10KSB

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

|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 $6,505,500 as of March 24, 2005 (based on
the closing price for such stock as of March 24, 2005).

 Indicate the number of shares outstanding of each of the issuer's classes of
common stock:

            CLASS                            OUTSTANDING AT DECEMBER 31, 2004
- ---------------------------------------- ---------------------------------------
     Common Stock, $.001 par value                      23,110,515







                                     PART 1

                   SPECIAL NOTE ON FORWARD LOOKING STATEMENTS

         Some of the statements under "Management's Discussion and Analysis of
Financial Condition and Results of Operations," and "Description of Business" in
this Annual Report on Form 10-KSB are forward-looking statements. These
statements involve known and unknown risks, uncertainties and other factors that
may cause our actual results, levels of activity, performance or achievements to
be materially different from any future results, levels of activity,
performance, or achievements expressed or implied by forward-looking statements.

         In some cases, you can identify forward-looking statements by
terminology such as "may," "should," "expects," "plans," "anticipates,"
"believes," "estimates," "predicts," "potential," "proposed," "intended," or
"continue" or the negative of these terms or other comparable terminology. You
should read statements that contain these words carefully, because they discuss
our expectations about our future operating results or our future financial
condition or state other "forward-looking" information. There may be events in
the future that we are not able to accurately predict or control. Before you
invest in our securities, you should be aware that the occurrence of any of the
events described in this Annual Report could substantially harm our business,
results of operations and financial condition, and that upon the occurrence of
any of these events, the trading price of our securities could decline and you
could lose all or part of your investment. Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, growth rates, levels of activity, performance
or achievements. We are under no duty to update any of the forward-looking
statements after the date of this Annual Report to conform these statements to
actual results.









                                      -2-



ITEM 1.  BUSINESS

GENERAL

         Syscan Imaging, Inc. (formerly known as "BankEngine Technologies, Inc."
and referred to herein as "Syscan" or "Company") develops, designs and delivers
imaging technology solutions offering businesses and consumers market-leading
USB powered mobile imaging scanning solutions that facilitate the way
information is stored, shared and managed in business and personal use. We
market and distribute our products indirectly through a global network of
resellers, system integrators, value-added resellers, and distributors; and
directly to businesses and consumers through a dedicated direct sales force. Our
products may be viewed on our website at www.syscaninc.com. We believe that the
value of our mobile image scanning solutions is best realized in vertical
markets that are information and process intensive, such as healthcare,
security, financial services, legal and government.

         Syscan has developed its business model around intellectual property
(IP) driven products sold primarily to Private Label brands,
Value-Added-Reseller (VAR's) and Original Equipment Manufacturer's (OEM's). Our
core experience, expertise, and resources lend themselves to developing new
technology solutions and implementing them into useable finished products. Going
forward we plan on leveraging our current IP and these core competencies in
other areas of the imaging market. To that end we have allocated certain
resources over the past year to exploiting various crossover technologies to the
LCD display technology arena and have accordingly filed related patent
applications.

         Our corporate headquarters and executive offices are located at 1772
Technology Drive, San Jose, California 95110. Our telephone number is
408-436-6151. We have additional offices in Arnhem, NL and Shenzhen, China. Our
Annual Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB, Proxy
Statements relating to our annual meetings of stockholders, Current Reports on
Form 8-K and amendments to these reports are available free of charge on our
website at www.syscaninc.com, as well as from the SEC's website at www.sec.gov.

BACKGROUND

         On April 2, 2004, Syscan Imaging, Inc. completed its acquisition of
100% of the issued and outstanding capital stock of Syscan, Inc., pursuant to a
Share Exchange Agreement ("Agreement") dated March 29, 2004. Pursuant to the
Agreement, the sole shareholder of Syscan, Inc., Syscan Imaging Limited,
received 18,773,514 post-reverse split shares of our common stock in exchange
for all of the issued and outstanding capital stock of Syscan, Inc. In
connection with the issuance of our common stock to Syscan Imaging Limited,
Syscan Imaging Limited beneficially became the owner of 81.2% of our issued and
outstanding voting securities.

         Upon completion of the reverse acquisition, we changed our name to
Syscan Imaging, Inc. and effectuated a 1-for-10 reverse split of our common
stock.





                                      -3-



         Our wholly-owned subsidiary, Syscan Inc., was founded in Silicon Valley
in 1995 to develop and manufacture a new generation of CIS (CMOS-Complimentary
Metal Oxide Silicon) imaging sensor devices. During the late 1990's, the company
established many technical milestones and was granted numerous patents based on
their linear imaging technology (Contact Image Sensors). Our patented CIS and
mobile imaging scanner technology provides very high quality images but at
extremely low power consumption, allowing us to deliver very compact scanners in
a form ideally suited for the mobile computer user who needs to scan and/or fax
documents while away from their office.

         This "enabling" technology is found in a variety of applications such
as document management, ID card and passport security scanners, bank note/check
verification, business card readers, scanning 2D bar codes and optical mark
readers used in lottery terminals. We have grown to be one of the largest OEM --
private label manufacturers of mobile scanning systems and contact image sensor
modules for a large number of major brands such as PENTAX, COREX, VISIONEER,
DATACOLOR, DIGIMARC, SCANSOFT, NORTEK and OMRON. Our vertically integrated
design and manufacturing model allows rapid time-to-market for these leading
companies. Our manufacturing is completed in China by a wholly-owned subsidiary
of the parent company of our majority stockholder, which provides a low-cost
manufacturing base for these industrial and consumer products.

MARKET OPPORTUNITY

         IMAGE SCANNING
         In the past decade, information has become an increasingly important
source of capital for businesses and enterprises, and the speed and
sophistication of information exchange is often a defining characteristic of the
most successful entities worldwide. Many organizations define their strategy,
assess their ability to compete and manage their customer relationships based on
the quality, diversity and availability of their information products, services
and resources. The medium and optimal format for vital business information is
wide and varied, and includes paper, electronic files and Web content.

         Confronted by exponentially increasing information through more and
more channels, consumers and business personnel employ a variety of resources
for retrieving information, conducting transactions and performing their jobs.
The Internet and related corporate infrastructure have emerged as a powerful
global communications network and channel for business. These electronic systems
have fundamentally changed the way organizations and consumers obtain
information, communicate, purchase goods and conduct business.

         Businesses around the world share a common motivation to improve
operating efficiency and enhance customer service. Customer satisfaction,
employee productivity and company operating results can often be linked to an
organization's ability to effectively manage, utilize and communicate
information.

         We believe there is a significant opportunity for our solutions to help
simplify the way people access, share, manage and use information in business
and in daily life. Our strategy is to deliver premier, comprehensive imaging
technologies. Our imaging solutions eliminate the need to manually reproduce
documents, automate the integration of documents into business systems, and
enable the use of electronic documents and forms over the Internet, through
mobile faxing and other business applications. Our products and technologies
deliver a measurable return on investment to our customers.




                                      -4-


IMAGE DISPLAY

         The television has over time revolutionized the way the masses
worldwide live their lives. It provides an audiovisual experience that delivers
information and entertainment directly into our homes and businesses. Since its
introduction in 1930's the TV has become a ubiquitous part of life for the
majority worldwide. In 1936 there were a mere 200 TV sets in use world-wide, by
1945 that number had risen to approximately 7,000 in the United States alone and
by 1948 the number of TV's in use in the US surpassed one million. An estimated
180 million TV's were sold world wide in 2004.

         Since its introduction the mechanics of the TV have changed very little
relying in large part on the Cathode Ray Tube (CRT). This technology provided
the best picture but weight and bulkiness became limiting factors to screen size
toping out at around forty inches. It was the introduction of the VCR that
primarily drove the demand for larger screen sizes in order to bring the movie
theater experience into the home. In response to this demand various types of
projection models were introduced. Originally the projection models solved the
screen size issue but the picture quality and viewing angel could not match that
of the CRT models and they were still bulky taking up valuable floor space.

OUR MARKETS AND SOLUTIONS

         We are the leading manufacturer of USB powered mobile image scanning
devices that allow users to incorporate images and documents in digital
applications, systems and devices. Our products and technologies automate manual
processes and help enterprises, professionals and consumers increase
productivity, reduce costs and save time. We currently deliver premier,
comprehensive technologies and products in the imaging scanning market and plan
to expand our business to include new technologies based on our current patented
IP and products for the image display market, specifically the LCD TV market.

OVERVIEW OF IMAGE SCANNING MARKET

         The Internet has changed many things, including the way people create
and share information. The ease and popularity of email has reduced people's
dependency on fax machines and postal service, while magazines and newspapers
now deliver as much information through Web-based material as they do in print.
Almost every office worker and many consumers at home use a computer, and a vast
majority of those are connected to the Internet or a network. Despite advances
in technology and networks, businesses are still confronted with productivity
challenges associated with creating, sharing and working with documents

         We believe there is a market opportunity for mobile image scanners that
maximize value and efficiency for information and documents processes. Our
imaging solutions simplify the way businesses and consumers store and share
documents.




                                      -5-


         Despite the broad use of computing systems in enterprises, the majority
of business information is still maintained in paper form. The proliferation of
PDF as a digital document standard has allowed for the simple scanning, storage
and sharing of important documents. Enterprises, workgroups and individuals seek
solutions that integrate paper and static PDF documents into their business
processes, allowing them to automate the way they store, use and share
information. From printing, signing, scanning, sending and then storing
important documents to scanning various pictures and graphs for use in a power
point presentation image scanning has become a viable enhancement to paper
storage. Our solutions are used in professional office settings, particularly in
the government, legal, finance, real estate and education sectors.

DIGITAL PAPER MANAGEMENT. As the volume and complexity of corporate data
continues to multiply, organizations are increasingly challenged in their
efforts to manage all of their paper and digital documents. The wide dispersion
of documents makes finding information even more difficult, time-consuming and
costly. As a result, businesses need solutions that allow individuals,
workgroups or the entire organization to more efficiently organize, find and
share business documents.

         Our digital paper management solutions, convert paper into digital
documents that can be easily archived, retrieved and shared. Our image scanning
devices can be used to preserve an image of a document exactly as it appears on
paper. Third party software then automatically indexes the scanned image, so
that it can be stored together with other digital documents on a desktop, over a
network or within an enterprise content management system. In a single search,
users can quickly find scanned documents and existing digital files that match
the search criteria.

         These digital documents can then be transferred into email, print and
other business applications. This streamlines the flow of documents between
workers, decreasing the time and costs associated with managing and using paper
documents. Our solutions are packaged with comprehensive third party software
that assist the user in moving images into established file systems to simplify
the transfer of documents between desktop and enterprise content management
systems.

OVERVIEW OF IMAGE DISPLAY MARKET

         The image display market as specifically related to the LCD flat panel
display (FPD) TV is evolving at a rapid pace. Various new technologies have been
vying for mass acceptance driven predominately by pricing and visual
performance. To date Plasma technology has been the leader in delivering a price
performance value in the larger screen sizes typically 42" and up. With this
technology comes certain long term challenges. While Plasma technology continues
to be viable many believe that the LCD format is likely to be the long term
leader as the size to price ratios converge. The FPD-TV market is currently in
the process of major transition, as several technologies challenge plasma
technology as the dominant force in large format displays. This transition, we
believe, will happen over the next 24-36 months as the major (tier 1)
competitors lead the way. The current market leaders are Samsung, Sony, Sanyo




                                      -6-


and Toshiba with other 1st tier suppliers being Phillips, LG, Sampo, Panasonic
and Hitachi. Some of these tier one competitors compete under different brand
names and in collaboration with regional brands in the international markets.
The tier 2 competitors add another 15-30 (considering on private label brands)
competitors to the already crowded marketplace. In short, there are roughly
30-40 different competitors worldwide in the FPD-TV market worldwide. Several of
the tier one suppliers have already announced emerging FPD-TV technology, such
as Sony in June 2004 disclosing that it would transition to LCD technology in
the coming years and further scheduling the introduction of the first
commercially available light-emitting diode (LED) backlit LCD display.

