UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A-1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 2005
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 000-27773
SYSCAN IMAGING, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
DELAWARE 59-3134518
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(State of incorporation) (I.R.S. Employer Identification No.)
1772 TECHNOLOGY DRIVE
SAN JOSE, CALIFORNIA 95110
(Address of principal executive offices, including zip code)
(408) 436-9888
(Issuer's telephone number, including area code)
(Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months,
and (2) has been subject to such filing requirements for the past 90 days. Yes
|X| No |_|
The number of shares outstanding of the issuer's Common Stock, $.001 Par Value,
on June 17, 2005, was 23,110,515 shares
Transitional Small Business Disclosure Format (check one): Yes | | No |X|
EXPLANATORY NOTE
Syscan Imaging, Inc. is filing this Form 10-QSB/A-1 to its Quarterly Report on
Form 10-QSB for the quarter ended March 31, 2005, as filed with the SEC on May
16, 2005, for the purpose of revising Item 3 of Part I of such Quarterly Report
on Form 10-QSB, as set forth below. As a result of this amendment, Syscan
Imaging, Inc. is filing as exhibits to this Form 10-QSB/A-1 the certifications
pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
This Form 10-QSB/A-1 does not change our previously reported financial
statements and other financial disclosures. Items included in the original Form
10-QSB that are not included herein are not amended and remain in effect as of
the date of the original filing. Except as noted above, this Form 10-QSB/A-1
does not update information that was presented in our original Quarterly Report
on Form 10-QSB filed on May 16, 2005 to reflect recent developments that have
occurred since that date. Information concerning recent developments since the
filing of our Quarterly Report on May 16, 2005 can be found in other filings we
have made with the SEC since May 16, 2005.
ITEM 3. CONTROLS AND PROCEDURES
Based on an evaluation as of the date of the end of the period covered
by this report, our Chief Executive Officer and Chief Financial Officer,
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as required by Exchange Act Rule 13a-15.
Based on that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures were effective as
of the end of the period covered by this report.
There were no changes in our internal controls over financial reporting
that occurred during the quarter ended March 31, 2005 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS.
31 Rule 13a-14(a)/15d-14(a) Certifications.
32.1 Certification by the Chief Executive Officer Relating to a Periodic
Report Containing Financial Statements.*
32.2 Certification by the Chief Financial Officer Relating to a Periodic
Report Containing Financial Statements.*
* The Exhibit attached to this Form 10-QSB shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act") or otherwise subject to liability under that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as expressly set forth by
specific reference in such filing.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: June 17, 2005 By: /S/ DARWIN HU
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Name: Darwin Hu
Title: Chief Executive Officer
Dated: June 17, 2005 By: /S/ WILLIAM HAWKINS
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Name: William Hawkins
Title: Acting Chief Financial Officer,
Principal Accounting Officer, Chief Operating
Officer and Secretary