UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A-1
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934. FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934. FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 000-25839
SYSCAN IMAGING, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 59-3134518
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification number)
1772 TECHNOLOGY DRIVE, SAN JOSE, CA 95110
(Address of Principal Executive Offices) (Zip Code)
408-436-9888
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(g) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
-------------------------------- -----------------------------------------
Common Stock, $.001 par value OTC Bulletin Board
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 (or for such shorter period that the registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past 90
days.
YES |X| NO |_|
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will 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|
Issuer's revenues for fiscal year 2004 were $6,057,821.
The aggregate market value of the voting stock held by non-affiliates
of the registrant was approximately $3,429,600 as of June 16, 2005 (based on the
closing price for such stock as of June 16, 2005).
Indicate the number of shares outstanding of each of the issuer's classes of
common stock:
CLASS OUTSTANDING AT JUNE 17, 2005
------------------------------------- -------------------------------------
Common Stock, $.001 par value 23,110,515
EXPLANATORY NOTE
Syscan Imaging, Inc. is filing this Form 10-KSB/A-1 to its Annual Report on Form
10-KSB for the fiscal year ended December 31, 2004, as filed with the SEC on
March 31, 2005, for the purpose of including Item 8A of Part II of such Annual
Report on Form 10-KSB, as set forth below. As a result of this amendment, Syscan
Imaging, Inc. is filing as exhibits to this Form 10-KSB/A-1 the certifications
pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. This Form
10-KSB/A-1 does not change our previously reported financial statements and
other financial disclosures.
Items included in the original Form 10-KSB 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-KSB/A-1 does not update information that was presented
in our original Annual Report on Form 10-KSB filed on March 31, 2005 to reflect
recent developments that have occurred since that date. Information concerning
recent developments since the filing of our Annual Report on March 31, 2005 can
be found in other filings we have made with the SEC since March 31, 2005.
ITEM 8A - 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 December 31, 2004 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
ITEM 13. EXHIBITS, LISTS AND REPORTS ON FORM 8-K
(a) Exhibits
2.1** Share Exchange Agreement (previously filed as exhibit 99.1 on
Form 8-K dated April 19, 2004).
3.1** Certificate of Incorporation dated February 15, 2002.
3.2** Certificate of Amendment to the Company's Certificate of
Incorporation dated March 19, 2004.
3.3** Certificate of Designation of Preferences, Rights and
Limitations of Series A Preferred Stock as filed with the
Secretary of State of the State of Delaware on March 15, 2005
(previously filed as exhibit 10.4 on Form 8-K dated March 21,
2005)
3.4** Amended and Restated Bylaws.
10.1** Form of Convertible Preferred Stock and Common Stock Warrant
Purchase Agreement entered into by and between the Company and
the purchasers (previously filed as exhibit 10.1 on Form 8-K
dated March 21, 2005).
10.2** Form of Common Stock Purchase Warrant (previously filed as
exhibit 10.2 on Form 8-K dated March 21, 2005).
10.3** Form of Registration Rights Agreement (previously filed as
exhibit 10.3 on Form 8-K dated March 21, 2005).
10.4** 2002 Amended and Restated Stock Option Plan
10.5*** Employment Agreement between the Company and Darwin Hu dated
April 26, 2005.
10.6*** Employment Agreement between the Company and William Hawkins
dated April 26, 2005
10.7*** Employment Agreement between the Company and David Clark dated
April 26, 2005
14** Code of Ethics adopted by the Company's board of directors on
March 28, 2005.
21** Subsidiaries of the Company.
31.1* Certification of the Company's Chief Executive Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of the Company's Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* Certification of the Company's 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 the Company's Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
--------------------
* filed herewith
** previously filed
*** filed as an exhibit to the Company's Form 8-K filed with the Securities
and Exchange Commission on May 2, 2005
(b) Reports on Form 8-K.
There were no reports filed on Form 8-K during the fourth quarter
of the year ended December 31, 2004.
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.
Syscan Imaging, Inc.
Date: June 17, 2005 By: /S/ DARWIN HU
---------------
Name: Darwin Hu
Title: Chief Executive Officer
Pursuant to and in accordance with the requirements of the Securities
and Exchange Act of 1934, as amended, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
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Name Title Date
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/S/ DARWIN HU Chairman and Chief Executive June 17, 2005
Darwin Hu Officer
-------------------------- ----------------------------------- -----------------
/S/ WILLIAM HAWKINS Chief Financial Officer, June 17, 2005
William Hawkins Principal Accounting Officer and
Secretary
-------------------------- ----------------------------------- -----------------
/S/ DAVID CLARK Senior Vice President of Business June 17, 2005
David Clark Development and Director
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/S/ PETER MOR Director June 17, 2005
Peter Mor
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/S/ LAWRENCE LIANG Director June 17, 2005
Lawrence Liang
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