OUR COMPETITIVE STRENGTHS

CORE TECHNOLOGY ASSETS. In recent years, we have developed and acquired
technology assets, intellectual property and industry expertise in mobile image
capture. A significant investment in capital and time would be necessary to
replicate our current capabilities. We continue to invest in the advancement of
our technologies to maintain our market leading position and to develop new
applications. As of December 31, 2004, we had 8 full-time employees in research
and development, and our technologies were covered by 14 issued patents held by
us all of which are U.S. patents. Our technology is also covered by 5 issued
patents in Taiwan. We also have 3 patent applications currently pending with the
US Patent & Trademark Office, 2 of which relate to image display technology and
one of which relates to image scanning.

BROAD DISTRIBUTION CHANNELS. We maintain an extensive network of resellers to
address the needs of specific markets, such as financial, legal, healthcare and
government. We believe that our extensive channel relationships increase the
difficulty for competitors to develop a similar channel network and make it
difficult for our products to be displaced. In addition, our far-reaching
channel network enables us to introduce new products quickly and effectively
throughout the global marketplace.

LEADING MARKET SHARE. We are the market leader in USB powered mobile image
scanning. Organizations tend to look to established market leading vendors when
making product selections. As the established manufacture in our markets, we
believe we can target and win more partnership arrangements and new customers
than our competition.

INTERNATIONAL FOCUS. Our company's international experience and diverse heritage
allow us to efficiently compete on a global basis. We recognize cultural and
language benefits in both manufacturing and sales.

OUR STRATEGY

PURSUE HIGH GROWTH MARKETS IN IMAGE SCANNING. We intend to leverage our
technologies and market leadership to expand our opportunities in mobile and
other markets. We also intend to pursue emerging opportunities to use our
technology within consumer devices, and other wide spread devices. To expand our
position in mobile image scanning, we intend to introduce new versions of our
products and applications; complete new license agreements with customers and
partners that will resell our technologies; and make strategic acquisitions that
we believe complement our existing solutions and resources in various evolving
markets.




                                      -7-



EXPAND IMAGE SCANNING SOLUTIONS. We intend to enhance the value of our imaging
scanning solutions for enterprises to address the proliferation of security
related applications, the expanded use of content management systems, and the
widespread adoption of networked multifunction and digital image scanning
devices. We intend to introduce new products or new versions of existing
products to take advantage of these growth opportunities. We also plan to
enhance our software development toolkits so our technologies can be integrated
with more third-party solutions.

FOCUS ON SPECIFIC VERTICAL MARKETS. We intend to focus our marketing and sales
resources to generate demand and deliver solutions in specific vertical markets.
The value of our solutions is best realized in vertical markets that are
information and process intensive, such as healthcare, telecommunications,
financial services, legal and government. In addition, we intend to offer custom
versions of certain applications and products for specific vertical markets such
as medical, legal and utilities.

EXPAND WORLDWIDE CHANNELS. We intend to expand our global channel network and
build upon our existing distribution channels, especially in Europe, Asia and
Latin America. In particular, we intend to replicate our successful North
American value-added reseller channel in Europe. Along these lines, we intend to
add sales employees in different geographic regions and launch programs and
events to help recruit new partners for our channel network.

PURSUE STRATEGIC ACQUISITIONS. We will selectively pursue strategic acquisitions
of companies in the image capture and display industry that could compliment our
business model, improve our competitive positioning and expand our offerings to
the marketplace, of which there can be no assurance. In identifying potential
acquisition candidates we will seek to acquire companies with varied
distribution channels, rich intellectual property (IP) and high caliber
engineering personnel.

         Over the past twelve months we have begun focusing our sales and
marketing efforts substantially towards the vertical markets such as the Value
Added Reseller (VAR) and small-office-home-office (SOHO) markets. We believe
focusing on these markets is the most effective way to showcase our
technological capabilities and manufacturing efficiencies, while enabling us to
maintain higher margins, and require fewer resources than working directly with
the mass retailers.

         For the FPD-TV market, we are concentrating our efforts and investment
towards an LCD product that uses LED's as a backlight source. Most of our LCD
FPD-TV strategy is leveraged on core technologies and market synergy that we
established in the image capture (scanning) market since our scanner devices
utilize LED's as a light source, and the precise control of this light source is
a critical capability in the performance and ultimate market success of this new
technology. In order to meet the competitive requirements, we believe that we
will need a collaborator (or partner) that has significant experience in the FPD
panel design and tooling. A partner also reduces the time-to-market and overall
risk associated with entry into the marketplace.




                                      -8-



PRODUCTS

         IMAGE SCANNING PRODUCTS

                  TRAVEL SCAN

         We are actively shipping five image capture products under the Travel
Scan marquee or their OEM counterparts. The Travel Scan series features portable
lightweight scanning in color and black & white with low power consumption that
requires no power adapter. The 2300U-USB is a 300dpi A4 scanner which
represented approximately 7% of our sales during the year ended December 31,
2004. The 464, like the 2300 series, is an A4 scanner with 600dpi resolution as
opposed to 300dpi resolution. The 464 is currently our most popular A4 product
and represented approximately 22% of our sales for the year ended December 31,
2004. The 662 has an A6 scanning area ideal for photos, checks, passports and
various identification cards. The 662 is our first product geared towards, and
being implemented in, the fast growing security industry. The 662 is our best
selling product and represented approximately 45% of our sales during the 12
months ended December 31, 2004. Our fifth product representing approximately 6%
of our sales during the 12 months ended December 31, 2004, is the 860 Business
Card reader. A different version of the 860 represents approximately 12% of our
860 Business Card reader sales on the product and was specifically designed for
one of our OEM customers that maintains the leading market share for this
category of products worldwide.

                  CONTACT IMAGE SENSOR (CIS) MODULES

         In addition to the Travel Scan product line, we also design, configure
and sell the Contact Image Sensor (CIS) Modules that we use in our products and
separately as a component to other manufacturers. These manufacturers, that we
sell our modules to, integrate our modules into their products. The product
applications typically include check and currency scanners, copiers, and fax
machines, and the finished product is resold by the manufacturer to the
retailer. The CIS business represented approximately 5% of our overall sales
during the 12 months ended December 31, 2004.

                  PRODUCTS IN DEVELOPMENT

         We intend to expand our image capture product line with three new
products, each of which we intend to release in 2005. The first product is a
high-quality true-duplex high-speed A4 scanner in which our customers have
expressed interest. Several OEM and VAR brands have formally agreed to partner
with us in the product launch. The second product is an A6 scanner that follows
in the footsteps of the current 662 but is high speed and allows true duplex
scanning, allowing image capture of both sides of a two-sided document
simultaneously. The third product is a specialized security document scanner
that utilizes infrared light sources to help in the process of identifying
fraudulent or tampered with documents. With the growing concerns over Homeland
Security and the implementation of the Patriot Act in the United States, we
believe this product has the ability to address these evolving security
requirements and needs. We believe that this product not only addresses today's
security scanning needs, but also anticipates the proliferation of new
technologies such as digital watermarking.




                                      -9-



         IMAGE DISPLAY PRODUCTS

                  VIEW TECH CONTROL BOARD

         Our first image display product, expected to be available for delivery
during the second half of 2005 is the Syscan View Tech image/video display
processor. The View Tech control board is a highly integrated, high performance
video processor that combines state-of-the-art scaling and video processing
techniques for displaying analog and digital video/graphics on a LCD-TV/DTV
display. We believe that this product will provide advanced image processing
that will greatly enhance LCD display quality. Its state-of-the-art design
incorporates a system-on-chip (SOC) that improves any pixilated multimedia
video.

                  FUTURE PRODUCTS

         The next product/technology that we are developing is a Light Emitting
Diode (LED) backlighting solution to replace the industries current standard
Cold Cathode Fluorescent Lamp (CCFL). The principal behind this technology is
related to the proprietary technology used in our image capture products. We
believe the benefits of LED backlighting are substantial, including longer life,
higher dimming ratio, sharper contrast, and near high definition resolution
without filters, all at a performance value.

SALES, DISTRIBUTION AND FULFILLMENT

         We market and distribute our products indirectly through a global
network of OEM's, system integrators, value-added resellers and regional
distributors.

         We have established relationships with more than 25 channel partners,
including leading system vendors, value-added resellers and regional
distributors, through which we market and distribute our products and solutions.
In image scanning, companies such as Visioneer and Xerox include our technology
in their scanners, as well as multifunction devices that combine multiple
capabilities.

         In addition our products are sold through a variety of retail and
e-tail channels including but not limited to CDW, Ingram Micro, Outpost.com and
Fry's Electronics.

MANUFACTURING

         All of our products are manufactured by Syscan Technology Holdings
(STH), the parent company of our majority stockholder. We and STH have
established an internal- pricing agreement that is updated on a semi-annual
basis. STH serves as the exclusive manufacturer of all current and future image
capture products to be produced by us. We believe, for quality control and
pricing reasons that this type of relationship is more favorable then could be
attained from unaffiliated third-parties. We purchase and provide STH with
critical parts and components necessary to manufacture our products.




                                      -10-



         STH warrants the products it manufactures for us against defects in
material and workmanship for a period of 12 months after the completion of
manufacture. After such 12 month period, STH has agreed to provide repair
services for the products to us at its customary hourly repair rate plus the
cost of any parts, components or items necessary to repair the products.

         Since STH is the primary manufacturer of all of our current products,
if the operations of STH are interrupted or if our orders or orders of other STH
clients exceed the manufacturing capabilities of STH, STH may not be able to
deliver our products to us on time and we may not be able to deliver our
products to our customers on time, which could adversely affect our business,
reduce our revenues and significantly harm our relationship with our customers.
We have the right at anytime to engage third parties to manufacture some or all
of our products.

          We believe that it could take approximately three to six months to
secure a third-party manufacturer to supplement STH's manufacturing capabilities
and approximately six to twelve months to replace STH as our sole manufacturer.
Although we believe that there are a number of third-party manufacturers (other
than STH) available to us, we cannot assure that we would be able to secure
another manufacturer on terms favorable to us, or at all, or how long it would
take us to secure such manufacturing.

SUPPLIERS

        All of the raw materials, parts, components and other items that are
required to manufacture our products are purchased by us. We rely on a single or
limited number of suppliers for such raw materials, parts, components and other
items. Although there are many suppliers for each of these raw materials, parts,
components and other items, we are dependent on a limited number of suppliers
for many of the significant raw materials and components. We do not have any
long-term or exclusive purchase commitments with any of such suppliers. Our
failure to maintain existing relationships with our suppliers or to establish
new relationships in the future could also negatively affect our ability to
obtain the raw materials and components used in the manufacture of our products
in a timely manner. If we are unable to obtain ample supply of product from our
existing suppliers or alternative sources of supply, we may be unable to satisfy
our customers' orders which could reduce our revenues and adversely affect our
relationship with our customers.

