9. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

PRITCHETT, SILER & HARDY, P.C.

June 18, 2006

Salt Lake City, Utah

F-3

FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

March 31, 2006

	2006

ASSETS

CURRENT ASSETS:
Cash	$	906
Accounts receivable		-

Total Current Assets		906

PROPERTY AND EQUIPMENT, net		8,040

Total Assets	$	8,946

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES:
Bank overdraft	$	733
Accounts payable		153,167
Accrued expenses		1,184,185
Advance from related party		174,279
Accrued payroll		69,000
Accrued interest		69,086
Total Current Liabilities		1,650,450

CONVERTIBLE NOTES PAYABLE - related party
(net of discount of $16,470)		354,280
Total Liabilities		2,004,730

[ Continued ]

The accompanying notes are an integral part of these consolidated financial statements.

F-4

FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

March 31, 2006

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) (Continued)

	2006

STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, no par value, unlimited
number of shares authorized 75,654,711
shares issued and outstanding		9,025,014
Additional paid in capital		6,794,713
Retained earnings (deficit)		(17,741,911	)

		(1,922,184	)

Less: Treasury stock		(44,850	)
Less: Stock subscription receivable		(28,750	)

Total Stockholders' Equity (Deficit)		(1,995,784	)

	$	8,946

The accompanying notes are an integral part of these consolidated financial statements.

F-5

FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

For The Years Ended March 31,

	2006			2005

REVENUE	$	253		$	13,412

COST OF GOODS SOLD		—			11,856
GROSS PROFIT (LOSS)		253			1,556

EXPENSES:
Selling		14,125			36,561
General and administrative		9,376,255			6,849,449

Total Expenses		9,390,380			6,886,010
LOSS BEFORE OTHER
INCOME (EXPENSE)		(9,390,127	)		(6,884,454	)

OTHER INCOME (EXPENSE):
Interest expense		(47,665	)		(128,092	)


LOSS BEFORE INCOME TAXES		(9,437,792	)		(7,012,546	)

CURRENT TAX EXPENSE		—			—

DEFERRED TAX EXPENSE		—			—

LOSS FROM CONTINUING OPERATIONS		(9,437,792	)		(7,012,546	)

[ Continued ]

The accompanying notes are an integral part of these consolidated financial statements.

F-6

FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

[ Continued ]

	2006			2005

DISCONTINUED OPERATIONS:
Loss from operations of discontinued
business (net of $0 in income taxes)		(66,428	)		—
Gain (loss) on disposal of discontinued
operations (net of $0 in income taxes)		(415	)		—

LOSS FROM DISCONTINUED
OPERATIONS		(66,843	)		—

NET LOSS	$	(9,504,635	)	$	(7,012,546	)

LOSS PER COMMON SHARE
Continuing operations	$	(.13	)	$	(.18	)
Operations of discontinued business		(.00	)		—
Gain (loss) on disposal of discontinued
operations		(.00	)		—

Net Loss Per Common Share	$	(.13	)	$	(.18	)

The accompanying notes are an integral part of these consolidated financial statements.

F-7

FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

For the Years Ended March 31, 2006 and 2005

	Common Stock						Deficit Accumulated During the Development			Subscription			Treasury			Additional Paid In
	Shares			Amount			Stage			Receivable			Stock			Capital		Total

BALANCE, March 31, 2004		35,251,000		$	671,724		$	(1,224,730	)	$	—		$	—		$	114,387	$	(438,619	)

Cancellation of common stock valued at $.01 per share		(3,100,000	)		—			—			—			—			—		—

Common Stock issued for cash valued at $.25 per share		40,000			5,085			—			—			—			4,915		10,000

Common Stock issued for debt valued at $.50 per share		1,437,364			718,682			—			—			—			—		718,682

Common Stock issued for services valued at $.25 per share		5,583,000			1,395,750			—			—			—			—		1,395,750

Common stock issued for subscription receivable valued
at $.25 per share		115,000			14,621			—			(28,750	)		—			14,129		—

Warrants issued to CEO for debt and services valued at $.21 per share		—			—			—			—			—			390,707		390,707

Warrants issued for services valued at $.30 per share		—			—			—			—			—			4,347,100		4,347,100

Warrants issued with debt valued at $.15 per share		—			—			—			—			—			81,014		81,014

Warrants issued for debt valued at $.25 per share		—			—			—			—			—			3,913		3,913

Net loss for the period ended March 31, 2005		—			—			(7,012,546	)		—			—			—		(7,012,546	)

BALANCE, March 31, 2005		39,326,364		$	2,805,862		$	(8,237,276	)	$	(28,750	)	$	—		$	4,956,165	$	(503,999	)

Treasury stock purchases valued at $.10 per share		—		$	—		$	—		$	—		$	(41,100	)	$	—	$	(41,100	)

Treasury stock purchased valued at $.15 per share		—			—			—			—			(3,750	)		—		(3,750	)

Treasury stock purchased valued at $.20 per share		—			—			—			—			(20,000	)		—		(20,000	)

Treasury stock issued for services valued at $.20 per share		—			—			—			—			20,000			—		20,000

Cancellation of common stock valued at $.25 per share		(22,834,461	)		(5,708,615	)		—			—			—			—		(5,708,615	)

Common stock issued for services valued at $.12 per share		200,000			24,000			—			—			—			—		24,000

Common stock issued for services valued at $.25 per share		46,569,346			11,642,336			—			—			—			—		11,642,336

Common stock issued for warrants exercised at
$.001 per share		9,815,000			9,815			—			—			—			—		9,815

Common stock issued for services valued at $.10 per share		1,000,000			100,000			—			—			—			—		100,000

Common stock and warrants issued for cash valued
at approximately $.10 per share of common stock and
$.16 per warrant		538,462			56,374			—			—			—			13,626		70,000

The accompanying notes are an integral part of these consolidated financial statements.

F-8

FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

For the Years Ended March 31, 2006 and 2005

	Common Stock				Deficit Accumulated During the Development			Subscription			Treasury			Additional Paid In
	Shares		Amount		Stage			Receivable			Stock			Capital		Total

Common stock and warrants issued for cash valued
at approximately $.07 per share of common stock and $.12 per warrant		300,000	$	21,242	$	—		$	—		$	—		$	8,758	$	30,000

Common stock issued for warrants valued at $.10 per share		740,000		74,000		—			—			—			—		74,000

Warrants issued with debt valued at $.18 per share		—		—		—			—			—			26,191		26,191

Warrants issued for services valued at $.20 per share		—		—		—			—			—			63,936		63,936

Warrants issued for services valued at $.27 per share		—		—		—			—			—			1,011,750		1,011,750

Warrants issued for services valued at $.12 per share		—		—		—			—			—			29,250		29,250

Warrants issued for debt and services valued
at $.21 per share		—		—		—			—			—			176,226		176,226

Warrants issued for debt valued at $.24 per share		—		—		—			—			—			1,063		1,063

Warrants issued for debt valued at $.20 per share		—		—		—			—			—			50,000		50,000

Warrants issued for services valued at $.14 per share		—		—		—			—			—			30,000		30,000

Warrants issued for services valued at $.215 per share		—		—		—			—			—			226,825		226,825

Warrants issued with debt valued at $.21 per share		—		—		—			—			—			80		80

Warrants issued for debt and services valued
At $.16 per share		—		—		—			—			—			38,968		38,968

Warrants issued for services valued at $.24 per share		—		—		—			—			—			31,200		31,200

Warrants issued for services valued at $.16 per share		—		—		—			—			—			20,800		20,800

Warrants issued for services valued at $.115 per share		—		—		—			—			—			35,075		35,075

Warrants issued for services valued at $.02 per share		—		—		—			—			—			14,800		14,800

Forgiveness for accrued payroll		—		—		—			—			—			60,000		60,000

Net loss for the period ending March 31, 2006		—		—		(9,504,635	)		—			—			—		(9,504,635	)

BALANCE, March 31, 2006		75,654,711	$	9,025,014	$	(17,741,911	)	$	(28,750	)	$	(44,850	)	$	6,794,713	$	(1,995,784	)

The accompanying notes are an integral part of these consolidated financial statements.

F-9

FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED MARCH 31,

	2006			2005
Cash Flows from Operating Activities:
Net loss	$	(9,504,635	)	$	(7,012,546	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization		6,295			5,905
Amortization of discount		14,287			81,504
Non-cash services for stock and warrants		7,513,551			5,851,389
Warrants issued in lieu of cash		—			282,167

Net changes to:
Accounts receivable		—			131
Inventory		—			48,292
Prepaid expenses		—			2,753
Accounts payable		182,481			29,593
Accrued expenses		970,309			212,803
Accrued payroll officers		114,000			(151,333	)
Accrued interest		33,363			35,723

Net Cash (Used) by Operating Activities		(670,349	)		(613,619	)

Cash Flows from Investing Activities
Purchase of property and equipment		(3,600	)		(2,289	)

Net Cash (Used) by Investing Activities		(3,600	)		(2,289	)

Cash Flows from Financing Activities:
Bank overdraft		(3,801	)		4,534
Increase in advances from related party		224,066			531,136
Proceeds from issuance of common stock		183,690			10,000
Purchase of treasury stock		(64,850	)		—
Proceeds from issuance of notes payable		335,750			60,000
Proceeds from issuance of treasury stock		—			—

Net Cash Provided by Financing Activities		674,855			605,670

Net Increase (Decrease) in Cash		906			(10,238	)

Cash at Beginning of Period		—			10,238

Cash at End of Period	$	906		$	—

Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	14,403		$	—
Income taxes	$	—		$	—
Note payable paid with issuance of stock	$	—		$	718,682

[ Continued ]

The accompanying notes are an integral part of these consolidated financial statements.

