-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DIzNhdDTLQ2zwosIB006n/NNqfwbdB2GFhqgAq1uFLxoUYqcSAfPoQlCmBCIcfJQ ZFxF295JvLZd9ZA5Y4aqdA== 0000929624-01-500307.txt : 20010516 0000929624-01-500307.hdr.sgml : 20010516 ACCESSION NUMBER: 0000929624-01-500307 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMNIS SYSTEMS INC CENTRAL INDEX KEY: 0001069389 STANDARD INDUSTRIAL CLASSIFICATION: PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODUCTS [2851] IRS NUMBER: 330821967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-29645 FILM NUMBER: 1639766 BUSINESS ADDRESS: STREET 1: 289 CHURCH AVENUE CITY: CHULA VISTA STATE: CA ZIP: 91910 BUSINESS PHONE: 6194827177 MAIL ADDRESS: STREET 1: 289 CHURCH AVENUE #105 CITY: CHULA VISTA STATE: CA ZIP: 91910 FORMER COMPANY: FORMER CONFORMED NAME: GRAFFITI-X INC DATE OF NAME CHANGE: 20000114 10QSB 1 d10qsb.txt FORM 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2001 [_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________ to _________________ Commission File Number: 000-29645 AMNIS SYSTEMS INC. (Formerly Graffiti-X, Inc.) (Exact name of small business issuer as specified in its charter) Delaware 33-0821967 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 3450 Hillview Avenue, Palo Alto, California 94304 (Address of principal executive offices, including zip code) Issuer's telephone number, including area code: (650) 855-0200 Not applicable (Former name, former address and former fiscal year, if changed since last report) APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [_] No [_] APPLICABLE ONLY TO CORPORATE ISSUERS The number of shares outstanding of each of the issuer's classes of common equity as of May 11, 2001: 11,364,597 shares of Common Stock. Transitional Small Business Disclosure Format (check one): [_] Yes [X] No 1 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS This information is contained on pages F-1 through F-6 of this report and is incorporated into this Item 1 by reference. In management's opinion, all adjustments necessary for a fair presentation of the statements of the results for the interim period have been included. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The following discussion and analysis should be read in conjunction with our financial statements and the related notes included elsewhere in this report. Plan of Operation We were formed in July 1998 as a Delaware corporation. On April 16, 2001, TTS Acquisition, Inc., a California corporation and our wholly-owned subsidiary, merged with and into Optivision, Inc., a California corporation ("Optivision"). As a result of the merger, Optivision became our wholly-owned subsidiary and the former stockholders of Optivision acquired 39.31% of our outstanding common stock, and 60.69% of our common stock on a fully-diluted basis. We are continuing the business of Optivision following the merger with Optivision and have sold our previous business. Optivision is a leading global provider of hardware and software products for the creation, management and transmission of high resolution, full-motion, full-screen video over computer networks. It provides the key video infrastructure components for broadband networks based on various transport protocols, including the Internet protocol, or IP, and asynchronous transfer mode, or ATM, protocol. Its products enable the deployment of industry standard MPEG digital video in such diverse applications as interactive distance learning, corporate training, video courier services, telemedicine, corporate TV channel, cable TV content distribution, broadcast news distribution, and remote surveillance. MPEG is the Motion Picture Expert Group that has developed standards for compression and decompression of digital video. Optivision's innovative technology enables its network clients to: . Capture, encode and compress high-quality video from any source, including cable, wireless, satellite, tape or live; . Store high-quality video locally or in remote network video servers; . Transmit live or stored high-quality video across a computer or public network; . Manage high-quality video distribution as a part of the total application; and . Play live or stored high-quality video on a TV monitor, desktop PC or set-top box. 2 PART II - OTHER INFORMATION ITEM 2. CHANGES IN SECURITIES Recent Sales of Unregistered Securities During the three months ended March 31, 2001, we issued and sold securities not registered under the Securities Act of 1933, as amended, as follows: (1) In January 2001, we issued and sold to two corporate investors 333,334 shares of our common stock for a total of $1,000,000 in cash in reliance upon an exemption from registration pursuant to Regulation S promulgated under of the Securities Act of 1933. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None. (b) Reports on Form 8-K We did not file any Current Reports on Form 8-K during the three months ended March 31, 2001. 3 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: May 14, 2001 AMNIS SYSTEMS INC. By: /s/ Lawrence L. Bartlett ------------------------------------------- Lawrence L. Bartlett Vice President and Chief Financial Officer 4 INDEX TO FINANCIAL STATEMENTS Unaudited Condensed Balance Sheet as of March 31, 2001...................... F-1 Unaudited Condensed Statement of Operations for the three-month period ended March 2001, and since inception (July 29, 1998)........................ F-2 Unaudited Condensed Statement of Cash Flows for the three-month period ended March 31, 2001, and since inception (July 29, 1998).................... F-3 Notes to Unaudited Financial Statements..................................... F-4 to F-6