PROPRIETARY TECHNOLOGY

         We exploit our proprietary technology, trade secrets, know-how,
continuing technological innovations and licensing opportunities to maintain our
competitive position. We rely on patent law, copyright law, trade secret laws,
secrecy, technical measures, licensee agreements and non-disclosure agreements
to protect our technology, trade secrets and other proprietary rights. Our
policy is to file patent applications to protect technology, inventions and
improvements that are important to the development of our business, to maintain
a technological advantage over our competitors and to in some cases generate
licensing revenue. In this regard, we have obtained patents that directly relate
to our products. Our mobile imaging scanning technologies are covered by
numerous patents and patent applications owned by us. We currently have 14
issued patents held by us all of which are U.S. patents. Our technology is also
covered by 5 issued patents in Taiwan. We also have 3 patent applications
currently pending with the US Patent & Trademark Office, 2 of which relate to
image display technology and one of which relates to image scanning. These
patents expire on various dates between 2017 and 2022.




                                      -11-



         We require our employees to execute confidentiality and invention
assignment agreements in order to protect our proprietary technology and other
proprietary rights. We also rely on trade secrets and proprietary know-how to
protect our proprietary rights.

RESEARCH AND DEVELOPMENT

         The market for our products and services is characterized by rapid
technological change, frequent new product introductions and enhancements,
evolving industry standards, and rapidly changing client requirements. As a
result, we believe that our future growth is highly dependent on the timely and
efficient introduction of new and updated products and technology. As of
December 31, 2004, we employed or directly contracted 8 people in research and
development, 2 of whom are located in international locations. Our employees
based in overseas facilities extend our global focus while often lowering our
overall cost of research and development. To promote efficiency in our research
and development efforts, we have organized the effective use of global
development teams and a comprehensively integrated development process. In
addition, we have developed and refined our time-to-market process, which
contributes to cost-effective resource management while promoting technology
sharing across programs.

         Our future success will depend in part on our ability to anticipate
changes, enhance our current products, develop and introduce new products that
keep pace with technological advancements and address the increasingly
sophisticated needs of our clients. Our research and development expenses for
the twelve months ending December 31, 2004 and the twelve months ended December
31, 2003 were $528,417 and $799,825, respectively. We expect that we will
continue to commit significant resources to research and development in the
future, specifically with respect to the LCD market. To date we have not
capitalized any research and development expenses and all costs have been
expensed as incurred.

INTERNATIONAL OPERATIONS

         Our international operations include research and development, customer
support and sales and marketing. Our international research and development is
conducted in the US and China. Additionally sales and support offices are
located in the US, the Netherlands and China to support our current
international customers and to expand our international revenue opportunities.

         Geographic revenue classification is based on the country in which the
sale is invoiced. Revenue for the twelve months ended December 31, 2004 was 93%
North America and 7% international, versus 80% North America and 20%
international for the year ended December 31, 2003.

         Additional financial information relating to foreign and domestic sales
and operations for each of the twelve months ended December 31, 2004 and the
year ended in the period ended December 31, 2003 is set forth in Note 1, "
Geographic Sales and Significant Customers," of the Notes to Consolidated
Financial Statements.



                                      -12-



COMPETITION

         There are a number of companies that develop or may develop products
that compete in our targeted markets; however, currently there is no one company
that competes with us in all of our product areas. The individual markets in
which we compete are highly competitive, and are subject to rapid technology
changes. Within image capture, we compete directly with Plustek, Mustek and
Silitek. Within Image Display, we will compete with Sony, Samsung, Sharp, Sanyo
and Phillips. In image scanning, we compete with numerous companies, some of
which are our private label partners. In addition, a number of smaller companies
in both image scanning and image display technologies are in some markets
competitive with our solutions. Current and potential competitors have
established, or may establish, cooperative relationships among themselves or
with third parties to increase the ability of their technologies to address the
needs of our prospective customers. Most of our competitors in each of the
markets in which we compete have significantly greater financial, technical and
marketing resources than us. These competitors may be able to respond more
rapidly than we can to new or emerging technologies or changes in customer
requirements. They may also devote greater resources to the development,
promotion and sale of products than we do.


EMPLOYEES

         As of December 31, 2004, we employed 18 people on a full-time basis, 12
in the United States and 6 internationally. Of the total, 8 were in product
research and development, 2 in sales and marketing, 4 in operations and support,
and 4 in finance and administration. From time-to-time, as the need arises, we
contract with STH for the use of certain of their R&D and engineering personnel.
None of our employees located in the United States or internationally are
represented by unions or collective bargaining agreements. We have experienced
no work stoppages and believe that our employee relations are good. We have
utilized the services of consultants, third-party developers, and other vendors
in our sales, development, manufacturing activities and finance and
administration functions.

RECENT FINANCINGS

         On March 15, 2005, we sold $1,865,000 of our Series A Convertible
Preferred Stock to institutional and accredited retail investors in a private
offering pursuant to exemption from registration under Section 4(2) of the
Securities Act of 1933, as amended (the "SECURITIES ACT"). We intend to use the
net proceeds from the financing for sales, marketing, research and development
and for working capital and general corporate purposes. Starboard Capital
Markets, LLC, an NASD member firm, acted as placement agent in the sale of the
Preferred Stock, for which it received $186,500 in commissions and 186,500
warrants to purchase shares of our common stock, par value $.001 per share
("COMMON STOCK") at an exercise price equal to $1.00 per share. We also paid
legal fees of $25,000 to counsel for the Investors. The net proceeds of this
offering to the Company after the payment of commissions, fees and other
expenses of the offering were approximately $1,653,500.



                                      -13-



         In connection with the financing, we also issued to the purchasers
common stock purchase warrants (the "WARRANTS") to purchase up to an aggregate
of 932,500 shares of our Common Stock at an exercise price of $2.00 per share.
The Warrants are exercisable for a period of five years from the date of
issuance. We have agreed, pursuant to a registration rights agreement, to
register the shares of Common Stock issuable upon conversion of the Preferred
Stock and upon exercise of the Warrants with the Securities and Exchange
Commission ("REGISTRATION RIGHTS AGREEMENT").

         The following describes certain of the material terms of the financing
transaction with the purchasers. The description below is not a complete
description of the material terms of the financing transaction and is qualified
in its entirety by reference to the agreements entered into in connection with
the financing which have been included as exhibits to this Annual Report.

         PREFERRED STOCK CONVERSION RIGHTS. All or any portion of the stated
value of Preferred Stock outstanding may be converted into common stock at
anytime by the purchasers. The initial fixed conversion price of the preferred
stock is $1.00 per share ("CONVERSION PRICE"). The Conversion Price is subject
to anti-dilution protection adjustments, on a weighted average basis, at anytime
that the preferred stock is outstanding and prior to the effective date of the
registration statement required to be filed pursuant to the Registration Rights
Agreement, upon our issuance of additional shares of Common Stock, or securities
convertible into Common Stock, at a price that is less than the then Conversion
Price.

         DIVIDENDS. The Preferred Stock shall accrue dividends at a rate of 5%
per annum, payable semiannually on July 1 and January 1 in cash, by accretion of
the stated value or in shares of Common Stock. Subject to certain terms and
conditions, the decision whether to accrete dividends to the stated value of the
Preferred Stock or to pay for dividends in cash or in shares of Common Stock,
shall be at our discretion.

         REDEMPTION. On March 14, 2008 (the "REDEMPTION DATE"), all of the
outstanding Preferred Stock shall be redeemed for a per share redemption price
equal to the stated value on the Redemption Date (the "REDEMPTION PRICE"). The
Redemption Price is payable by us in cash or in shares of Common Stock at our
discretion and shall be paid within five trading days after the Redemption Date.
In the event we elect to pay all or some of the Redemption Price in shares of
Common Stock, the shares of Common Stock to be delivered to the purchasers shall
be valued at 85% of the fifteen-day volume weighted average price of the Common
Stock on the Redemption Date.

         RIGHT TO COMPEL CONVERSION. If, on any date after March 14, 2006, (A)
the closing market price for a share of Common Stock for ten (10) consecutive
trading days equals at least $4.00 (subject to adjustment for certain events),
and (B) the average reported daily trading volume during such ten-day period
equals or exceeds 100,000 shares, then we shall have the right, at our option,
to convert, all, but not less than all, of the outstanding shares of Preferred
Stock at the Conversion Price; provided that the Registration Statement shall be
effective at all times during such 10-day period and during the 30-day notice
period to the purchasers.




                                      -14-



         WARRANT TERMS. The Warrants grant purchasers the right to purchase up
to an aggregate of 932,500 shares of our Common Stock at an exercise price of
$2.00 per share. The Warrants expire on March 14, 2010 and must be exercised by
the payment of cash, except if there is no effective registration statement
covering the resale of the shares of Common Stock underlying the Warrants, at
which time a holder thereof may exercise their Warrants on a cashless basis.

         RESTRICTIONS ON CONVERSION OF PREFERRED STOCK AND EXERCISE OF WARRANT.
No individual Investor is entitled to receive shares upon payment of dividends
on the Preferred Stock, or upon conversion of the Preferred Stock held by such
purchaser if such receipt would cause such purchaser to be deemed to
beneficially own in excess of 4.999% of the outstanding shares of our Common
Stock on the date of issuance of such shares (such provision may be waived by
such Investor upon 61 days prior written notice to us). In addition, no
individual purchaser is entitled to receive shares upon payment of dividends on
the Preferred Stock, or upon conversion of the Preferred Stock held by such
Investor if such receipt would cause such purchaser to be deemed to beneficially
own in excess of 9.999% of the outstanding shares of our Common Stock on the
date of issuance of such shares (such provision may be waived by such Investor
upon 61 days prior written notice to us).

         None of the individual holders of the Warrants are entitled to exercise
any such Warrant held by them, if such exercise would cause such holder to be
deemed to beneficially own in excess of 4.999% of the outstanding shares of our
Common Stock on the date of issuance of such shares

         REGISTRATION RIGHTS. Pursuant to the terms of a Registration Rights
Agreement between us and the purchasers, we are obligated to file a registration
statement on Form SB-2 (or if Form SB-2 is not available another appropriate
form) registering the resale of shares of our Common Stock issuable upon
conversion of the Preferred Stock and exercise of the Warrants. We are required
to file the registration statement within 40 days of March 15, 2005 and have the
registration statement declared effective within 120 days of March 15, 2005. If
the registration statement is not timely filed, or declared effective within the
timeframe described, or if the registration is suspended other than as
permitted, in the Registration Rights Agreement, we will be obligated to pay
each purchaser a fee equal to 1.0% of such Investor's purchase price of the
Preferred Stock during the first 90 days, and 2.0% for each 30 day period
thereafter (pro rated for partial periods), that such registration conditions
are not satisfied.

         RIGHT OF FIRST REFUSAL. Subject to certain conditions, we have granted
the purchasers a right of first refusal, for a period of one (1) year from the
effective date of the registration statement required to be filed in connection
with this transaction, to participate in any subsequent financing that we
conduct.

         VOTING RIGHTS. Holders of the Preferred Stock shall have no voting
rights. However, so long as any shares of Preferred Stock are outstanding, we
shall not, without the affirmative vote of the holders of a majority of the
shares of the Preferred Stock then outstanding, (a) alter or change adversely
the powers, preferences or rights given to the Preferred Stock or alter or amend
the Series A Certificate of Designation, (b) authorize or create any class of
stock ranking as to dividends or distribution of assets upon a liquidation
senior to or otherwise PARI PASSU with the Preferred Stock, (c) amend our
certificate or articles of incorporation or other charter documents so as to
affect adversely any rights of the holders of the Preferred Stock, (d) increase
the authorized number of shares of Preferred Stock, or (e) enter into any
agreement with respect to the foregoing.