F-10

FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

[ Continued ]

Supplemental Schedule of Non-cash Investing and Financing Activities:

For the year ended March 31, 2006:

The Company issued 46,569,346 shares of common stock for services valued at $11,642,336, or approximately $.25 per share.

The Company issued 5,625,000 warrants to purchase common stock for services valued at $1,361,761, or approximately $.24 per share.

The Company issued 1,075,555 warrants to purchase common stock for reduction of accrued debt valued at $143,000 and for services of $72,194, or approximately $.20 per share.

In connection with the issuance of $335,750 in convertible debentures, the Company issued 167,875 warrants to purchase common stock and allocated proceeds received of approximately $.16 per share to the warrants. A corresponding discount of $27,334 was recorded for the convertible debentures.

The Company transferred 100,000 shares of its treasury stock for reduction of debt valued at $5,810 and for services of $14,190, or approximately $.20 per share.

The Company issued 1,000,000 shares of common stock in exchange for $100,000 of advance from related parties, valued at approximately $.10 per share.

The Company issued 250,000 warrants in exchange for $50,000 of advance from related parties, valued at approximately $.20 per share.

During the period ended December 31, 2005, an officer of the Company forgave accrued payroll totaling $60,000. Due to the related party nature of the debt forgiveness, the Company recorded the forgiveness as a capital contribution.

The Company issued 200,000 shares of common stock for services valued at $24,000 or approximately $.12 per share.

The Company issued 130,000 warrants to purchase common stock for services valued at $31,200 or approximately $.24 per share.

The Company issued 130,000 warrants to purchase common stock for services valued at $20,800 or approximately $.16 per share.

The Company issued 305,000 warrants to purchase common stock for services valued at $35,075 or $.115 per share.

The Company issued 740,000 warrants in replacement of 388,000 warrants. The new warrants were valued at $14,800 or approximately $.02 per share.

For the year ended March 31, 2005:

During the year ended March 31, 2005, the Company extended $718,682 of related party advances into seven notes payable of $250,000, $250,000, $92,170, $56,512, $25,000, $20,000, and $25,000.

F-11

FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

[ Continued ]

Supplemental Schedule of Non-cash Investing and Financing Activities: (continued)

During the year ended March 31, 2005, the Company issued a total of 5,583,000 shares of common stock for services valued at $1,395,750.

In connection with the issuance of $718,682 in convertible debentures, the Company issued 521,841 warrants to purchase common stock and allocated proceeds received of approximately $.15 per share to the warrants. A corresponding discount was recorded for the convertible debentures.

In connection with the issuance of $35,000 in convertible debentures, the Company issued 17,500 warrants to purchase common stock and allocated proceeds received of approximately $.25 per share to the warrants. A corresponding discount was recorded for the convertible debentures.

The Company issued 115,000 shares of common stock and warrants to purchase 115,000 shares of common stock for subscriptions receivable in the amount of $28,750 or approximately $.127 per share and $.123 per warrant.

The Company issued 14,500,000 warrants to purchase common stock for services rendered. The warrants were recorded at $4,347,100 or approximately $.30 per share.

The Company issued 1,881,113 warrants to purchase common stock for reduction of accrued debt of $282,167 and for services of $108,540 or approximately $.21 per share.

The accompanying notes are an integral part of these consolidated financial statements.

F-12

FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization - Face Print Global Solutions, Inc. (“Parent”) was organized under the laws of the State of Wyoming on November 12, 1999 as Dostuk Holdings, Inc. Parent had been inactive since its inception. In March 2003, Parent changed its name to Face Print Global Solutions, Inc.

FacePrint Global Solutions, Inc. (“Subsidiary”) was organized under the laws of the State of California on January 30, 2003. On March 31, 2003, Parent acquired Subsidiary pursuant to an Agreement and Plan of Reorganization signed March 17, 2003. The agreement called for Parent to issue 24,070,000 shares of its common stock to the former shareholders of Subsidiary for all 24,070,000 outstanding shares of Subsidiary’s common stock wherein Subsidiary became a wholly-owned subsidiary of Parent [ See Note 2 ]. The acquisition has been accounted for as a recapitalization of Subsidiary in a manner similar to a reverse purchase. Accordingly, the equity transactions have been restated to reflect the recapitalization of Subsidiary and the operations of Parent prior to the date of acquisition have been eliminated. The financial statements reflect the operations of Subsidiary from its inception.

Apometrix Technologies, Inc. (“Second Subsidiary”), was organized under the laws of Canada on December 4, 2004. On May 31, 2005, Parent acquired Second Subsidiary pursuant to a Share Purchase Agreement signed May 31, 2005. The acquisition is for the purchase of the Second Subsidiary’s shares in consideration of the purchase price set forth in the Share Purchase Agreement. On September 14, 2005, the Parent and the Second Subsidiary entered into an agreement to terminate their relationship effective September 14, 2005.

Face Print Global Solutions, Inc., and Subsidiary, (“the Company”) plans to develop and market facial recognition software. The Company also has been marketing playing cards printed with custom faces. The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.

Consolidation - The consolidated financial statements include the accounts of Parent and its wholly-owned Subsidiary. All significant intercompany transactions have been eliminated in consolidation.

Fiscal Year - The Company’s fiscal year-end is March 31st.

Cash and Cash Equivalents - The Company considers all highly-liquid debt investments purchased with a maturity of three months or less to be cash equivalents.

Property and Equipment - Property and equipment are stated at cost. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized upon being placed in service. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets of three years. In accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company periodically reviews their property and equipment for impairment.

F-13

FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [ Continued ]

Website Costs - The Company has adopted the provisions of Emerging Issues Task Force 00-2, “Accounting for Web Site Development Costs.” Costs incurred in the planning stage of a website are expensed as research and development while costs incurred in the development stage are capitalized and amortized over the life of the asset, estimated to be five years. As of March 31, 2006, the Company has capitalized a total of $6,222 of website costs which are included in property and equipment. The Company did not incur any planning costs and did not record any research and development costs for the years ended March 31, 2006 and 2005.

Revenue Recognition - The Company’s revenue comes from the sale of custom playing cards. The Company recognized revenue when rights and risk of ownership have passed to the customer, there is persuasive evidence of a sales arrangement, product has been shipped or delivered to the customer, the price and terms are finalized and collection of the resulting receivable is reasonable assured. Products are shipped FOB shipping point at which time title passes to the customer because there is no right of return after shipment.

Advertising Costs - Advertising costs are charged to operations when incurred. The Company expensed $14,125 and $36,500 in advertising costs during the years ended March 31, 2006 and 2005, respectively.

Stock-Based Compensation - The Company has one stock-based employee compensation plan [ See Note 6 ]. The Company accounts for its plan under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and related Interpretations. The Company has not issued any stock options or warrants under the plan.

Research and Development - The Company expenses research and development as incurred. For the years ended March 31, 2006 and 2005, respectively, the Company expensed $734 and $50,000 in research and development.

Income Taxes - The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” [ See Note 7 ].

Loss Per Share - The computation of loss per share is based on the weighted average number of shares outstanding during the period presented in accordance with Statement of Financial Accounting Standards No. 128, “Earnings Per Share” [ See Note 10 ].

Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimated.

F-14

FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [ Continued ]

Reclassification - The financial statements for periods prior to March 31, 2006 have been reclassified to conform to the headings and classifications used in the March 31, 2006 financial statements.

Foreign currency translation - Financial statements of international subsidiaries are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities and the weighted average exchange rate for each period for revenues, expenses, gains and losses. Translation adjustments are recorded as a separate component of accumulated other comprehensive income (loss) and foreign currency transaction gains and losses are recorded in other income and expense.

Discontinued Operations - The Company has adopted Statement of Financial Accounting Standards No. 144 “Accounting for the Impairment of Disposal of Long-Lived Assets”. SFAS No. 144 modifies previous disclosures and requires additional disclosures for discontinued operations and the assets associated with discontinued operations [ See Note 3 ].

NOTE 2 - AGREEMENT AND PLAN OF REORGANIZATION

On March 17, 2003, Parent and Subsidiary entered into an Agreement and Plan of Reorganization whereby Parent agreed to acquire 100% of Subsidiary in a stock for stock exchange. The agreement called for Parent to issue 24,070,000 shares of common stock to the former shareholders of Subsidiary for all 24,070,000 outstanding shares of Subsidiary’s common stock. The Company has accounted for the acquisition as a recapitalization of Subsidiary in a manner similar to a reverse purchase. Accordingly, the equity transactions have been restated to reflect the recapitalization of Subsidiary and the operations of Parent prior to the date of acquisition have been eliminated. The financial statements reflect the operations of Subsidiary from its inception.

