SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

         (Check One):
         |_| Form 10-K |_| Form 11-K |_| Form 20-F |X| Form 10-QSB

         For Period Ended: February 29, 2004

                  [ ] Transition Report on Form 10-K
                  [ ] Transition Report on Form 20-F
                  [ ] Transition Report on Form 11-K
                  [ ] Transition Report on Form 10-Q
                  [ ] Transition Report on Form N-SAR

         For the Transition Period Ended: ____________________________

         Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.

         If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: ________________________


                                     PART I
                             REGISTRANT INFORMATION

                              SYSCAN IMAGING, INC.
                 -----------------------------------------------
                             Full Name of Registrant




                              1754 Technology Drive
             ------------------------------------------------------
            Address of Principal Executive Office (Street and Number)


                           San Jose, California 95110
                ------------------------------------------------
                            City, State and Zip Code






                                     PART II
                             RULES 12B-25(B) AND (C)

         If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)

|X| (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

|X| (b) The subject annual report, semi-annual report, transition report on Form
10-K, 20-F, 11-K or N-SAR, or portion thereof, will be filed on or before the
15th calendar day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-QSB, or portion thereof will be filed on
or before the fifth calendar day following the prescribed due date; and

|_| (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.

                                    PART III
                                    NARRATIVE

         State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-QSB, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period.

         The Company is unable to file its form 10-QSB within the prescribed
period due to ministerial difficulties, without unreasonable effort or expense.
Such difficulties prevent the Company from filing the balance of the report
because such information is integral to the balance of the report. The Company
fully expects to be able to file within the additional time allowed by this
report.

                                     PART IV
                                OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification

         ARTHUR S. MARCUS           (212) 752-9700
         (Name) (Area Code) (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). |X| Yes |_| No

(3) Is it anticipated that any significant change in results of operation for
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof? | |
Yes |X| No







                              SYSCAN IMAGING, INC.
                  (Name of Registrant as Specified in Charter)

         Has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.


Date: April 15, 2004                     By: /s/ Darwin Hu
                                            ------------------------
                                            Darwin Hu
                                            Chief Executive Officer

Instruction: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION
        Intentional misstatements or omissions of fact constitute Federal
                   criminal violations. (See 18 U.S.C. 1001)