                                      -15-



         LIQUIDATION PREFERENCE. Upon any liquidation, dissolution or winding up
of the company, whether voluntary or involuntary (a "LIQUIDATION"), the holders
of the Preferred Stock shall be entitled to receive out of our assets, whether
such assets are capital or surplus, for each share of Preferred Stock an amount
equal to the stated value per share before any distribution or payment shall be
made to the holders of any of our securities with rights junior to the Preferred
Stock, and if our assets shall be insufficient to pay in full such amounts, then
the entire assets to be distributed to the holders of the Preferred Stock shall
be distributed among such holders ratably in accordance with the respective
amounts that would be payable on such shares if all amounts payable thereon were
paid in full.

         In February 2004, we sold 50,000 shares of our common stock at a price
of $1.00 per share to one accredited investor in a private offering pursuant to
an exemption from registration under Section 4(2) of the Securities Act. The
proceeds from this sale were used to fund working capital and general corporate
expenses, including expenses incurred in connection with the acquisition of
Syscan, Inc. in April 2004.

AVAILABLE INFORMATION

         We file annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any document we file with the Commission at the Commission's public
reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549, 233 Broadway,
New York, New York 10279, and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. Please call the Commission at 1-800-SEC-0330
for further information on the public reference rooms. Our Commission filings
are also available to the public from the Commission's Website at
"http://www.sec.gov." We make available free of charge our annual, quarterly and
current reports, proxy statements and other information upon request. To request
such materials, please contact our Corporate Secretary at our address as set
forth above.

         We maintain a Website at "http://www.syscaninc.com" (this is not a
hyperlink, you must visit this website through an internet browser). Our Website
and the information contained therein or connected thereto are not incorporated
into this Annual Report on Form 10-KSB.







                                      -16-



                                  RISK FACTORS

         AN INVESTMENT IN OUR COMPANY IS EXTREMELY RISKY. YOU SHOULD CAREFULLY
CONSIDER THE FOLLOWING RISKS, IN ADDITION TO THE OTHER INFORMATION PRESENTED IN
THIS ANNUAL REPORT BEFORE DECIDING TO PURCHASE OUR SECURITIES. IF ANY OF THE
FOLLOWING RISKS ACTUALLY MATERIALIZE, OUR BUSINESS AND PROSPECTS COULD BE
SERIOUSLY HARMED, THE PRICE AND VALUE OF OUR SECURITIES COULD DECLINE AND YOU
COULD LOSE ALL OR PART OF YOUR INVESTMENT.

RISKS RELATING TO OUR BUSINESS

BECAUSE WE DEPEND ON A SMALL NUMBER OF KEY CUSTOMERS, OUR BUSINESS COULD BE
ADVERSELY AFFECTED IF WE FAIL TO RETAIN THESE CLIENTS AND/OR OBTAIN NEW CLIENTS
AT A LEVEL SUFFICIENT TO SUPPORT OUR OPERATIONS AND/OR BROADEN OUR CLIENT BASE.

         During the year ended December 31, 2004 three of our customers
accounted for approximately 69% of total revenues. During the year ended
December 31, 2003, three customers accounted collectively for approximately 59%
of total revenues. The loss of any of our largest clients could have a material
adverse effect on our business.

FOR THE YEAR ENDED DECEMBER 31, 2004 WE SUFFERED A NET LOSS AND WE MAY CONTINUE
TO INCUR LOSSES FOR THE FORESEEABLE FUTURE.

         During the fiscal year ended December 31, 2004, we had a decrease in
revenues and we sustained an operating loss and cannot be sure that we will
again operate profitably in the future. During the fiscal year ended December
31, 2004, our revenues decreased by $1.4 million from $7.457 million for the
year ended December 31, 2003 to $6.058 million for the year ended December 31,
2004. In addition, we had a net loss of approximately $180,000 for the year
ended December 31, 2004, as compared to net income of $835,232 for the year
ended December 31, 2003.

WE OUTSOURCE THE MANUFACTURING OF OUR IMAGE SCANNING PRODUCTS TO SYSCAN
TECHNOLOGY HOLDINGS LIMITED (STH), THE PARENT COMPANY OF OUR MAJORITY
SHAREHOLDER, AND IF THE OPERATIONS STH ARE INTERRUPTED OR IF OUR ORDERS EXCEED
THE MANUFACTURING CAPABILITIES OF STH, WE MAY NOT BE ABLE TO DELIVER OUR
PRODUCTS TO CUSTOMERS ON TIME.

         We currently utilize the manufacturing services of STH the parent
company of our majority stockholder to manufacture all of our current products.
STH serves as the exclusive manufacturer of all current and future image capture
products to be produced by us, although there is no written agreement between us
and STH. STH operates a single facility and if our customers place orders for
large quantities of our products, or if STH's other customers place large orders
of products, may not be able to produce our products in sufficient quantities.
In addition, if the operations of STH were halted or restricted, even
temporarily, or they are unable to fulfill large orders, we could experience
business interruption, increased costs, damage to our reputation and loss of our
customers. Although we have the right to utilize other manufacturers at any
time, identifying and qualifying a new manufacturer to replace STH as the
manufacturer of our products could take several months during which time, we
would likely lose customers and our revenues could be materially delayed and/or
reduced.




                                      -17-



BECAUSE OF OUR RELATIONSHIP WITH STH, CONFLICTS OF INTEREST MAY ARISE BETWEEN US
AND STH.

         Our majority stockholder is a wholly-owned subsidiary of STH and our
Chairman of the Board and Chief Executive Officer was formerly an officer of STH
and beneficially owns approximately 5.33% of STH's outstanding capital stock. In
addition, Darwin Hu our Chairman and Chief Executive Officer serves as a
director of our majority stockholder Syscan Imaging Limited, which is
wholly-owned by STH. This could create, or appear to create, potential conflicts
of interest when members of our senior management are faced with decisions that
could have different implications for us and for STH. For example, conflicts of
interest could arise between us and STH in various areas such as fundraising,
competing for new business opportunities, and other areas. In addition, STH
serves as the exclusive manufacturer of our products. No assurance can be given
as to how potentially conflicted members of our management team will evaluate
their fiduciary duties to us and our majority stockholder, respectively, or how
such individuals will act under such circumstances. Furthermore, the appearance
of conflicts, even if such conflicts do not materialize, might adversely effect
the public's perception of us.

WE DEPEND ON A LIMITED NUMBER OF SUPPLIERS FOR OUR COMPONENTS AND RAW MATERIALS
AND ANY INTERRUPTION IN THE AVAILABILITY OF THESE COMPONENTS AND RAW MATERIALS
USED IN OUR PRODUCT COULD REDUCE OUR REVENUES.

         We rely on a limited number of suppliers for the components and raw
materials used in our image scanning products. Although there are many suppliers
for each of our component parts and raw materials, we are dependent on a single
or limited number of suppliers for many of the significant components and raw
materials. This reliance involves a number of significant risks, including:

     -    unavailability of materials and interruptions in delivery of
          components and raw materials from our suppliers;
     -    manufacturing delays caused by such unavailability or interruptions in
          delivery; and
     -    fluctuations in the quality and the price of components and raw
          materials.

         We do not have any long-term or exclusive purchase commitments with any
of our suppliers. Our failure to maintain existing relationships with our
suppliers or to establish new relationships in the future could also negatively
affect our ability to obtain our components and raw materials used in our
products in a timely manner. If we are unable to obtain ample supply of product
from our existing suppliers or alternative sources of supply, we may be unable
to satisfy our customers' orders which could reduce our revenues and adversely
affect our relationships with our customers.



                                      -18-



OUR BUSINESS COULD BE ADVERSELY AFFECTED IF WE FAIL TO ADAPT TO EMERGING AND
EVOLVING MARKETS.

         The markets for our products are changing rapidly and evolving and,
therefore, the ultimate level of demand for our products is subject to
substantial uncertainty. Most of our historic revenue was generated from selling
image scanning products only. We expect that our future revenues will be
generated by the sale of image scanning and image display products. We intend to
expend significant resources towards developing our image display products. Any
significant decline in demand for image scanning and/or image display products
could materially and adversely affect our business and prospects.

IF WE SHOULD EXPERIENCE RAPID GROWTH, SUCH GROWTH COULD STRAIN OUR MANAGERIAL
AND OPERATIONAL RESOURCES, WHICH COULD ADVERSELY AFFECT OUR BUSINESS.

         Any rapid growth that we may experience would most likely place a
significant strain on our managerial and operational resources. If we continue
to acquire other companies, we will be required to manage multiple relationships
with various clients, strategic partners and other third parties. Further growth
(organic or by acquisition) or an increase in the number of strategic
relationships may increase this strain on existing managerial and operational
resources, inhibiting our ability to achieve the rapid execution necessary to
implement our growth strategy without incurring additional corporate expenses.

WE DEPEND ON OUR MANAGEMENT. IF WE FAIL TO RETAIN KEY PERSONNEL, OUR BUSINESS
COULD BE ADVERSELY AFFECTED.

         There is intense competition for qualified personnel in the areas in
which we operate. The loss of existing personnel or the failure to recruit
additional qualified managerial, technical and sales personnel, as well as
expenses in connection with hiring and retaining personnel could adversely
affect our business. We also depend upon the performance of our executive
officers and key employees in particular, Messrs. Darwin Hu and William Hawkins.
Although we intend to enter into employment agreements with each of Messrs. Hu
and Hawkins, the loss of either of these individuals could have a material
adverse effect upon us. In addition, we have not obtained "key man" life
insurance on the lives of either Messrs. Hu or Hawkins.

         We will need to attract, train and retain more employees for
management, engineering, research and development, sales and marketing and
support positions. As noted above, competition for qualified employees,
particularly engineers and research and development personnel, continues to be
intense. Consequently, we may not be able to attract, train and retain the
personnel we need to continue to offer our products to current and future
customers in a cost effective manner, if at all.



                                      -19-



IF WE FAIL TO RAISE CAPITAL THAT WE MAY NEED TO SUPPORT AND INCREASE OUR
OPERATIONS, OUR BUSINESS COULD BE ADVERSELY AFFECTED.

Our future capital uses and requirements will depend on numerous factors,
including:

     -    the extent to which our products gain market acceptance;
     -    the level of revenues from current and future products;
     -    the expansion of operations;
     -    the costs and timing of product developments and sales and marketing
          activities;
     -    the costs related to acquisitions of technology or businesses; and
     -    competitive developments.

         We may require additional capital in order to continue to support and
increase our sales and marketing efforts, continue to expand and enhance the
products we offer to current and future customers and fund potential
acquisitions. This capital may not be available on terms acceptable to us, if at
all. In addition, we may be required to spend greater-than-anticipated funds if
unforeseen difficulties arise in the course of these or other aspects of our
business. As a consequence, we will be required to raise additional capital
through public or private equity or debt financings, collaborative
relationships, bank facilities or other arrangements. We cannot assure you that
such additional capital will be available on terms acceptable to us, if at all.
Any additional equity financing is expected to be dilutive to our stockholders,
and debt financing, if available, may involve restrictive covenants and
increased interest costs. Our inability to obtain sufficient financing may
require us to delay, scale back or eliminate some or all of our expansion
programs or to limit the marketing of our products. This could have a material
and adverse effect on our business.