F-15

FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - DISCONTINUED OPERATIONS

On May 31, 2005, Parent acquired Second Subsidiary pursuant to a Share Purchase Agreement signed May 31, 2005. Parent acquired 100% of the outstanding stock of Second Subsidiary for cash of $7,673. The acquisition is accounted for as a purchase and accordingly the operations of Second Subsidiary prior to the date of acquisition have been eliminated. The Company subsequently entered into an agreement to terminate the acquisition on September 14, 2005.

The following is a summary of the results of operations of the Company’s discontinued business:

	March 31, 2006			March 31, 2005

Revenue	$	—		$	—

Cost of goods sold		—			—

Expenses		66,428			—

Other income (expense)		—			—

Net (Loss)	$	(66,428	)	$	—

(Loss) per Share		(.00	)		—

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following at:

	March 31, 2006			March 31, 2005

Office furniture and equipment	$	17,378		$	13,778
Website		6,222			6,222

		23,600			20,000

Less: Accumulated depreciation		(15,560	)		(9,265	)

Net Property and Equipment	$	8,040		$	10,735

Depreciation expense for the years ended March 31, 2006 and 2005 was $6,295 and $5,905, respectively.

F-16

FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - CONVERTIBLE NOTES PAYABLE

	March 31, 2006		March 31, 2005

The Company issued a $5,000 convertible note payable to Julie Kemp. The note accrues interest at 10% per annum, is due January 2007 and is convertible into common stock at $.50 per share, net of discounts of $199 and $465, respectively	$	4,801	$	4,535

The Company issued a $20,000 convertible note payable to Michel Carrier. The note accrues interest at 10% per annum, is due January 2007 and is convertible into common stock at $.50 per share, net of discounts of $797 and $1,861, respectively		19,203		18,139

The Company issued a $10,000 convertible note payable to Manon Pardis. The note accrues interest at 10% per annum, is due January 2007 and is convertible into common stock at $.50 per share, net of discounts of $470 and $1,098, respectively		9,530		8,902

The Company issued a $200,000 convertible note payable to Gestion Lamvic. The note accrues interest at 10% per annum, is due May 2007 and is convertible into common stock at $.50 per share, net of discounts of $8,730 and $0, respectively		191,270		—

The Company issued a $125,000 convertible note payable to 1451063 Ontario. The note accrues interest at 10% per annum, is due May 2007 and is convertible into common stock at $.50 per share, net of discounts of $5,456 and $0, respectively		119,544		—

The Company issued a $10,000 convertible note payable to Jean Houle. The note accrues interest at 10% per annum, is due September 2007 and is convertible into common stock at $.50 per share, net of discounts of $754 and $0, respectively		9,246		—

The Company issued a $750 convertible note payable to Dean Hash. The note accrues interest at 10% per annum, is due October 10, 2007 and is convertible into warrants at $.50 per share, net discounts of $64 and $0, respectively		686		—

		354,280		31,576
Less: current portion		—		—

Net Convertible Notes Payable	$	354,280	$	31,576

Amortization of discount for the years ended March 31, 2006 and 2005 was $16,470 and $3,424, respectively.

F-17

FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - CAPITAL STOCK

Common Stock - The Company has authorized an unlimited number of shares of no par value common stock.

During the year ended March 31, 2005, in connection with the issuance of $718,682 in convertible debentures, the Company issued 359,341 warrants to purchase common stock. The Company allocated proceeds of $81,015, or approximately $.15 per share to the warrants. The Company converted the $718,682 in notes payable into common stock at $.50 per share. The total amount of shares issued as a result of this conversion was 1,437,364.

During the year ended March 31, 2005, the Company issued 5,583,000 shares of common stock for services valued at $1,395,750, or approximately $.25 per share.

During the year ended March 31, 2005, the Company issued 40,000 shares of common stock and warrants to purchase 40,000 shares of common stock for $10,000 cash, or approximately $.127 per share and $.123 per warrant.

During the year ended March 31, 2005, the Company converted accrued salary to 1,881,113 warrants to purchase common stock in lieu of wages valued at $282,167. The warrants were valued at $390,707 and additional compensation of $108,540 was recorded.

During the year ended March 31, 2005, the Company issued 17,500 warrants to purchase common stock and allocated proceeds received of $3,913, or approximately $.25 per share to the warrants in connection with the issuance of $35,000 in convertible debentures. A corresponding discount was recorded for the convertible debentures.

During the year ended March 31, 2005, the Company issued 115,000 shares of common stock and warrants to purchase 115,000 shares of common stock for subscriptions receivable in the amount of $28,750

During the year ended March 31, 2005, the Company issued 14,500,000 warrants to purchase common stock for services rendered. The warrants were recorded at $4,347,100 or approximately $.30 per warrant.

During the year ended March 31, 2005, 3,100,000 shares of common stock were returned to the Company for cancellation.

During the year ended March 31, 2006, the Company issued 46,569,346 shares of common stock for services valued at $11,642,336, or approximately $.25 per share.

During the year ended March 31, 2006, the Company issued 5,625,000 warrants to purchase common stock for services valued at $1,361,761, or approximately $.24 per warrant.

F-18

FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - CAPITAL STOCK [ Continued ]

During the year ended March 31, 2006, the Company issued 1,075,555 warrants to purchase common stock for accrued salary valued at $143,000. The warrants were valued at $215,194 and additional compensation of $72,194 was recorded, or approximately $.20 per share.

During the year ended March 31, 2006, the Company issued 167,875 warrants to purchase common stock in connection with the issuance of $335,750 in convertible debentures and allocated proceeds received of $27,334, or approximately $.16 per share to the warrants. A corresponding discount was recorded for the convertible debentures.

During the year ended March 31, 2006, the Company bought back a total of 536,000 shares of common stock valued at $64,850, or $.12 per share.

During the year ended March 31, 2006, the Company transferred 100,000 shares of its treasury stock for reduction of debt of $5,810 and for services valued at $14,190, or approximately $.20 per share.

During the year ended March 31, 2006, 3,250,000 warrants to purchase common stock were returned to the Company for cancellation.

During the year ended March 31, 2006, 9,815,000 shares of common stock were purchased with warrants for $9,815, or approximately $.001 per share.

During the year ended March 31, 2006, the Company issued 1,000,000 shares in exchange for $100,000 of advance from related parties, valued at approximately $.10 per share.

During the year ended March 31, 2006, the Company issued 250,000 warrants in exchange for $50,000 of advance from related parties, valued at approximately $.20 per share.

During the year ended March 31, 2006, 838,462 shares of common stock and 162,500 warrants were purchased for $100,000. The Company allocated proceeds of $77,616, or approximately $.09 per share of common stock. The Company allocated proceeds of $22,384 to the warrants, or approximately $0.14 per share.

During the year ended March 31, 2006 an officer of the Company forgave accrued payroll totaling $60,000. Due to the related party nature of the debt forgiveness, the Company recorded the forgiveness as a capital contribution.

The Company issued 200,000 shares of common stock for services valued at $24,000 or approximately $.12 per share.

The Company issued 130,000 warrants to purchase common stock for services valued at $31,200 or approximately $.24 per share.

The Company issued 130,000 warrants to purchase common stock for services valued at $20,800 or approximately $.16 per share.

F-19

FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6- CAPITAL STOCK [ Continued ]

The Company issued 305,000 warrants to purchase common stock for services valued at $35,075 or $.115 per share.

The Company issued 740,000 warrants in replacement of 388,000 warrants. The new warrants were valued at $14,800 or approximately $.02 per share.

During the year ended March 31, 2006, 740,000 shares of common stock were issued upon exercise of warrants at $.10 per share for $74,000.

A summary of the status of the warrants granted at March 31, 2006 and 2005 and changes during the years then ended is presented below.

	For the Years Ended March 31
	2006				2005
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price

Outstanding at beginning of period		17,843,954	$	.06		931,000	$	.50
Granted		8,585,930		.05		16,912,954		.03
Exercised		10,555,000		.01		—		—
Forfeited		10,888,000		.02		—		—
Expired		—		—		—		—

Outstanding at end of period		4,986,884	$	.23		17,843,954	$	.06

Weighted average fair value of
options granted during the period		8,585,930	$	.05		16,912,954	$	.03

The fair value of each warrant granted is estimated on the date granted using the Black—Scholes pricing model, with the following assumptions used for the grants during fiscal 2005: risk-free interest rate of 1.79%, expected dividend yield of zero, expected lives of 2 years and expected volatility of 318%. The following assumptions were used for options granted during fiscal 2006: risk-free interest rate of between 2.80% and 4.18%, expected dividend yield of zero, expected lives of 5 years and expected volatility of between 190% and 248%.