5 Amnis Systems Inc. and Subsidiary (A Development Stage Company) Consolidated Balance Sheet (Unaudited)
- -------------------------------------------------------------------------------- March 31, 2001 - -------------------------------------------------------------------------------- Assets Current Assets: Cash $ -- Notes receivable -- Optivision 1,000,000 - -------------------------------------------------------------------------------- Total current assets $ 1,000,000 ================================================================================ Liabilities and Stockholders' Equity Current Liabilities: Accounts payable $ 25,100 - -------------------------------------------------------------------------------- Total current liabilities 25,100 - -------------------------------------------------------------------------------- Stockholders' Equity: Preferred stock, at .0001 par value; authorized -- 20,000,000 shares in 2001; issued and outstanding -- 0 in 2001 -- Common stock, at .0001 par value; authorized -- 100,000,000 shares in 2001; issued and outstanding -- 6,897,534 shares in 2001 689 Additional paid-in capital 1,112,364 Deficit accumulated during the development stage (138,153) - -------------------------------------------------------------------------------- Total stockholders' equity 974,900 - -------------------------------------------------------------------------------- Total liabilities and stockholders' equity $ 1,000,000 ================================================================================
F-1 Amnis Systems Inc. and Subsidiary (A Development Stage Company) Consolidated Statement of Operations (Unaudited)
From July 29, 1998 (Inception) through the three months ended March 31, 2001 - -------------------------------------------------------------------------------- July 29, 1998 (Inception) through March 31, 2001 2000 2001 ----------- --------- ----------- Sales $ -- $ -- $ -- Cost of Goods Sold -- -- -- - ------------------------------------------------------------------------------- Gross margin -- -- -- Operating Expenses: General and administrative 25,100 186 138,153 - ------------------------------------------------------------------------------- Total operating expenses 25,100 186 138,153 - ------------------------------------------------------------------------------- Loss from Operations (25,100) (186) (138,153) Income Taxes -- -- -- - ------------------------------------------------------------------------------- Net Loss $ (25,100) $ (186) $ (138,153) =============================================================================== Basic and Dilutive Loss per Share $ (0.0019) $ 0.0000 $ (0.0058) ===============================================================================
F-2 Amnis Systems Inc. and Subsidiary (A Development Stage Company) Consolidated Statement of Cash Flows (Unaudited)
From July 29, 1998 (Inception) through the three months ended March 31, 2001 - ------------------------------------------------------------------------------------------------------------- July 29, 1998 (Inception) through March 31, 2001 2000 2001 ------------ ---------- ------------- Cash Flows from Operating Activities: Net loss $ (25,100) $ (186) $ (138,153) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Decrease in inventories -- 156 -- Issuance of common stock for services 109,203 Accounts payable 25,100 -- 25,100 - ------------------------------------------------------------------------------------------------------------- Net cash used in operating activities -- (30) (3,850) - ------------------------------------------------------------------------------------------------------------- Cash Flows from Investing Activities: Loans to Optivision (1,000,000) -- (1,000,000) - ------------------------------------------------------------------------------------------------------------- Cash Flows from Financing Activities: Proceeds from issuance of common stock 1,000,000 -- 1,003,850 - ------------------------------------------------------------------------------------------------------------- Net Decrease in Cash and Cash Equivalents -- (30) -- Cash and Cash Equivalents, beginning of quarter -- 3,697 -- - ------------------------------------------------------------------------------------------------------------- Cash and Cash Equivalents, end of quarter $ -- $ 3,667 $ -- ============================================================================================================= Non-Cash Financing Activities: Issuance of common stock for services $ -- $ -- $ 109,203 =============================================================================================================