WE HAVE NOT PAID DIVIDENDS IN THE PAST AND DO NOT EXPECT TO PAY DIVIDENDS IN THE
FUTURE, AND ANY RETURN ON INVESTMENT MAY BE LIMITED TO THE VALUE OF YOUR STOCK.

         We have never paid any cash dividends on our common stock and do not
anticipate paying any cash dividends on our common stock in the foreseeable
future and any return on investment may be limited to the value of your stock.
We plan to retain any future earnings to finance growth.

OUR MAJORITY STOCKHOLDER, SYSCAN IMAGING LIMITED, AND ITS PARENT COMPANY STH OWN
AND CONTROL A SIGNIFICANT NUMBER OF THE OUTSTANDING SHARES OF OUR COMMON STOCK
AND WILL CONTINUE TO HAVE SIGNIFICANT OWNERSHIP OF OUR VOTING SECURITIES FOR THE
FORESEEABLE FUTURE.

         Syscan Imaging Limited, our majority stockholder, and STH its parent
company, beneficially own approximately 82.1% of our outstanding common stock.
As a result, these entities will have the ability to control our affairs and
business, including the election of directors and subject to certain
limitations, approval or preclusion of fundamental corporate transactions. This
concentration of ownership of our common stock may:

     -    delay or prevent a change in the control;
     -    impede a merger, consolidation, takeover or other transaction
          involving us; or
     -    discourage a potential acquirer from making a tender offer or
          otherwise attempting to obtain control of us.

THE AUTHORIZATION AND ISSUANCE OF "BLANK CHECK" PREFERRED STOCK COULD HAVE AN
ANTI-TAKEOVER EFFECT DETRIMENTAL TO THE INTERESTS OF OUR STOCKHOLDERS.



                                      -20-



         Our certificate of incorporation allows the Board of Directors to issue
preferred stock with rights and preferences set by our board without further
stockholder approval. The issuance of shares of this "blank check preferred"
under particular circumstances could have an anti-takeover effect. For example,
in the event of a hostile takeover attempt, it may be possible for management
and the board to endeavor to impede the attempt by issuing shares of blank check
preferred, thereby diluting or impairing the voting power of the other
outstanding shares of common stock and increasing the potential costs to acquire
control of us. Our Board of Directors has the right to issue blank check
preferred without first offering them to holders of our common stock, as the
holders of our common stock have no preemptive rights.

WE MAY NOT BE ABLE TO COMPLY WITH THE SARBANES-OXLEY ACT.

         The enactment of the Sarbanes-Oxley Act in July 2002 created a
significant number of new corporate governance requirements and additional
requirements may be enacted in the future. Although we expect to implement the
requisite changes to become compliant with existing and new requirements when
they do apply to us, we may not be able to do so, or to do so in a timely
manner.

RISKS RELATED TO OUR INTELLECTUAL PROPERTY AND TECHNOLOGY

UNAUTHORIZED USE OF OUR PROPRIETARY TECHNOLOGY AND INTELLECTUAL PROPERTY WILL
ADVERSELY AFFECT OUR BUSINESS AND RESULTS OF OPERATIONS.

         Our success and competitive position depend in large part on our
ability to obtain and maintain intellectual property rights protecting our
products. We currently and may in the future rely on a combination of patents,
copyrights, trademarks, service marks, trade secrets, confidentiality provisions
and licensing arrangements to establish and protect our intellectual property
and proprietary rights. Unauthorized parties may attempt to copy aspects of our
products or to obtain, license, sell or otherwise use information that we regard
as proprietary. Policing unauthorized use of our products is difficult and we
may not be able to protect our technology from unauthorized use. Additionally,
our competitors may independently develop technologies that are substantially
the same or superior to ours and that do not infringe our rights. In these
cases, we would be unable to prevent our competitors from selling or licensing
these similar or superior technologies. In addition, the laws of some foreign
countries do not protect our proprietary rights to the same extent as the laws
of the United States.

         Third parties have claimed and may claim in the future that we are
infringing their intellectual property, and we could be exposed to significant
litigation or licensing expenses or be prevented from selling our products if
such claims are successful. From time to time, we are subject to claims that we
or our customers may be infringing or contributing to the infringement of the
intellectual property rights of others. We may be unaware of intellectual
property rights of others that may cover some of our technologies and products.
If it appears necessary or desirable, we may seek licenses for these
intellectual property rights. However, we may not be able to obtain licenses
from some or all claimants, the terms of any offered licenses may not be
acceptable to us, and we may not be able to resolve disputes without litigation.
Any litigation regarding intellectual property could be costly and
time-consuming and could divert the attention of our management and key
personnel from our business operations. In the event of a claim of intellectual
property infringement, we may be required to enter into costly royalty or
license agreements. Third parties claiming intellectual property infringement
may be able to obtain injunctive or other equitable relief that could
effectively block our ability to develop and sell our products.



                                      -21-



THE MARKETS IN WHICH WE OPERATE ARE HIGHLY COMPETITIVE AND RAPIDLY CHANGING, AND
WE MAY BE UNABLE TO COMPETE SUCCESSFULLY.

         There are a number of companies that develop or may develop products
that compete in our targeted markets; however, currently there is no one company
that competes with us in all of our product areas. The individual markets in
which we compete are highly competitive, and are subject to rapid technology
changes. Within image capture, we compete directly with Plustek, Mustek and
Silitek. Within Image Display, we will compete with Sony, Samsung, Sharp, Sanyo
and Phillips. In image scanning, we compete with numerous companies, some of
which are our private label partners. In addition, a number of smaller companies
in both image scanning and image display technologies are in some markets
competitive with our solutions. Current and potential competitors have
established, or may establish, cooperative relationships among themselves or
with third parties to increase the ability of their technologies to address the
needs of our prospective customers. Most of our competitors in each of the
markets in which we compete have significantly greater financial, technical and
marketing resources than us. These competitors may be able to respond more
rapidly than we can to new or emerging technologies or changes in customer
requirements. They may also devote greater resources to the development,
promotion and sale of products than we do.

         The market for image scanning and image display products is rapidly
evolving. Significant technological changes could render our products obsolete.
We must adapt to this rapidly changing market by continually improving the
functionality and features of our products to meet clients' needs. If we are
unable to develop new products and enhance functionalities or technologies to
adapt to these changes in a cost-effective and timely manner, our business could
be materially and adversely affected.

RISKS RELATING TO ACQUISITIONS

ANY ACQUISITIONS WE MAKE COULD RESULT IN DILUTION TO OUR EXISTING SHAREHOLDERS
AND COULD BE DIFFICULT TO INTEGRATE WHICH COULD CAUSE DIFFICULTIES IN MANAGING
OUR BUSINESS, RESULTING IN A DECREASE THE VALUE OF YOUR INVESTMENT.

        We believe that we will need to make strategic acquisitions of other
businesses in order to achieve growth and profitability. Evaluating acquisition
targets is difficult and acquiring other businesses involves risk. Our
consummation of the acquisition of other businesses would subject us to a number
of risks, including the following:

     -    difficulty in integrating the acquired operations and retaining
          acquired personnel;
     -    limitations on our ability to retain acquired sales and distribution
          channels and customers;
     -    diversion of management's attention and disruption of our ongoing
          business; and
     -    limitations on our ability to incorporate acquired technology and
          rights into our product offerings and maintain uniform standards,
          controls, procedures and policies.



                                      -22-



         Furthermore, we may incur indebtedness or issue equity securities to
pay for future acquisitions. The issuance of equity or convertible debt
securities would be dilutive to our then existing shareholders.

RISKS RELATING TO OUR COMMON STOCK

IN THE EVENT THE SEC REVIEWS OUR FORM 10-KSB AND CONSOLIDATED FINANCIAL
STATEMENTS INCLUDED THEREIN, IT MAY BE DETERMINED THAT INFORMATION DISCLOSED
THEREIN MUST BE AMENDED.

             The SEC has not in the past reviewed our annual or quarterly
financial statements. In the event that the SEC determines to review our
financial statements the SEC Staff may determine that information contained
therein must be modified, removed or amended, in whole or in part, including but
not limited to, certain accounting issues and treatments, which could result in
the restatement and/or adjustment of our financial statements for the years
ended December 31, 2004 and December 31, 2003. In the event we are required to
make any such modifications, removals or amendments, including but not limited
to, accounting adjustments, reclassifications and/or write-downs of a material
amount of our assets, we may be in violation of certain financial covenants
under our credit facility, our results of operations for the restated periods
could be materially adversely affected and our financial condition could be
adversely affected.

THE LIMITED PRIOR PUBLIC MARKET AND TRADING MARKET MAY CAUSE POSSIBLE VOLATILITY
IN OUR STOCK PRICE.

         There has only been a limited public market for our securities and
there can be no assurance that an active trading market in our securities will
be maintained. The Over The Counter Bulletin Board (OTCBB) is an unorganized,
inter-dealer, over-the-counter market which provides significantly less
liquidity than NASDAQ and the national securities exchange, and quotes for
securities quoted on the OTCBB are not listed in the financial sections of
newspapers as are those for NASDAQ and the national securities exchange. In
addition, the overall market for securities in recent years has experienced
extreme price and volume fluctuations that have particularly affected the market
prices of many smaller companies. The trading price of our common stock is
expected to be subject to significant fluctuations including, but not limited
to, the following:

     -    quarterly variations in operating results and achievement of key
          business metrics;
     -    changes in earnings estimates by securities analysts, if any;
     -    any differences between reported results and securities analysts'
          published or unpublished expectations;
     -    announcements of new products by us or our competitors;
     -    market reaction to any acquisitions, joint ventures or strategic
          investments announced by us or our competitors;
     -    demand for our products;
     -    shares being sold pursuant to Rule 144 or upon exercise of warrants
          and options or conversion of Series A Preferred Stock; and
     -    general economic or stock market conditions unrelated to our operating
          performance.



                                      -23-



         These fluctuations, as well as general economic and market conditions,
may have a material or adverse effect on the market price of our common stock.

THERE ARE LIMITATIONS IN CONNECTION WITH THE AVAILABILITY OF QUOTES AND ORDER
INFORMATION ON THE OTCBB.

         Trades and quotations on the OTCBB involve a manual process and the
market information for such securities cannot be guaranteed. In addition, quote
information, or even firm quotes, may not be available. The manual execution
process may delay order processing and intervening price fluctuations may result
in the failure of a limit order to execute or the execution of a market order at
a significantly different price. Execution of trades, execution reporting and
the delivery of legal trade confirmation may be delayed significantly.
Consequently, one may not able to sell shares of our common stock at the optimum
trading prices.

THERE ARE DELAYS IN ORDER COMMUNICATION ON THE OTCBB.

         Electronic processing of orders is not available for securities traded
on the OTCBB and high order volume and communication risks may prevent or delay
the execution of one's OTCBB trading orders. This lack of automated order
processing may affect the timeliness of order execution reporting and the
availability of firm quotes for shares of our common stock. Heavy market volume
may lead to a delay in the processing of OTCBB security orders for shares of our
common stock, due to the manual nature of the market. Consequently, one may not
able to sell shares of our common stock at the optimum trading prices.

PENNY STOCK REGULATIONS MAY IMPOSE CERTAIN RESTRICTIONS ON MARKETABILITY OF OUR
SECURITIES.