F-20

FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6- CAPITAL STOCK [ Continued ]

A summary of the status of the warrants outstanding at March 31, 2006 is presented below:

		Warrants Outstanding				Warrants Exercisable
	Range of		Weighted-Average		Weighted-Average			Weighted-Average
	Exercise	Number	Remaining		Exercise	Number		Exercise
	Prices	Outstanding	Contractual Life		Price	Exercisable		Price
$	.001	125,000	1.0 years	$	.001	125,000	$	.001
	.05	2,956,668	4.1 years		.05	2,956,668		.05
	.10	250,000	4.3 years		.10	250,000		.10
	.20	325,000	4.8 years		.20	325,000		.20
	.40	87,500	4.6 years		.40	87,500		.40
	.50	698,000	0.2 years		.50	698,000		.50
	1.00	544,716	2.7 years		1.00	544,716		1.00
$	.001 - 1.00	4,986,884	3.4 years	$	.23	4,986,884	$	.23

Reservation of Subsidiary Stock - In February 2003, Subsidiary’s Board of Directors resolved to reserve 1,000,000 shares of Subsidiary’s common stock to be issued under options to employees, advisors and consultants.

Stock Option Plan - In November 1999, the Board of Directors of Parent adopted and the stockholders at that time approved the 1999 Stock Option Plan (“the Plan”). The Plan provides for the granting of qualified and non-qualified stock options to purchase up to 2,000,000 shares of common stock to directors, officers, advisors and employees of the Company as well as to employees of companies that do business with the Company. Awards under the plan will be granted as determined by the Stock Option Committee of the Board of Directors. The Plan limits awards to directors, officers and employees to $100,000 of compensation per year. The options will expire after 10 years or 5 years if the option holder owns at least 10% of the common stock of the Company. The exercise price of a non-qualified option must be at least 85% of the market price on the date of issue. The exercise price of a qualified option must be at least equal to the market price or 110% of the market price on the date of issue if the option holder owns at least 10% of the common stock of the Company. At March 31, 2006, no awards had been made and total awards available to be granted from the Plan amounted to 2,000,000 shares.

In October of 2005, the Board of Directors voted and approved a stock incentive plan (the 2005 Plan). The 2005 Plan provided for the grant of both incentive and non-qualified options to purchase up to 2,000,000 shares of the Company’s common stock. The incentive stock options were granted only to employees, including officers of the Company, while non-qualified stock options were granted to employees, non-employee officers and directors, consultants, vendors, customers and others expected to provide significant services to the Company. The exercise price of the stock options at $0.15 was not less than the fair market value of the underlying stock at the date of the grant. At March 31,2006 all options were granted.

F-21

FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6- CAPITAL STOCK [ Continued ]

In January of 2006, the Board of Directors voted and approved a stock incentive plan (the 2006 Plan). The 2006 Plan provided for the grant of both incentive and non-qualified options to purchase up to 3,000,000 shares of the Company’s common stock. The incentive stock options were granted only to employees, including officers of the Company, while non-qualified stock options were granted to employees, non-employee officers and directors, consultants, vendors, customers and others expected to provide significant services to the Company. The exercise price of the stock options at $0.10 was not less than the fair market value of the underlying stock at the date of the grant. At March 31,2006 2,595,621 options were granted.

NOTE 7 - INCOME TAXES

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109. SFAS No. 109 requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carryforwards. The company has an approximate net operating loss carryforward of $11,860,000 which expires in various years through 2026 and an approximate capital loss carryforward of $67,000 which expires in the year 2011.

Deferred tax assets are comprised of the following:

	March 31,
	2006			2005
Deferred tax assets:
Excess of tax over book basis of fixed assets	$	383		$	367
Net operating loss carryforward		2,669,736			779,852
Capital loss carryforward		15,046			—
Accrued compensation		15,532			14,632
Less valuation allowance		(2,700,697	)		(794,851	)
	$	—		$	—

The Company had no deferred tax liabilities at March 31, 2006 and 2005. The amount and ultimate realization of the benefits from the deferred tax assets for income tax purposes is dependent, in part, upon the tax laws in effect, the Company’s future earnings, and other future events, the effects of which cannot be determined. At March 31, 2006 and 2005, the Company has recorded a valuation allowance of $2,700,697 and $794,851 to fully offset the deferred tax asset resulting in an increase in the valuation allowance of $1,905,847 and $556,851 respectively.

F-22

FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - INCOME TAXES [ Continued ]

The reconciliation of the provision (benefit) for income taxes computed at the U.S. federal statutory tax rate to the Company’s effective tax rate for the periods ended March 31, 2006 and 2005 is as follows:

	March 31,
	2006			2005
Federal provision (benefit) at statutory rate		15.00	%		15.00	%
State income tax		7.51	%		7.51	%
Change in valuation allowance		(20.05	)%		(7.94	)%
Nondeductible compensation		(1.93	)%		(14.30	)%
Other		(.53	)%		(.27	)%
Effective tax rate		—			—

NOTE 8 - RELATED PARTY TRANSACTIONS

Advances from Related Party - Officers and shareholders of the Company have made payments on behalf of the Company and cash advances to the Company totaling $172,587.

Management Compensation - As of March 31, 2006 and 2005, the Company has accrued salary owed to officers/shareholders of the Company of $69,000 and $65,000. Salary expense to the officers/shareholders for the years ended March 31, 2006 and 2005 amounted to cash payments of $105,750 and $56,833, respectively. The Company also issued 1,575,555 and 16,381,113 warrants valued at $312,644 and $4,737,807, and also issued 15,800,000 and 4,795,000 shares of common stock valued at $3,950,000 and $1,198,750, respectively, as compensation to officers/shareholders.

NOTE 9 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has incurred significant losses in recent years and has a stockholders’ deficit. Further, the Company has current liabilities in excess of current assets. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of their common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

F-23

FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - LOSS PER SHARE

The following data shows the amounts used in computing loss per share:

	For the Years Ended
	2006			2005
Loss from continuing operations
(numerator)	$	(9,437,792	)	$	(7,012,546	)

Loss from discontinued operations
(numerator)		(66,428	)		—

Gain (loss) on disposal of
discontinued operations
(numerator)		(415	)		—
Loss available to common
shareholders (numerator)	$	(9,504,635	)	$	(7,012,546	)
Weighted average number of
common shares outstanding
used in loss per share for the
period (denominator)		75,654,711			38,200,608

At March 31, 2006, the Company had outstanding warrants and notes payable convertible into shares of common stock, which were not used in the computation of loss per share because their effect would be anti-dilutive. Dilutive loss per share was not presented, as the Company had no common stock equivalent shares for all periods presented that would affect the computation of diluted loss per share.

NOTE 11 - COMMITMENTS AND CONTINGENCIES

Investors Relations Agreement - In February 2005, the Company signed an investors’ relations agreement with CCG Investor Relations for investor relations services. The agreement calls for the Company to pay a retainer of $6,000 per month. In addition, the Company will also issue 50,000 shares of common stock each month under the agreement. The term of this agreement shall be for the period March 1, 2005 through August 31, 2005 and continuing on a month-to-month basis thereafter unless terminated by either party by providing a thirty-day written notice. This agreement was terminated in May 2005.

In August 2005, the Company signed an investors’ relations agreement with Wall Streets Inside Reporter, Inc. for consulting services. The agreement calls for the Company to issue 500,000 shares of free trading common stock and 1,000,000 shares of restricted common stock. The term of this agreement shall be for six months beginning on August 22, 2005 unless terminated by either party. This agreement was terminated in September 2005.

In August 2005, the Company signed a consulting agreement with an individual for consulting services. The agreement calls for the Company to issue 500,000 shares of free trading common stock. The term of this agreement shall be for six months beginning on August 15, 2005.

F-24

FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - COMMITMENTS AND CONTINGENCIES [ Continued ]

In September 2005, the Company signed an investors’ relations agreement with KBM Consulting, Inc. for investor relations services. The agreement calls for the Company to issue 3,000,000 shares of common stock. This agreement was subsequently terminated on January 10, 2006.

Public Relations - In March 2005, the Company signed an investors relations agreement with Coffin Partners for investor relations services. Coffin Partners prepared a public relations plan for the Company and advised the management on investor relations. The services were valued at $12,500 and paid in shares at a rate of $0.25 per share for 50,000 shares. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933. The term of this agreement was for the period March 1, 2005 through April 30.

Communications and press releases - In March 2005, the Company signed an agreement with FSI Media for communication services. The agreement calls for the Company to pay a retainer of $2,500 per month. The Company also issued 50,000 shares of common stock to Frederic Serre in connection with his consulting agreement. Mr. Serre worked as VP of Communications for the Company and wrote press releases and communication documents. The services were valued at $12,500 and paid in shares at a rate of $0.25 per share. The issuance of March 16, 2005 constituted a signing bonus as stated in the consulting agreement. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933. The agreement ended in May 2006.

Business Development Agreement - In January 2005, the Company signed a three year agreement with Gestion Académac Inc. for business development services. The agreement calls for the Company to pay a fee of $11,000 per month. For the three years commitment to participate in the structuring and organization of the business operations of the company, Consultant has been awarded a 5 years warrant to buy 7,000,000 shares of the capital of the company at a price of $0.001 per share. The Company has also agreed to issue to Consultant 5 years warrants to buy 3,000,000 common shares at a price of $0.001 per share: each warrant will be for 250,000 shares. The first such warrant has been issued on January 10, 2005, the date of this agreement, and the remaining warrants will be issued at the end of each quarter for a total of 11 successive quarters.

