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 June 30, 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 August 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 June 30, 2005, as filed with the SEC on August
15, 2005, for the purpose of revising its discussion of Net Loss included in
Item 2 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 August 15, 2005 to reflect recent developments that have
occurred since that date.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
NET LOSS
Net losses for the quarter and six months ended June 30, 2005 were approximately
($2,908,182) and ($2,931,347), respectively, compared to net losses of
approximately ($123,974) and ($110,294), respectively, during the same periods
in 2004. The increase in losses are primarily related to stock options granted
to certain executive officers and key employees during the quarter ended June
30, 2005 versus the same period in 2004. If we remove stock-based compensation
costs from our net losses, our net losses for the quarter and six month periods
ended June 30, 2005 would have been approximately ($96,182) and ($119,347),
respectively, compared to net losses of approximately ($123,974) and ($110,294),
respectively, during the same periods in 2004. The substantial increase in G&A
and R&D expenses during the quarter ended June 30, 2005, continues to impair our
profitability. We see these increased expenses as important as we prepare our
financial strength and product innovation to meet future revenue growth.
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: August 22, 2005 By: /s/ Darwin Hu
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Name: Darwin Hu
Title: Chief Executive Officer
Dated: August 22, 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