         The SEC has adopted regulations which generally define a "penny stock"
to be any equity security that has a market price (as defined) of less than
$5.00 per share or an exercise price of less than $5.00 per share, subject to
certain exceptions. As a result, our shares of common stock are subject to rules
that impose additional sales practice requirements on broker-dealers who sell
such securities to persons other than established clients and "accredited
investors". For transactions covered by these rules, the broker-dealer must make
a special suitability determination for the purchase of such securities and have
received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the transaction, of a risk
disclosure document mandated by the SEC relating to the penny stock market. The
broker-dealer must also disclose the commission payable to both the
broker-dealer and the registered representative, current quotations for the
securities and, if the broker-dealer is the sole market maker, the broker-dealer
must disclose this fact and the broker-dealer's presumed control over the
market. Finally, monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks. Consequently, the "penny stock" rules may
restrict the ability of broker-dealers to sell our shares of common stock and
may affect the ability of investors to sell such shares of common stock in the
secondary market and the price at which such investors can sell any of such
shares.



                                      -24-



         Investors should be aware that, according to the SEC, the market for
penny stocks has suffered in recent years from patterns of fraud and abuse. Such
patterns include:

     -    control of the market for the security by one or a few broker-dealers
          that are often related to the promoter or issuer;
     -    manipulation of prices through prearranged matching of purchases and
          sales and false and misleading press releases;
     -    "boiler room" practices involving high pressure sales tactics and
          unrealistic price projections by inexperienced sales persons;
     -    excessive and undisclosed bid-ask differentials and markups by selling
          broker-dealers; and
     -    the wholesale dumping of the same securities by promoters and
          broker-dealers after prices have been manipulated to a desired level,
          along with the inevitable collapse of those prices with consequent
          investor losses.

         Our management is aware of the abuses that have occurred historically
in the penny stock market.

THERE IS A RISK OF MARKET FRAUD.

         OTCBB securities are frequent targets of fraud or market manipulation.
Not only because of their generally low price, but also because the OTCBB
reporting requirements for these securities are less stringent than for listed
or NASDAQ traded securities, and no exchange requirements are imposed. Dealers
may dominate the market and set prices that are not based on competitive forces.
Individuals or groups may create fraudulent markets and control the sudden,
sharp increase of price and trading volume and the equally sudden collapse of
the market price for shares of our common stock.

THERE IS LIMITED LIQUIDITY ON THE OTCBB.

         When fewer shares of a security are being traded on the OTCBB,
volatility of prices may increase and price movement may outpace the ability to
deliver accurate quote information. Due to lower trading volumes in shares of
our common stock, there may be a lower likelihood of one's orders for shares of
our common stock being executed, and current prices may differ significantly
from the price one was quoted by the OTCBB at the time of one's order entry.

THERE IS A LIMITATION IN CONNECTION WITH THE EDITING AND CANCELING OF ORDERS ON
THE OTCBB.

         Orders for OTCBB securities may be canceled or edited like orders for
other securities. All requests to change or cancel an order must be submitted
to, received and processed by the OTCBB. Due to the manual order processing
involved in handling OTCBB trades, order processing and reporting may be
delayed, and one may not be able to cancel or edit one's order. Consequently,
one may not able to sell shares of our common stock at the optimum trading
prices.



                                      -25-



INCREASED DEALER COMPENSATION COULD ADVERSELY AFFECT THE STOCK PRICE.

         The dealer's spread (the difference between the bid and ask prices) may
be large and may result in substantial losses to the seller of shares of our
common stock on the OTCBB if the stock must be sold immediately. Further,
purchasers of shares of our common stock may incur an immediate "paper" loss due
to the price spread. Moreover, dealers trading on the OTCBB may not have a bid
price for shares of our common stock on the OTCBB. Due to the foregoing, demand
for shares of our common stock on the OTCBB may be decreased or eliminated.

ADDITIONAL AUTHORIZED SHARES OF OUR COMMON STOCK AND PREFERRED STOCK AVAILABLE
FOR ISSUANCE MAY ADVERSELY AFFECT THE MARKET.

         We are authorized to issue 50,000,000 shares of our common stock. As of
March 28, 2005, there were 23,110,515 shares of common stock issued and
outstanding. However, the total number of shares of our common stock issued and
outstanding does not include shares reserved in anticipation of the exercise of
options or warrants or the conversion of our Series A Preferred Stock. As of
March 24, 2005, we had outstanding Series A Preferred Stock, stock options and
warrants to purchase approximately 3,044,000 shares of our common stock, the
exercise or conversion prices of which range between $0.90 and $2.50 per share,
and we have reserved shares of our common stock for issuance in connection with
the potential exercise thereof. In addition, our board of directors approved the
issuance of up to 4,000,000 options to purchase shares of our common stock to
certain of our officers, employees and consultants, in connection with the
execution of employment and consulting agreements, at an exercise price of $0.01
per share, which agreements, as of the date hereof, have not been entered into
by us with any of such officers, employees or consultants. Of the reserved
shares, a total of 2,035,000 shares are currently reserved for issuance in
connection with our 2002 Stock Option Plan, of which options to purchase an
aggregate of 2,035,000 shares have been issued under the plan. A significant
number of such options and warrants contain provisions for cashless exercise. To
the extent such options or warrants are exercised, the holders of our common
stock will experience further dilution. In addition, in the event that any
future financing should be in the form of, be convertible into or exchangeable
for, equity securities, and upon the exercise of options and warrants, investors
may experience additional dilution.

         The exercise of the outstanding derivative securities will reduce the
percentage of common stock held by our stockholders. Further, the terms on which
we could obtain additional capital during the life of the derivative securities
may be adversely affected, and it should be expected that the holders of the
derivative securities would exercise them at a time when we would be able to
obtain equity capital on terms more favorable than those provided for by such
derivative securities. As a result, any issuance of additional shares of common
stock may cause our current stockholders to suffer significant dilution which
may adversely affect the market.




                                      -26-



         In addition to the above-referenced shares of common stock which may be
issued without stockholder approval, we have 1,940,000 shares of authorized
preferred stock, the terms of which may be fixed by our Board of Directors. We
currently have 60,000 shares of Series A Preferred Stock authorized, 18,650 of
which are issued and outstanding. While we have no present plans to issue any
shares of preferred stock other than the Series A Preferred Stock, our Board of
Directors has the authority, without stockholder approval, to create and issue
one or more series of such preferred stock and to determine the voting, dividend
and other rights of holders of such preferred stock. The issuance of any of such
series of preferred stock may have an adverse effect on the holders of common
stock.

SHARES ELIGIBLE FOR FUTURE SALE MAY ADVERSELY AFFECT THE MARKET.

         From time to time, certain of our stockholders may be eligible to sell
all or some of their shares of common stock by means of ordinary brokerage
transactions in the open market pursuant to Rule 144, promulgated under the
Securities Act of 1933 (Securities Act), subject to certain limitations. In
general, pursuant to Rule 144, a stockholder (or stockholders whose shares are
aggregated) who has satisfied a one-year holding period may, under certain
circumstances, sell within any three-month period a number of securities which
does not exceed the greater of 1% of the then outstanding shares of common stock
or the average weekly trading volume of the class during the four calendar weeks
prior to such sale. Rule 144 also permits, under certain circumstances, the sale
of securities, without any limitation, by our stockholders that are
non-affiliates that have satisfied a two-year holding period. Any substantial
sale of our common stock pursuant to Rule 144 or pursuant to any resale
prospectus may have material adverse effect on the market price of our
securities.

DIRECTOR AND OFFICER LIABILITY IS LIMITED.

         As permitted by Delaware law, our certificate of incorporation limits
the liability of our directors for monetary damages for breach of a director's
fiduciary duty except for liability in certain instances. As a result of our
charter provision and Delaware law, stockholders may have limited rights to
recover against directors for breach of fiduciary duty. In addition, our
certificate of incorporation provides that we shall indemnify our directors and
officers to the fullest extent permitted by law.

ITEM 2.     PROPERTIES

         The Company's corporate headquarters are located at 1772 Technology
Drive, San Jose, CA 95110, where it operates under a lease agreement expiring in
November 2006. The Company's offices contain 5,300 square feet of office space
and its monthly rental expense is approximately $8,000. The Company also
maintains a sales office in the Netherlands at IJsselburcht 3, Lorentz Building,
Suite 201, 6825 BS Arnhem, Netherlands. The lease is on a month-to-month basis
at a monthly rate of $480.

         We believe that our current facilities are adequate for our current
operations.






                                      -27-



ITEM 3.     LEGAL PROCEEDINGS

           On May 20, 2003, Syscan, Inc., the Company's wholly-owned subsidiary,
filed a lawsuit captioned Syscan v. PPL (Case No. C03-02367 VRW) in United
States District Court, Northern District of California in San Francisco. Syscan
alleges claims against Portable Peripheral Co., Ltd., Image Recognition
Integrated Systems, Inc., Cardreader Inc., and Targus, Inc. for patent
infringement. Syscan is claiming that its various A-6 and A-8 mobile scanners
sold by defendants in US have infringed upon its patents including US Patent
Nos. 6,054,707 (Portable Scanners Capable of Scanning both Opaque and
Transparent Materials), 6,275,309 (Lightweight Mobile Scanners) and 6,459,506
Lightweight Dual-mode Mobile Scanner Powered from a Universal Serial Bus Port).
Syscan is seeking: (1) a temporary restraining order, preliminary injunction and
permanent injunction against defendants, restraining defendants from patent
infringement and unfair competition; (2) treble damages due to defendants'
willful infringement; (3) punitive damages; (4) accounting of unjust enrichment
by defendants, resulting from defendants' unfair competition; and (5) attorney's
fees and costs.

            The defendants are jointly represented by PPL's counsel. PPL has
initiated counterclaims against Syscan for patent invalidity. This case is
currently pending for claim construction. Syscan intends to continue this case
unless a reasonable settlement amount from defendants or a licensing agreement
to the satisfaction of Syscan is entered. Syscan has not yet been able to
quantify its damage claim against PPL. Syscan intends to vigorously pursue this
claim and denies PPL's counterclaim of patent invalidity.

            Other than as disclosed above, we are not a party to any material
legal proceedings. We from time to time experience routine litigation in the
normal course of our business. We do not believe that any pending litigation
will have a material adverse effect on our financial condition, results of
operations or cash flows.


ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters were submitted to a vote of security holders during the
fourth quarter of fiscal year ended December 31, 2004.






                                      -28-




                                     PART II

ITEM 5.     MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
            BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

         MARKET INFORMATION. Our common stock has been listed and quoted on the
OTC Bulletin Board since December 1998. From January 1, 2003 through April 1,
2004 our common stock traded under the symbol "BKET" and since April 2, 2004
under the symbol "SYII". All prices reflected herein have been adjusted to
reflect the 1-for-10 reverse split of our common stock that was effected on
April 2, 2004.

         The following chart sets forth the high and low bid prices for each
quarter during the fiscal years ended December 31, 2003 and 2004, respectively.
Such prices represent quotations between dealers, without dealer markup,
markdown or commissions, and may not represent actual transactions.

                                                     HIGH            LOW
                                                     ----            ---

               2003 BY QUARTER
               January 1 - March 31               $   1.90        $   0.20
               April 1 - June 30                  $   0.50        $   0.20
               July 1 - September 30              $   0.50        $   0.15
               October 1 - December 31            $   1.50        $   0.25

               2004 BY QUARTER
               January 1 - March 31               $   4.20        $   0.70
               April 1 - June 30                  $   4.75        $   1.10
               July 1 - September 30              $   4.26        $   1.40
               October 1 - December 31            $   4.10        $   2.05

         On March 24, 2005, the closing sale price for shares of our common
stock in the over-the-counter market, as reported by NASD's OTCBB was $1.50.