R&D Agreement - In May 2005, the Company signed a three year agreement with Gestion Renaud Nadeau Inc. for R&D services. The agreement calls for the Company to pay a fee of $4,000 per month. For the three years commitment to participate in the development of the company, Consultant is entitled to receive a 5 years warrants to buy 3,600,000 shares of the capital of the company at a price of $0.001 per share. A first warrant of 500,000 shares has been issued upon execution of the agreement. Warrants for the remaining 3,100,000 shares will be issued monthly for the next 31 months at a rate of 100,000 shares per month. The Company has agreed to issue to Consultant 5 years warrants to buy 1,500,000 common shares at a price of $0.001 per share: each warrant will be for 125,000 shares. The first two warrants have been issued upon execution of the agreement, and the remaining warrants will be issued at the end of each quarter for a total of ten successive quarters.

F-25

FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - COMMITMENTS AND CONTINGENCIES [ Continued ]

Analyst Programmer Agreement - In May 2005, the Company signed a three year agreement with Martin Longpré for software development services. The agreement calls for the Company to pay a fee of $4,300 per month. For the three years commitment to participate in the development of the company, Consultant is entitled to receive a 5 years warrants to buy 1,080,000 shares of the capital of the company at a price of $0.001 per share. A first warrant of 150,000 shares has been issued upon execution of the agreement. Warrants for the remaining 930,000 shares will be issued monthly for the next 31 months at a rate of 30,000 shares per month. The Company has agreed to issue to Consultant 5 years warrants to buy 600,000 common shares at a price of $0.001 per share: each warrant will be for 50,000 shares. The first two warrants have been issued upon execution of the agreement, and the remaining warrants will be issued at the end of each quarter for a total of ten successive quarters.

Project Manager Agreement - In May 2005, the Company signed a three year agreement with Mario Carrière for project management services. The agreement calls for the Company to pay a fee of $1,500 per month. For the three years commitment to participate in the development of the company, Consultant is entitled to receive a 5 years warrants to buy 216,000 shares of the capital of the company at a price of $0.001 per share. A first warrant of 30,000 shares has been issued upon execution of the agreement. Warrants for the remaining 186,000 shares will be issued monthly for the next 31 months at a rate of 6,000 shares per month. The Company has agreed to issue to Consultant 5 years warrants to buy 300,000 common shares at a price of $0.001 per share: each warrant will be for 25,000 shares. The first two warrants have been issued upon execution of the agreement, and the remaining warrants will be issued at the end of each quarter for a total of ten successive quarters. This agreement has been terminated in September 2005.

Marketing and Sales - In April 2006, the Company signed a two months agreement with John Magill to use his services as Acting Sales Manager for the Company and provide marketing and sales services to the Company. The agreement calls for the Company to issue to the Consultant 75,000 S8 shares monthly for two months.

Marketing and Sales - In June 2006, the Company signed a three months agreement with John Magill to use his services as Acting Sales Manager for the Company and provide marketing and sales services to the Company. The agreement calls for the Company to issue to the Consultant 100,000 S8 shares monthly for three months.

Translation, Revision & Research Services Agreement - In April 2005, the Company signed an agreement with Claire Gendreau to assist the Company with translation, revision & research services concerning the Company's business. As a total and final compensation for services rendered under this Agreement, Consultant has received 200,000 S8 shares at a value of $0.12 per share. This agreement has been terminated in January 2006.

F-26

FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - COMMITMENTS AND CONTINGENCIES [ Continued ]

Evaluation and Acquisition of Technology - In April 2006, the Company signed a three months agreement with Mohamed Laaroussi to provide advisory services relating to the evaluation and acquisition of technology companies. The agreement calls for the Company to issue to the Consultant 50,000 S8 shares monthly for three months.

Financing & CFO Support Services - The Company signed an agreement with Transition Partners, Limited ("TPL") to act as a financial advisor and provide Chief Financial Officer support services (“CFO support services”) to FacePrint Global Solutions, Inc. (the "Company") for an initial period of six months, commencing July 5, 2006 through January 4, 2007. In consideration for acting as financial advisor and providing interim CFO support services to the Company throughout this engagement, TPL will be paid in advance a monthly retainer of $23,000 on the fifth day of each month of this six month agreement throughout the duration of its engagement. TPL will be granted warrants to acquire such number of shares of the outstanding common stock of the Company equal to 4% of the shares of common stock of the Company on a fully-diluted, fully converted basis as of the date of our engagement. The Warrants will contain a per share exercise price which is equal to the per share fair market value of the Company as of July 5, 2006 as reported on the NASDAQ bulletin board OTC quotation system. The Company will also pay contingent advisory fees for the successful procurement of working capital to the Company. The procurement fees will be based on a success fee formula equal to 7% of the value of such Transaction.

Employment Contracts - The Company has employment contracts with three officers of the Company. The agreement calls for the Company to pay the officers combined salaries of approximately $324,000 a year. In addition, the Company will issue 600,000 shares of common stock quarterly under the agreement. The terms of these contracts are for three years beginning in January 2005.

Rental Agreement - In March 2003, the Company assumed an office lease for 1,792 square feet in Fresno, California from its majority founder that expires November 30, 2007. Rent expense for the years ended March 31, 2006 and 2005 was $33,788 and $33,177, respectively. The future minimum lease payments are as follows:

Years Ended March 31:
2007		34,521
2008		23,280
Total	$	57,801

F-27

FACE PRINT GLOBAL SOLUTIONS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - COMMITMENTS AND CONTINGENCIES [ Continued ]

Litigation - The Company has been named in a lawsuit alleging breach of contract and termination. The plaintiff is seeking damages in excess of $100,000. The Company has filed a cross complaint against the plaintiff claiming breach of contract. Management is unable to predict the ultimate outcome of this matter, but believes the ultimate resolution will not have a material impact on the financial condition of the Company.

The Company is also involved in other litigation or arbitrations as a result of its normal business operations but believes the resolutions of these additional matters would not have a material impact on the financial condition of the Company.

NOTE 12 - SUBSEQUENT EVENTS

Subsequent to March 31, 2006, the Company has issued a total of 1,725,000 shares of common stock for services.

F-28

Item 8. Changes In And Disagreements With Accountants On Accounting And Financial Disclosure

None.

Item 8A. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures. The Company's management, with the participation of the chief executive officer and the chief financial officer, carried out an evaluation of the effectiveness of the Company's "disclosure, controls and procedures" (as defined in the Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-15(3) and 15-d-15(3) as of the end of the period covered by this annual report (the "Evaluation Date"). Based upon that evaluation, the chief executive officer and the chief financial officer concluded that, as of the Evaluation Date, certain of our internal controls were not deemed effective.

With respect to the statement in the Form 10-KSB/A filed on September 7, 2006, Item 8A: Controls and Procedures, which does state, “certain of our internal controls were not deemed effective,” we proffer that this statement, regardless of other prior or concurrent conflicting statements, was in fact true from approximately July 2006, up until September 26, 2006. Internal control deficiencies were systemic throughout the Company’s internal control and reporting structures during this period. Furthermore, all statements that contradicted this fact were, upon close review, made in error.

There were no changes to the financial statements or any content in the Form 10-KSB as originally filed except for the internal controls and procedures disclosure and stock-based compensation disclosure in the Management, Discussion and Analysis section. The discrepancies among these statements related to management’s failure to properly review and reconcile the disclosure in the Management, Discussion and Analysis section with the financial statements. The disclosure in the Management, Discussion and Analysis had previously been amended to reconcile with the financial statements.

In Item 8A, the following internal control deficiencies are cited in bullet form:

·	Lack of full-time chief financial officer;

·	Review and disclosure of equity transactions, including equity issued as compensation for services rendered; and

·	Certain end of period reconciliations;

Since inception, the Company has only had access to sufficient capital to fund operations minimally. Executives, employees, independent contractors, and external advisors were engaged, providing the Company with varying levels of expertise. There were not, however, sufficient funds and/or sufficient knowledge by existing employees to retain expertise in the realm of accounting, particularly since July 2006. The Company was not able to retain an accountant to work within the firm that could provide suitable oversight and management of the increasingly complex accounting and reporting structures during this period. Many of the Company’s personnel were remunerated with shares of the Company during this period. The Company failed to procure accounting personnel that would accept this form of payment, and cash resources did not exist to fund the salary of such personnel.

The Company was able to retain an external consultant to provide accounting services to the Company since February 2005. The consultants were not able to provide sufficient services to ensure an adequate internal control structure of the increasingly complex equity transactions. The consultants, with the remuneration that the Company was able to offer them, were only able to compile financial statements and provide support to the Company with the preparation of their audit working papers. They could provide nothing to the Company in addition to those services, including in the areas where the Company required assistance specifically for adequate internal control and reporting structures.

Because of this lack of accounting knowledge within the Company, the following internal control and reporting deficiencies did occur:

·	The Company made erroneous and conflicting statements throughout the continuum of their public filings, from July 2006 to September 2006, specifically with respect to:

a) internal control structures being adequate, when management lacked sufficient knowledge to fully comprehend what constituted an adequate internal control structure, and;

b) their tables of stock-based compensation for the fiscal years 2006 and 2005 which appeared in Part II, Item 6, Management Discussion And Analysis Or Plan Of Operation, of the Form 10-KSB/A.