F-3 Amnis Systems Inc. and Subsidiary (A Development Stage Company) Notes to Consolidated Financial Statements (Unaudited) - -------------------------------------------------------------------------------- Note 1 - Description of the The Company and a newly formed subsidiary entered into an Organization: Agreement and Plan of Merger with Optivision, Inc. (Optivision) on September 11, 2000 and as amended January 11, 2001 (see Note 4), and intends to continue the business of Optivision. Optivision develops, manufactures and delivers networked streaming video solutions for high quality video creation, management and distribution worldwide both directly and through leading industry partners. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company incurred a net loss of $25,100 for the three months ended March 31, 2001 and a deficit accumulated during the development stage of $138,153. These factors raise substantial doubt about the Company's ability to continue as a going concern. During the year ended December 31, 2000, the Company entered into a merger arrangement with Optivision, and arranged for some funding for the operations and payment obligations of Optivision effective with the merger (see Note 4). There is no assurance that the Company will be able to achieve successful operations or obtain sufficient financing. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.
F-4 Amnis Systems Inc. and Subsidiary (A Development Stage Company) Notes to Consolidated Financial Statements (continued) (Unaudited) - -------------------------------------------------------------------------------- Note 2 - Summary of Significant a. Principles of Consolidation: Accounting Policies: --------------------------- The financial statements include the consolidation of a wholly-owned subsidiary of Amnis Systems, Inc. which was formed for the purpose of merging with Optivision. All significant intercompany accounts and transactions have been eliminated in consolidation. b. Current Pronouncements: ---------------------- In June 2000, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 139, "Rescission of FASB Statement No. 53 and amendments to FASB Statements No. 63, 89 and 121." The statement rescinds FASB Statement No. 53, "Financial Reporting by Producers and Distributors of Motion Picture Films"; amends FASB Statements No. 63, "Financial Reporting by Broadcasters," No. 89, "Financial Reporting and Changing Prices," and No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS No. 139 has no impact on the Company's financial position, results of operations or cash flows. In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." The statement provides accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities and revises the accounting standards for securitizations and transfers of financial assets and collateral. SFAS No. 140 does not have a material effect on the Company's financial position, results of operations or cash flows.
F-5 Amnis Systems Inc. and Subsidiary (A Development Stage Company) Notes to Consolidated Financial Statements (continued) (Unaudited) - --------------------------------------------------------------------------------
Note 3 - Stockholders' Equity: On January 9, 2001 the Company issued 166,667 shares of common stock to an unrelated third party, valued at $500,000. On January 25, 2001 the Company issued 166,667 shares of common stock to an unrelated third party, valued at $500,000. In February 2001 the Company extinguished 19,740,000 shares of its common stock without consideration. Note 4 - Subsequent Events: The Company merged with Optivision, Inc on April 16, 2001. Under the terms of the merger, each issued and outstanding share of Optivision common stock was converted into the right to receive 0.10 shares of Company common stock rounded to the nearest whole share; each outstanding but unexercised option to purchase common stock of Optivision was converted into an option to acquire the number of shares of Company common stock equal to the product of 0.10 multiplied by the number of shares of Optivision common stock that would have been obtained before the merger rounded to the nearest whole share; each outstanding warrant to purchase common stock of Optivision was converted into a warrant to acquire the number of shares of Company common stock equal to the product of 0.10 multiplied by the number of shares of Optivision common stock that would have been obtained before the merger, rounded to the nearest whole share. Additional information can be found in the Agreement and Plan of Merger with Optivision, Inc. As a result of the planned merger with Optivision, there will be 11,364,597 shares of common stock issued and outstanding. There will also be 5,246,768 warrants and stock options to purchase common stock outstanding. Note 5 - Loss Per Share: The loss per share was calculated based on a weighted average number of shares outstanding of 13,566,602 for the three months ended March 31, 2001.
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