         No prediction can be made as to the effect, if any, that future sales
of shares of our common stock or the availability of our common stock for future
sale will have on the market price of our common stock prevailing from
time-to-time. Sales of substantial amounts of our common stock in the public
market could adversely affect the prevailing market price of our common stock.

RECORD HOLDERS. As of March 24, 2005, there were 359 record holders of our
common stock. As of March 24, 2005, there were 23,110,515 shares of common stock
issued and outstanding.

DIVIDENDS. We have not paid dividends on our common stock in the past and do not
anticipate doing so in the foreseeable future. We currently intend to retain
future earnings, if any, to fund the development and growth of our business. The
holders of our Series A Preferred Stock are entitled to receive dividends at a
rate of 5% per annum, payable in cash or shares of our common stock, on a
cumulative basis.



                                      -29-



SALES OF UNREGISTERED SECURITIES

         Set forth below is information regarding the issuance and sales of our
securities without registration during the last three years. No such sales
involved the use of an underwriter and no commissions were paid in connection
with the sale of any securities. Except as otherwise noted, all sales below were
made in reliance on Section 4(2) of the Securities Act.

         On March 15, 2005, we sold $1,865,000 of our Series A Convertible
Preferred Stock. We intend to use the net proceeds from the financing for sales,
marketing, research and development and for working capital and general
corporate purposes. Starboard Capital Markets, LLC, an NASD member firm, acted
as placement agent in the sale of the Preferred Stock, for which it received
$186,500 in commissions and 186,500 warrants to purchase shares of our common
stock, par value $.001 per share at an exercise price equal $1.00 per share.

         In connection with the financing, we also issued to the purchasers
common stock purchase warrants to purchase up to an aggregate of 932,500 shares
of our Common Stock at an exercise price of $2.00 per share. The Warrants are
exercisable for a period of five years from the date of issuance. We have
agreed, pursuant to a registration rights agreement, to register the shares of
Common Stock issuable upon conversion of the Preferred Stock and upon exercise
of the Warrants with the Securities and Exchange Commission.

         In February 2005, the board approved the grant of options to purchase
up to 4,000,000 shares of our common stock to officers, employees and
consultants of the Company, all of which were approved by a majority of the
disinterested members of our board of directors. The options will be issued upon
execution of employment and consulting agreements approved by the board of
directors, which as of the date hereof have not been entered into between us and
any of such officers, employees or consultants. The options will be exercisable
for a period of seven years from the date of grant at an exercise price of $0.01
per share. The options shall vest one-third on the later to occur of: (i) April
4, 2005, and (ii) execution of the relevant employment or consulting agreement
by each such party, one-third shall vest on April 3, 2006 and one-third shall
vest on April 2, 2007.

         In July 2004, we granted options to purchase up to 2,200,000 shares of
our common stock to officers, directors and employees of the Company pursuant to
our 2002 Stock Option Plan. The options are exercisable for a period of ten
years from the date of grant at an exercise price of $2.00 per share. The
options vest equally over a four year period beginning in July 2005.

         On April 2, 2004, in connection with the Company's acquisition of
Syscan, Inc., the Company issued an aggregate of 20,859,459 shares of its common
stock to Syscan Imaging Limited in exchange for 100% of the issued and
outstanding common stock of Syscan, Inc. Syscan Imaging Limited simultaneously
transferred 2,085,945 shares of the Company's common stock it was entitled to
receive in connection with its sale of Syscan, Inc. to Emerald Asset Advisors
pursuant to a consulting agreement entered into between the parties, as
compensation for Emerald's services in connection with the acquisition of
Syscan, Inc. by the Company.



                                      -30-



         On April 2, 2004, the Company issued a total of 223,476 shares of its
$0.001 par value per share common stock at a value of $1.00 per share to Michael
Xirinachs, a former director of the Company, upon the completion of the April 2,
2004, Share Exchange Agreement acquisition: (i) as settlement of loans payable
totaling $23,476; and (ii) settlement in full of an employment contract signed
in December 2003 for 200,000 post-reverse split common shares.

         In February 2004, we sold 50,000 shares of our common stock at purchase
price of $1.00 per share to one accredited investor. We used the proceeds from
this sale for working capital and general corporate purposes.

         In December 2003, we issued 10,000 shares of our common stock to Paul
Ankorn (former director) and 10,000 shares of our common stock to William
Campbell (former director) as compensation for serving on our board of
directors.

         On April 2, 2002, Cyberstation Computers and Support Inc., an Ontario
corporation ("Cyberstation") and formerly a wholly-owned subsidiary of the
Company, entered into a common stock purchase agreement by and among Platinum
Telecommunications, Inc. ("Platinum") and Mr. Zeeshan Saeed (the "Seller").
Pursuant to the agreement, Cyberstation acquired seventy percent (70%) of the
issued and outstanding shares of common stock of Platinum (the "Platinum
Shares") in consideration for 1,800,000 shares of common stock of the Company,
par value $0.001 per share.

         Other than as specifically set forth above, all of the above offerings
and sales were deemed to be exempt under Section 4(2) of the Securities Act. No
advertising or general solicitation was employed in offering the securities. In
each instance, the offerings and sales were made to a limited number of persons,
who were either (i) accredited investors, (ii) business associates of the
Company (iii) employees of the Company, or (iv) executive officers or directors
of the Company. In addition, the transfer of such securities was restricted by
the Company in accordance with the requirements of the Securities Act. With
respect to the issuances to accredited investors, in addition to representations
by them, we have made independent determinations that they were accredited or
sophisticated investors, capable of analyzing the merits and risks of their
investment, and that they understood the speculative nature of their investment.
With respect to the business associates of the Company, employees of the Company
and the executive officers or directors of the Company, in addition to
representations by them, they were provided with detailed information and had
access to all material information about the Company, and we have made
independent determinations that they were capable of analyzing the merits and
risks of their investment, and that they understood the speculative nature of
their investment. Furthermore, all of the above-referenced persons were provided
with access to our filings with the Securities and Exchange Commission.

ISSUER REPURCHASES OF EQUITY SECURITIES

None.



                                      -31-



ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

THE FOLLOWING DISCUSSION AND ANALYSIS OF OUR FINANCIAL CONDITION AND PLAN OF
OPERATIONS SHOULD BE READ IN CONJUNCTION WITH OUR CONSOLIDATED FINANCIAL
STATEMENTS AND RELATED NOTES APPEARING ELSEWHERE IN THIS REPORT. THIS DISCUSSION
AND ANALYSIS CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS,
UNCERTAINTIES AND ASSUMPTIONS. THE ACTUAL RESULTS MAY DIFFER MATERIALLY FROM
THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN
FACTORS, INCLUDING, BUT NOT LIMITED TO, THOSE WHICH ARE NOT WITHIN OUR CONTROL.

 Management's discussion and analysis of financial condition and results of
operations ("MD&A") is provided as a supplement to the accompanying consolidated
financial statements and footnotes to help provide an understanding of Syscan
Imaging, Inc.'s (the "Company") financial condition, changes in financial
condition and results of operations. The MD&A is organized as follows:

     o    OVERVIEW. This section provides a general description of the Company's
          business, as well as recent developments that we believe are important
          in understanding the results of operations and to anticipate future
          trends in those operations.
     o    CRITICAL ACCOUNTING POLICIES. This section provides an analysis of the
          significant estimates and judgments that affect the reported amounts
          of assets, liabilities, revenues and expenses, and related disclosure
          of contingent assets and liabilities.
     o    RESULTS OF OPERATIONS. This section provides an analysis of our
          results of operations for the years ended December 31, 2004 compared
          to the same periods in 2003. A brief description is provided of
          transactions and events, including related party transactions that
          impact the comparability of the results being analyzed.
     o    LIQUIDITY AND CAPITAL RESOURCES. This section provides an analysis of
          our financial condition and cash flows as of and for the year ended
          December 31, 2004.

The following management's discussion and analysis should be read in conjunction
with our consolidated audited financial statements for the fiscal years ended
December 31, 2004 and 2003 and related notes to those financial statements.

OVERVIEW

Management's Discussion and Analysis (MD&A) contains statements that are
forward-looking. These statements are based on current expectations and
assumptions that are subject to risks and uncertainties. Actual results could
differ materially because of factors discussed in this report, as well as
factors not within our control. We undertake no duty to update any
forward-looking statement to conform the statement to actual results or changes
in our expectations.

On April 2, 2004, Syscan Imaging, Inc. (formerly known as "BankEngine
Technologies, Inc." and referred to herein as the "Company") completed its
acquisition of 100% of the issued and outstanding capital stock of Syscan, Inc.,
pursuant to a Share Exchange Agreement ("Agreement") dated March 29, 2004.
Pursuant to the Agreement, the sole stockholder of Syscan, Inc., Syscan Imaging




                                      -32-


Limited, received 18,773,514 post-reverse split shares of the Company's common
stock in exchange for all of the issued and outstanding capital stock of Syscan,
Inc. In connection with the issuance of the Company's common stock to Syscan
Imaging Limited, Syscan Imaging Limited beneficially became the owner of 81.2%
of the issued and outstanding voting securities of the Company.

Upon completion of the reverse acquisition, we changed our name to Syscan
Imaging, Inc. and effectuated a 1-for-10 reverse split of our common stock.
Pursuant to the Agreement, the following persons were appointed to our board of
directors: Darwin Hu, Wai Cheung, Peter Mor and Lawrence Liang. Michael
Xirinachs resigned as Chairman and Chief Executive Officer, but remained as a
director of the Company until his resignation on July 19, 2004. Concurrent with
the closing on April 2, 2004, the Board of Directors of the Company appointed
Darwin Hu as the Company's President and Chief Executive Officer, Stephen Yim as
the Company's Chief Financial Officer (Mr. Yim was subsequently terminated as
the Company's Chief Financial Officer on February 4, 2005) and William Hawkins
as the Company's Chief Operating Officer and Secretary. A more detailed
description of this transaction is set forth in the Company's Current Report on
Form 8-K dated April 2, 2004, filed with the Securities and Exchange Commission
on April 19, 2004.

We are in the business of developing, designing and delivering imaging
technology solutions. We currently have 14 issued patents held by us all of
which are U.S. patents. Our technology is also covered by 5 issued patents in
Taiwan. We also have 3 patent applications currently pending with the US Patent
& Trademark Office, 2 of which relate to image display technology and one of
which relates to image scanning. Our approach to research and development (R&D)
is focused on creating new deliverable and marketable technologies. We sell our
products to clients' throughout the world, including the United States, Canada,
Europe, South America, Australia and Asia. We intend to expand our business and
product offerings into the much larger image display market where we intend to
leverage our experience and expertise. We also believe that we may benefit from
a level of transfer of technologies from image capture to image display.

Our wholly-owned operating subsidiary, Syscan, Inc. ("SI"), was incorporated on
May 1, 1995, under the laws of the State of California and is headquartered in
San Jose with additional strategic offices in Arnhem (the Netherlands) and Hong
Kong. Our majority stockholder is Syscan Imaging Limited, which is wholly-owned
by Syscan Technology Holdings Limited. Syscan Technology Holdings Limited is a
publicly-held company incorporated in Bermuda whose shares are listed on The
Growth Enterprise Market of The Stock Exchange of Hong Kong Limited.