Management failed to properly review and reconcile between disclosures in the Company’s Form 10-KSB and in the financial statements. The Company lacked sufficient accounting knowledge to perform the proper reviews of financial statements and associated material that would have alerted management to any deficiencies or inconsistencies.

Because of these internal control and reporting deficiencies, the following impacts were manifest:

The Company filed Form 10 reports and SB registration statements with the Commission that contained conflicting statements with respect to: the Company’s internal control and reporting structures being adequate; reporting being fair and accurate when it may not have been, as described above; and its stock-based compensation tables. Management lacked sufficient accounting knowledge and regulatory experience to comprehend that statements such as these must always be homogeneous and cannot conflict with each other, unless the contradictions are explained comprehensively in the filings, and the prior filings are re-filed with due amendments made.

In order to remedy these internal control and reporting deficiencies, the following measures have been taken as of this writing:

A chief financial officer and principal financial officer with adequate knowledge of accounting, internal control, and of US GAAP, has been duly appointed to the Company. This newly-appointed officer is Canon Bryan. He was appointed chief financial officer and principal financial officer of the Company on September 26, 2006. The Form 8-K was filed with the Commission on September 29, 2006. Mr. Bryan has 12 years of experience as a financial officer for public and private companies in Canada and the United States. He has the experience and knowledge to comprehend the Company’s previous internal control and reporting deficiencies, and to ensure that such deficiencies will not recur in future.

A thorough review of the Company’s financial recording and reporting structures, internal control structures, and regulatory filings was undertaken by the Company’s newly-appointed CFO, with all deficiencies isolated and clearly marked for remediation. During the course of this review, it was determined that internal control deficiencies existed throughout the control and reporting structure, but that these deficiencies did not result in any errors in the Company’s reporting above and beyond the aforementioned contradictory statements. The Company had very limited operations during the period beginning in the 2006 fiscal year to September 2006, and this explains the lack of any further impact on the reporting.

·	New policies and procedures were put in place to specifically address the internal control deficiencies. Specifically, it has been mandated that:

·	Financial statements and corresponding documentation must be completely approved by the newly-appointed chief financial officer prior to their submission to the auditor or reviewer;

·	End-of-period account reconciliations will be thoroughly reviewed by the chief financial officer to ensure that any discrepancies or deficiencies in the recording of transactions cannot have persisted;

Treasury operations would be overseen by the chief financial officer and the chief executive officer. Each transaction would require approval from the same. This is significant, particularly in light of the Standby Equity Distribution Agreement, or SEDA, entered into with Cornell Capital LP, providing the Company with an equity facility equal to $10 million. The use of this facility by the Company will be authorized upon the effectiveness of the Company’s SB-2 Registration Statement, in accordance with said agreement.

In providing these remedies for the internal control and reporting deficiencies, the Company incurred the following costs: The Company was forced to provide remuneration to its newly-appointed chief financial officer. The newly-appointed CFO, Mr. Bryan, has agreed to accept payment in stock-based compensation in lieu of cash until such time that the SEDA with Cornell Capital LP can be authorized for drawdown by the Company. Mr. Bryan’s remuneration from the Company is equal to $150 per hour, payable in shares of the Company. The compensation for the time required by Mr. Bryan to perform all the remedies to the internal control deficiencies was tabulated and was equal to less than $5,000.

No other costs for the remedies of past internal control and reporting deficiencies were required to be incurred at this time. Nor are any projected for the foreseeable future.

The Company will continue to have the newly-appointed chief financial officer and principal financial officer engaged by the Company for an indefinite period. This financial officer will have sufficient knowledge of accounting and of US GAAP to maintain an internal control environment that cannot result in any future reporting or control deficiencies, including the use of the measures described above, and any other measures that are deemed to be relevant. The apportionment of time allocated to internal control and reporting for this financial officer cannot be reasonably estimated at this time. This officer is remunerated at the rate of $150 per hour, when compensated with shares of the Company, or at $75 per hour when compensated with cash. The full-time remuneration of this officer when compensated in shares would be equal to approximately $312,000. The full-time remuneration of this officer when compensated in cash would be equal to approximately $156,000. Other incidental costs, such as the costs of software packages, or increased time of accounting personnel also cannot be reasonably estimated at this time.

(b) Changes in Internal Control over Financial Reporting. There were no changes in the Company's internal controls over financial reporting, known to the chief executive officer or the chief financial officer, that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting although such changes took place subsequent to the period covered by this report as described above.

Item 8B. Other Information

None.

PART III

Item 9. Directors, Executive Officers, Promoters And Control Persons; Compliance With Section 16(A) Of The Exchange Act

The members of the Board of Directors of FGS serve until the next annual meeting of stockholders, or until their successors have been elected. The officers serve at the pleasure of the Board of Directors. The following are the directors and executive officers of FGS.

Set forth below are the name, age and position and a brief account of the business experience of each of our executive officers and directors as of September 5, 2006. The Board of Directors is comprised of only one class. All of the directors will serve until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. There are no family relationships among directors or executive officers. There are no arrangements or understandings between any two or more of our directors or executive officers. There is no arrangement or understanding any of our directors or executive officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management shareholders will exercise their voting rights to continue to elect the current board of directors. There are also no arrangements, agreements or understandings between non-management shareholders that may directly or indirectly participate in or influence the management of our affairs. Also provided herein is a brief description of the business experience of each director and executive officer during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities laws.

Name	Age	Office

Pierre Cote	53	President, Chief Executive Officer, principal financial officer, Chairman of the Board of Directors

Serge Carrier	55	VP of Business Development and Director

Kayla Keophounsouk	30	Corporate Secretary, Treasurer and Director

Jean Houle	41	Director

* All board members serve on the Company’s Audit and Compensation Committees

Pierre Cote , 53, has been Chairman since January 2004. He founded InterQuest, Inc. in March 1994, and was its president until July 2001. InterQuest, Inc. developed facial recognition software and filed for bankruptcy protection under Canadian law in July 2000 in the District of Montreal, Quebec, as the result of a control dispute. Mr. Cote was the largest creditor of InterQuest, Inc. Mr. Cote founded IQ Biometrix, Inc., a Canadian corporation, in September 2000 to attempt to purchase the InterQuest, Inc. assets from the preferred creditor. This acquisition attempt failed and IQ Biometrix, Inc. (Canada) also filed for bankruptcy under Canadian law in the District of Longueil, Quebec. In July 2001, Mr. Cote founded IQ Biometrix California, Inc, a California corporation, which acquired facial recognition software from the InterQuest, Inc. bankruptcy and further developed and perfected it. Mr. Cote took IQ Biometrix public in 2002 and left IQ Biometrix in June 2002. From June 2002 until February 2003, Mr. Cote investigated various business opportunities. He commenced developing FacePrint's business plan in February 2003 when he organized FacePrint Global Solutions (California). Prior to 1995, he developed and distributed nine successful educational board games. Mr. Cote is also a private investor.

Serge Carrier , 54, Vice-President Business Development of FacePrint, holds masters degrees in Education Technology and in Biophysics, and a Bachelor degree in Chemistry. Mr. Carrier taught science and computer science until 1986 when he launched Micro-Intel, one of the most dynamic high-tech companies in Canada, publishing over 200 award-winning products while expanding its markets in Canada, Europe and the United States before selling the company in 2004. In his tenure with Micro-Intel, Mr. Carrier negotiated co-production and distribution agreements with such companies as Thomson Learning, Quebecor, Readers Digest, Simon & Schuster, Danone, Apple, Fujisu, Bell, the Canadian Space Agency, Johns Hopkins University, Johnstone Supply, York International, Westinghouse Electric Co., and Alumax. Lecturer and guest speaker several times at the World Education Market, and the Computer Based Learning In Science Conference, Mr. Carrier has significant project management experience and familiarity with the worldwide distance training community. A member of several boards of directors, including that of SODEC and Media Awareness Network, Mr. Carrier brings technical experience as well as over 20 years of business expertise to the projects initiated by the company.

Kayla Keophounsouk, 30, has served as FacePrint Corporate Secretary since November 18, 2003. She served as an executive assistant at the San Joachim River Parkway Trust from May 2000 to May 2001. Between 2001-2003, Kayla took time off to raise her family. Born in Laos and raised in the U.S. since the age of 3, Kayla has found her career path as a professional individual in an executive position. She holds an accounting degree with an emphasis in business with many years of expertise in the non-profit sector. Her current duties with FGS are to assist the CEO, CFO and the management team with administration support. She also serves on the Board of Directors as the Corporate Secretary. She maintains the records for in-house accounting as well as stock issuance.

Jean Houle , 41, Mr. Houle holds a technical degree in computer sciences from Sherbrooke College (Canada) and has vast experience in business management, software development, computer systems analysis and cash register interfaces. In 1991, he joined U.S. Farm Systems, a California-based manufacturer of dairy waste handling equipment. Presently, he is the Chief Operating Officer, he led in the expansion of the company, which grew from 12 employees and $1.2 million in sales to over 60 employees and $9.5 million in sales .

There are no family relationships among any of our directors. No arrangement or understanding exists between any director and any other person pursuant to which any director was selected to serve as a director. To the best of our knowledge, (i) there are no material proceedings to which our director is a party, or has a material interest, adverse to us; and (ii) there have been no events under any bankruptcy act, other than described in Mr. Cote biography, no criminal proceedings and no judgments or injunctions that are material to the evaluation of the ability or integrity of any of the directors during the past five years.

Audit Committee

The audit committee of the Board of Directors consists of Mr. Cote and Mr. Carrier, who are employees of the Company and Mr. Houle who is an independent director of the Company. The audit committee reviews actions with respect to various auditing and accounting matters, including the selection of the company’s independent public accountants, the scope of the annual audits, the nature of non-audit services, the fees to be paid to the independent public accountants, and the accounting practices of the Company. The Company does not currently have an audit committee financial expert serving on its audit committee. The Company may in the future attempt to add a qualified board member to serve as an audit committee financial expert in the future, subject to its ability to locate and compensate such a person.

Item 10. Executive Compensation

The following table sets forth the cash and all other compensation of FGS's executive officers and directors during each of the last three fiscal years. The remuneration described in the table includes the cost to FGS of any benefits which may be furnished to the named executive officers, including premiums for health insurance and other benefits provided to such individual that are extended in connection with the conduct of FGS's business. The executive officers named below did not receive any manner of compensation in the years set forth below.

The following summary compensation table sets forth the aggregate compensation awarded to, earned by, or paid to the Chief Executive Officer and to executive officers whose annual compensation exceeded $100,000 for the fiscal year ended March 31, 2006 (collectively, the named executive officers) and for services during the fiscal years ended March 31, 2005 and 2004:

Summary Compensation Table

				Annual Compensation									Long-Term Compensation
Name and Principal Position	Fiscal Year			Salary ($)			Bonus			Other Annual Compensation			Restricted Stock Awards		Securities Underlying Options		All Other Compensation
Pierre Cote		2006			130,000	(1)	1,750,000		(2)		1,416,081	(3)		—		—		—
Director and CEO		2005			130,000	(1)		—			1,110,707			—		—		—
		2004			130,000	(1)		—			—			—		—		—

Serge Carrier		2006	(4)		130,000						105,563	(3)				—		—
Director and VP Business Development		2005			33,000	(5)		—			2,173,550			—		—		—
		2004			—			—			—			—		—		—

Jean Lajoie		2005			30,000	(6)		—			2,173,550			—		—		—

Kayla Keophounsouk		2006			60,000			500,000	(2)		325,750	(3)		—		—		—
Secretary		2005			60,000			—			200,000			—		—		—
		2004			52,000			—			—			—		—		—

Jean Houle		2006
Director		2005			—			125,000	(2)		—					—		—
		2004			—			—			—			—		—		—

(1)	Mr. Cote accrued his salary and other annual compensation in the fiscal years 2004, 2005, and 2006, he was not paid in cash. Mr. Cote converted his accrued salary and other annual compensation for the fiscal years 2003, 2004, and 2005, in March 2005 into 1,881,113 warrants to purchase common stock. He received $11,000 in salary in May 2005, accrued unpaid salary of $33,000 for 2006, received common stock valued at $3,125,000 and warrants valued at $127,081.

(2)	Mr. Cote and Kayla Keophounsouk and Jean Houle received a signed on bonus of 9,500,000 shares of common stock valued at $0.25 per share.

(3)	Mr. Cote receives 1,000,000 shares of common stock annually per his employment contract, Kayla Keophounsouk receives 400,000 annually per her employment contract. These shares issuance are valued at $0.25 per share.

(4)	Mr. Carrier was paid for 2006 $14,000 in cash for salary, accrued unpaid salary of $36,000 and warrants valued at $185,563.

(5)	Represents a prorated portion of his employee contract as earned.

(6)	Represents a prorated portion of his employee contract as earned.

Face Print Global Solutions, Inc., by resolution of its Board of Directors and stockholders, adopted the 1999 Stock Option Plan (the "Plan") in November 1999. The Plan enables the Company to offer an incentive based compensation system to employees, advisors, officers and directors and to employees of companies who do business with the Company.

In the discretion of a committee comprised of non-employee directors (the "Committee"), directors, officers, and key employees or employees of companies with which we do business become participants in the Plan upon receiving grants in the form of stock options or restricted stock. A total of 2,000,000 shares are authorized for issuance under the Plan, and no grants have been made under the Plan. At March 31, 2006, no awards had been made and total awards available to be granted from the Plan amounted to 2,000,000 shares.

Any shares which are subject to an award but are not used because the terms and conditions of the award are not met, or any shares which are used by participants to pay all or part of the purchase price of any option may again be used for awards under the Plan.

Stock options may be granted as non-qualified stock options or incentive stock options, but incentive stock options may not be granted at a price less than 100% of the fair market value of the stock as of the date of grant (110% as to any 10% shareholder at the time of grant); non-qualified stock options may not be granted at a price less than 85% of fair market value of the stock as of the date of grant. Restricted stock may not be granted under the Plan in connection with incentive stock options.

Stock options may be exercised during a period of time fixed by the Committee except that no stock option may be exercised more than ten years after the date of grant or three years after death or disability, whichever is later. In the discretion of the Committee, payment of the purchase price for the shares of stock acquired through the exercise of a stock option may be made in cash, shares of Common Stock or by delivery or recourse promissory notes or a combination of notes, cash and shares of the Company's common stock or a combination thereof. Incentive stock options may only be issued to directors, officers and employees.

Stock options may be granted under the Plan may include the right to acquire an Accelerated Ownership Non-Qualified Stock Option ("AO"). If an option grant contains the AO feature and if a participant pays all or part of the purchase price of the option with shares of common stock, then upon exercise of the option the participant is granted an AO to purchase, at the fair market value as of the date of the AO grant, the number of shares of common stock equal to the sum of the number of whole shares used by the participant in payment of the purchase price and the number of whole shares, if any, withheld as payment for withholding taxes. An AO may be exercised between the date of grant and the date of expiration, which will be the same as the date of expiration of the option to which the AO is related.

In October of 2005, the Board of Directors voted and approved a stock incentive plan (the “2005 Plan”). The 2005 Plan provided for the grant of both incentive and non-qualified options to purchase up to 2,000,000 shares of the Company’s common stock. The Company filed a registration statement on Form S-8 registering the shares under the 2006 Plan. The incentive stock options were granted only to employees, including officers of the Company, while non-qualified stock options were granted to employees, non-employee officers and directors, consultants, vendors, customers and others expected to provide significant services to the Company. The exercise price of the stock options at $0.15 was not less than the fair market value of the underlying stock at the date of the grant. At March 31, 2006 all options were granted.

In January of 2006, the Board of Directors voted and approved a stock incentive plan (the “2006 Plan”). The 2006 Plan provided for the grant of both incentive and non-qualified options to purchase up to 3,000,000 shares of the Company’s common stock. The Company filed a registration statement on Form S-8 registering the shares under the 2006 Plan. The incentive stock options may be granted only to employees, including officers of the Company, while non-qualified stock options may granted to employees, non-employee officers and directors, consultants, vendors, customers and others expected to provide significant services to the Company. As of March 31, 2006, 2,595,621 shares have been granted under the 2006 Plan.

Executive Employment Agreements

The Company has employment contracts with its three principal employees, Pierre Cote, Kayla Keophounsouk and Serge Carrier. These have been filed as Exhibits 10.2, 10.3 and 10.4 to the Company’s registration statement on Form SB-2, dated March 28, 2005. Under the terms of these agreements, the respective employees are committed to the Company for periods of (3) three years respectively, and are prevented from engaging in competitive activities for a period of 2 years after termination of their employment with Face Print. Their salaries are $130,000 in cash plus 1,000,000 shares per year for Cote and Carrier, and $60,000 in cash plus 400,000 shares per year for Keophounsouk. Also, with their agreement they were granted a one time sign on bonus of 7,000,000 shares for Cote and Carrier, and 2,000,000 for Keophounsouk. Additional compensation may be accumulated by way of option grants, and those terms are described in the Summary Compensation Table above.

Item 11. Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters.

As of September 5, 2006, the Company had a total of 88,505,657 shares of Common Stock issued and outstanding, which is the only issued and outstanding voting equity security of the Company.

The following table sets forth information relating to the beneficial ownership of Company common stock as of the date of this report by (I) each person known by FGS to be the beneficial owner of more than 5% of the outstanding shares of common stock and (ii) each of FGS's directors and executive officers. Unless otherwise noted below, FGS believes that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. For purposes hereof, a person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days from the date hereof upon the exercise of warrants or options or the conversion of convertible securities. Each beneficial owner's percentage ownership is determined by assuming that any warrants, options or convertible securities that are held by such person (but not those held by any other person) and which are exercisable within 60 days from the date hereof, have been exercised.

Title of class	Name and address of beneficial owner(1)		Amount and nature of beneficial ownership(2)		Percent of class(2)(3)
Common Stock		Pierre Cote(4)(5)(6 )		40,110,523		42.82	%
Common Stock		Kayla Keophounsouk(4)(5 )		4,025,000		4.5	%
Common Stock		Serge Carrier(4)(5)(7 )		8,163,675		9,12	%
Common Stock		Jean Houle(4)(8 )		705,000		*
Common Stock		All officers and directors as a group (4 persons )		53,004,198		56.03	%

(1) The address of each executive officer or director of the Company is 1111 E. Herndon Ave., Suite 115, Fresno, California 93720.

(2) Unless otherwise noted, all of the shares shown are held by individuals or entities possessing sole voting and investment power with respect to such shares. Shares not outstanding but deemed beneficially owned by virtue of the right of a person or member of a group to acquire them within 60 days of September 5, 2006, are treated as oustanding only when determining the amount and percentage owned by such individual.

(3) In accordance with the regulations of the SEC, the percentage calculations are based on 88,505,657 shares of Common Stock issued and outstanding as of September 5, 2006, plus shares of Common Stock which may be acquired within 60 days of September 5, 2006, by each individual or group listed.

(4) Director of the Company

(5) Officer of the Company

(6) For Mr. Cote, this total includes 28,252,000 shares held by Mr. Cote and 6,684,031 shares held by Piyada Cote, his wife. This figure includes Mr. Cote's warrants to purchase a further 4,828,659 shares with exercise prices ranging from $0.05 to $1.00 and 345,833 warrants owned by Mrs. Cote with an exercise price of $1.00. Although under California community property law they are deemed to jointly own these shares, Mr. and Mrs. Cote disclaim beneficial ownership in the shares held by each other.

(7) Includes Mr. Carrier’s warrants to purchase a further 913,675 shares with exercise prices ranging from $0.001 to $0.10. 413,675 of the shares exercisable via the above warrants are owned in the name of Gestion Academac which Mr. Carrier has investment control.

(8) Includes Mr. Houle’s warrants to purchase a further 5,000 shares with an exercise price of $1.00.

Item 12. Certain Relationships And Related Transactions

Dostuk Holdings, Inc. was organized as a Wyoming corporation on November 11, 1999 to seek out an advantageous acquisition. On March 31, 2003, Dostuk Holdings, Inc. acquired all of the capital stock of FacePrint Global Solutions, Inc., a California corporation, in exchange for 24,070,000 shares of newly issued common stock of Dostuk Holdings, Inc. Prior to the exchange Dostuk Holdings, Inc. had 9,000,000 shares outstanding. As a result, there were 33,070,000 shares outstanding. Dostuk Holdings, Inc. has subsequently changed its name to Face Print Global Solutions, Inc. References to Face Print Global Solutions, Inc. in this prospectus are to the combined entity unless otherwise noted. Prior to the exchange, Dostuk Holdings, Inc. and FacePrint Global Solutions, Inc. had no affiliation or prior relationship. The terms of the share exchange were negotiated at arm's length.

Pierre Cote, an officer and director, has advanced a total of $167,279 to Faceprint through March 31, 2006. Such advances are non-interest bearing and are not represented by promissory notes and Kayla Keophounsouk, an officer and director, has advanced a total of $7,000.

The founders of Faceprint, namely, Jehu Hand, Pierre Cote and Robert Rios, who are the persons who took the initiative to organize Faceprint or one of its constituent entities, and the items of value received by them for Faceprint, are as follows. Faceprint did not and does not expect to acquire any assets from any founder. Jehu Hand incorporated Faceprint (then known as Dostuk Holdings, Inc.) in Wyoming in November, 1999, and served as its sole officer and director from founding in November 1999 to March 2003, until the acquisition of FacePrint Global Solutions, Inc., a California corporation. In connection with the incorporation of Dostuk, Hand received (through entities he is deemed to beneficially own), 3,001,000 shares of common stock for nominal consideration. Pierre Cote and Robert Rios organized FacePrint Global Solutions, Inc. (California), for which they (or their designees) received 13,510,000 and 2,000,000 shares respectively for cash and services rendered valued at $.01 per share.

Officers and shareholders of the Company have made payments on behalf of the Company and cash advances to the Company totaling $174,279. In 2005, Pierre Cote advanced the Company $100,000 which was converted into a convertible note and subsequently converted into common stock. Additionally, the 2005 Mr. Cote advanced the Company $50,000 which was converted into a warrant for 250,000 shares. The Company converted $56,512 of the advances into convertible notes at December 31, 2004, and then converted the note into common stock at December 31, 2004. The Company converted $143,000 of accrued payroll into convertible notes at December 31, 2005. The remaining $174,279 of the advances bear no interest and are due on demand.

Item 13. Exhibits

Exhibit Number		Description

2.1		Agreement and Plan of Reorganization between Dostuk Holdings, Inc. and FacePrint Global Solutions, Inc. (2)

3.1		Certificate of Incorporation (1)

3.1(i)		Articles of Amendment (1)

3.2		Bylaws (1)

4.1		Standby Equity Distribution Agreement, dated February 22, 2006, between Cornell Capital Partners, LP and FacePrint Global Solutions, Inc. (5)

4.2		Registration Rights Agreement, dated February 22, 2006, by and between FacePrint Global Solutions, Inc. and Cornell Capital Partners, LP, in connection with the Standby Equity Distribution Agreement. (5)

4.3		Placement Agent Agreement, dated February 22, 2006, by and among FacePrint Global Solutions, Inc., Newbridge Securities Corporation and Cornell Capital Partners, L.P. (5)

4.4		Form of $0.15 Warrant, dated February 22, 2006, with a five-year term, issued to Cornell Capital Partners, LP (5)

4.5		Form of $0.20 Warrant, dated February 22, 2006, with a five-year term, issued to Cornell Capital Partners, LP (5)

4.6		Form of $0.35 Warrant, dated February 22, 2006, with a five-year term, issued to Cornell Capital Partners, LP (5)

4.7		Form of Convertible Note, Issued in 2005 (6)

4.8		Form of Warrant, issued in 2005, (6)

4.9		Form of Convertible Note Purchase Agreement and Registration Rights Agreement, (6)

10.1		FacePrint Global Solutions Subscription Agreement (4)

10.2		Stock Option Plan, filed as an Exhibit to the January 2006 Form S8 Registration Statement

10.3		Employment Agreement of Pierre Cote (6)

10.4		Employment Agreement of Serge Carrier (6)

10.5		Employment Agreement of Kayla Keophounsouk (6)

10.6		Contract with Longpre (6)

23.1		Consent of Auditors*

31.1		Certification of chief executive officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2		Certification of chief financial officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1		Certification of chief executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

32.2		Certification of chief financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

(1) Filed with the Company's registration statement on Form SB-2 on 10/17/2003.

(2) Filed with Amendment No. 1 to the Company's registration statement on form SB-2/A on 12/12/2003.

(3) Filed with the Company's registration statement on Form S-8, filed on 8/10/2005.

(4) Filed with Amendment No. 1 to the Company’s registration statement on form SB-2/A on 12/23/2005.

(5) Filed with the Company’s Current Report on Form 8-K on 2/27/2006

(6) Filed with the Company’s registration statement on Form SB-2 on March 28, 2006.

* Filed herewith.

Item 14. Principal Accountant Fees And Services

Pritchett, Hardy and Siler billed FGS $43,591 for audit-related services during the year ended March 31, 2006. These fees included the year end audit, review of quarterly financial statements and review of various registration statements and amendments. Pritchett, Hardy & Siler billed FGS $8,149 for audit-related services during the year ended March 31, 2005. There were no fees billed in during the years ended March 31, 2005 and March 31, 2006 for tax fees or any other fees other than audit-related services.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Company’s Audit Committee is required to pre-approve all audit and non-audit services performed by the Company’s independent auditors. The Company’s Audit Committee, however, has not adopted any general pre-approval policy with regard to specified audit or non-audit services which may be provided by the independent auditors, but requires that the Company’s Audit Committee grant specific pre-approval of each audit or non-audit service to be provided by the independent auditor before the independent auditor is engaged to render such service.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on January 9, 2007.

FACE PRINT GLOBAL SOLUTIONS, INC.

Face Print Global Solutions, Inc.

/s/ Pierre Cote
Pierre Cote, Chief Executive Officer

Pursuant to the requirements of the Securities Exchange of 1934, the following persons in the capacities and on the dates stated have signed this report below.

NAME	TITLE	DATE

/s/ Pierre Cote	Chairman, Chief Executive Officer	January 9, 2007
Pierre Cote

/s/ Canon Bryan	Chief Financial Officer	January 9, 2007
Canon Bryan

/s/ Jean Houle	Director	January 9, 2007
Jean Houle

/s/ Al Balchi	Director	January 9, 2007
Al Balchi

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference of our report dated June 18, 2006, relating to the financial statements of Face Print Global Solutions, Inc. as of March 31, 2006, and for the periods then ended, appearing in the Company’s Annual Report on Form 10-KSB/A for the year ended March 31, 2006, which is incorporated by reference in the Company’s Registration Statement on Form S-8.


/s/ Pritchett, Siler & Hardy, P.C.
PRITCHETT, SILER & HARDY, P.C.

Salt Lake City, Utah

January 8, 2007