Our strategy is to expand our image capture product line and technology while
leveraging our assets in other areas of the imaging industry. We are actively
shipping five image capture products under the Travel Scan marquee or their OEM
counterparts. The Travel Scan series features portable lightweight scanning in
color and black & white with low power consumption that requires no power
adapter. The 2300U-USB is a 300dpi A4 scanner which represented approximately 7%
of our sales during the year ended December 31, 2004. The 464, like the 2300
series, is an A4 scanner with 600dpi resolution as opposed to 300dpi resolution.
The 464 is currently our most popular A4 product and represented approximately
22% of our sales for the year ended December 31, 2004. The 662 has an A6




                                      -33-


scanning area ideal for photos, checks, passports and various identification
cards. The 662 is our first product geared towards, and being implemented in,
the fast growing security industry. The 662 is our best selling product and
represented approximately 45% of our sales during the 12 months ended December
31, 2004. Our fifth product representing approximately 6% of our sales during
the 12 months ended December 31, 2004, is the 860 Business Card reader. A
different version of the 860 represents approximately 12% of our 860 Business
Card reader sales on the product and was specifically designed an OEM customer
that maintains the leading market share for this category of products worldwide.
In addition to the Travel Scan product line, we also manufacture and sell the
Contact Image Sensor (CIS) Modules that we use in our products and separately as
a component to other manufacturers. These manufacturers, that we sell our
modules to, integrate our modules into their products. The product application
typically includes check and currency scanners, copiers, and fax machines, and
resell the finished product to the retailer. The CIS business represented
approximately 5% of our overall sales during the 12 months ended December 31,
2004.

We intend to expand our image capture product line with three new products, each
of which we intend to release in 2005. The first product is a high-quality
true-duplex high-speed A4 scanner in which our customers have expressed
interest. Several OEM and VAR brands have formally agreed to partner with us in
the product launch. The second product is an A6 scanner that follows in the
footsteps of the current 662 but is high speed and allows true duplex scanning,
allowing image capture of both sides of a two-sided document simultaneously. The
third product is a specialized security document scanner that utilizes infrared
light sources to help in the process of identifying fraudulent or tampered with
documents. With the growing concerns over Homeland Security and the
implementation of the Patriot Act in the United States, we believe this product
has the ability to address these evolving security requirements and needs. We
believe that this product not only addresses today's security scanning needs,
but also anticipates the proliferation of new technologies such as digital
watermarking.

Over the past twelve months we have begun focusing our sales and marketing
efforts substantially towards the vertical markets such as the Value Added
Reseller (VAR) and small-office-home-office (SOHO) markets. We believe focusing
on these markets is the most effective way to showcase our technological
capabilities and manufacturing efficiencies, while enabling us to maintain
higher margins, and require fewer resources than working directly with the mass
retailers.

While we continue to grow our presence in image capture technology, we have
begun creating, through research and development, new technology solutions for
the substantially larger, image display market. More specifically we are
creating products and technologies to accent and enhance the Liquid Crystal
Display (LCD) television market. Our first image display product, expected to be
available for delivery during the first half of 2005 is the Syscan View Tech
image/video display processor. The View Tech control board is a highly
integrated, high performance video processor that combines state-of-the-art
scaling and video processing techniques for displaying analog and digital
video/graphics on a LCD-TV/DTV display. We believe that this product will
provide advanced image processing that will greatly enhance LCD display quality.
Its state-of-the-art design incorporates a system-on-chip (SOC) that improves
any pixilated multimedia video. The next product/technology that we are
developing is a Light Emitting Diode (LED) backlighting solution to replace the




                                      -34-


industries current standard Cold Cathode Fluorescent Lamp (CCFL). The principal
behind this technology is related to the proprietary technology used in our
image capture products. The benefits are substantial, including longer life,
higher dimming ratio, sharper contrast, and near high definition resolution
without filters, all at a performance value.

In addition to future products and technologies in various stages of research
and development, one of our objectives is to acquire companies in the image
capture and display industry that could compliment our business model, improve
our competitive positioning and expand our offerings to the marketplace, of
which there can be no assurance. In identifying potential acquisition candidates
we will seek to acquire companies with varied distribution channels, rich
intellectual property (IP) and high caliber engineering personnel.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis is based upon our consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States. The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities. On an on-going basis, we evaluate our estimates,
including those related to revenue recognition, accounts receivable and
allowance for doubtful accounts, inventories, intangible and long-lived assets,
and income taxes. We base our estimates on historical experience and on various
other assumptions that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under different
assumptions or conditions.

An accounting policy is deemed to be critical if it requires an accounting
estimate to be made based on assumptions about matters that are highly uncertain
at the time the estimate is made, and if different estimates that reasonably
could have been used or changes in the accounting estimate that are reasonably
likely to occur could materially change the financial statements. We believe the
following critical accounting policies reflect our more significant estimates
and assumptions used in the preparation of our consolidated financial
statements:

REVENUE RECOGNITION

         Revenues consist of sales of merchandise, including optical image
capturing devices, modules of optical image capturing devices, and chips and
other optoelectronic products. Revenue is recognized when the product is shipped
and the risks and rewards of ownership have transferred to the customer. We
recognize shipping and handling fees as revenue, and the related expenses as a
component of cost of sales. All internal handling charges are charged to
selling, general and administrative expenses.



                                      -35-



ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

         We present accounts receivable, net of allowances for doubtful
accounts, to ensure accounts receivable are not overstated due to
uncollectibility. The allowances are calculated based on detailed review of
certain individual customer accounts, historical rates and an estimation of the
overall economic conditions affecting our customer base. We review a customer's
credit history before extending credit. If the financial condition of our
customers were to deteriorate, resulting in an impairment of their ability to
make payments, additional allowances may be required. In the event that our
trade receivables became uncollectible after exhausting all available means of
collection, we would be forced to record additional adjustments to receivables
to reflect the amounts at net realizable value. The effect of this entry would
be a charge to income, thereby reducing our net profit. Although we consider the
likelihood of this occurrence to be remote based on past history and the current
status of our accounts, there is a possibility of this occurrence.

INVENTORIES

             Inventories consist of finished goods, which are stated at the
lower of cost or net realizable value, with cost computed on a first in,
first-out basis. Provision is made for obsolete, slow-moving or defective items
where appropriate. The amount of any provision of inventories is recognized as
an expense in the period the provision occurs. The amount of any reversal of any
provision is recognized as other income in the period the reversal occurs. Our
inventory purchases and commitments are made in order to build inventory to meet
future shipment schedules based on forecasted demand for our products. We
perform a detailed assessment of inventory for each period, which includes a
review of, among other factors, demand requirements, product life cycle and
development plans, component cost trends, product pricing and quality issues.
Based on this analysis, we record adjustments to inventory for excess,
obsolescence or impairment, when appropriate, to reflect inventory at net
realizable value. Revisions to our inventory adjustments may be required if
actual demand, component costs or product life cycles differ from our estimates.
In the event we were unable to sell our products, the demand for our products
diminished, other competitors offered similar or better technology, and/or the
product life cycles deteriorated causing quality issues, we would be forced to
record an adjustment to inventory for impairment or obsolescence to reflect
inventory at net realizable value. The effect of this entry would be a charge to
income, thereby reducing our net profit. Although we consider the likelihood of
this occurrence to be remote based on our forecasted demand for our products,
there is a possibility of this occurrence.

INTANGIBLE AND LONG-LIVED ASSETS

         We evaluate our intangible assets and long-lived assets, which
represent goodwill, long-term investments, and fixed assets, for impairment
annually and when circumstances indicate the carrying value of an asset may not
be recoverable. If impairment exists, an adjustment is made to write the asset
down to its fair value, and a loss is recorded as the difference between the
carrying value and fair value would be charged to operations. We do not believe
any impairment exists for any of these types of assets as of December 31, 2004.




                                      -36-


INCOME TAXES

         The Company accounts for income taxes under the provisions of Statement
of Financial Accounting Standards ("SFAS" No. 109), "Accounting for Income
Taxes," whereby deferred income tax assets and liabilities are computed for
differences between the financial statements and tax bases of assets and
liabilities that will result in taxable or deductible amounts in the future,
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established when necessary to reduce deferred income tax assets to the amount
expected to be realized.

CONTINGENCIES

         Currently, there are no outstanding legal proceedings or claims, other
than that disclosed in Note 8 of the Consolidated Financial Statements. The
outcomes of potential legal proceedings and claims brought against us are
subject to significant uncertainty. SFAS 5, ACCOUNTING FOR CONTINGENCIES,
requires that an estimated loss from a loss contingency such as a legal
proceeding or claim should be accrued by a charge to income if it is probable
that an asset has been impaired or a liability has been incurred and the amount
of the loss can be reasonably estimated. Disclosure of a contingency is required
if there is at least a reasonable possibility that a loss has been incurred. In
determining whether a loss should be accrued we evaluate, among other factors,
the degree of probability of an unfavorable outcome and the ability to make a
reasonable estimate of the amount of loss. Changes in these factors could
materially impact our financial position or results of operations.

RESULTS OF OPERATIONS - TWELVE MONTHS ENDED DECEMBER 31, 2004 COMPARED TO
DECEMBER 31, 2003

REVENUE

         Product revenues decreased to $6.058 million for the year ended
December 31, 2004 from $7.457 million for the same period in fiscal 2003, a
decrease of $1.4 million or approximately 18.8%. The decrease in revenues for
the year ended December 31, 2004 as compared to the same period in fiscal 2003
is the result of delayed new product introductions. Scanner products and imaging
modules comprised approximately 99% of our revenues during each of these
periods. Our revenue mix has been gradually trending towards the Value Added
Reseller (VAR) and small office home office (SOHO) markets, which is a result of
our efforts to appeal to customers in these sales channels. During the year
ended December 31, 2004 three of our customers accounted for approximately 69%
of total revenues. During the year ended December 31, 2003, three customers
accounted collectively for approximately 59% of total revenues. The loss of any
of our largest clients could have a material adverse effect on our business.

COST OF SALES

         Cost of goods sold (COGS) includes all direct costs related to the
transfer of scanners, imaging modules and services related to the delivery of
those items manufactured in China. A relatively small percentage (< 1%) of COGS
is due to engineering services provided by us. COGS was approximately 68.8% for
the year ended December 31, 2004 compared to 68.2% for the same period in 2003.
COGS increased as a percentage of revenues for the year ended December 31, 2004
as compared to the same period in 2003 primarily as a result of higher gross
margins and better pricing elasticity than projected. We anticipate that our
COGS may continue to increase during 2005 as a result of higher source costs
from Mainland China as market insecurities and higher fuel prices persist.



                                      -37-



GROSS PROFIT

         Gross profit decreased to $1,890,000 or 31.2% of net revenues for the
year ended December 31, 2004 from $2,367,000, or 31.7% of net revenues for the
same period in 2003. The decrease in gross profit is primarily a result of a
change in payment terms, with our Mainland China supplier during the 3rd and 4th
quarters of 2004. We anticipate that our gross profit margins may continue to
decrease as our main supplier's source costs and logistics costs are projected
to continue to rise during 2005, which will result in our paying higher prices
for the purchase of our products.

SELLING AND MARKETING

         Selling and marketing expenses include payroll, employee benefits and
other costs associated with sales, marketing and account management personnel.
Other direct selling and marketing costs include market development funds and
promotions (retail channels only), tradeshows, website support costs,
warehousing, logistics and certain sales representative fees. Selling and
marketing expenses increased to $745,557 for the year ended December 31, 2004
from $635,966 for the same period in 2003, an increase of $109,000 or
approximately 17%. The increase during the year ended December 31, 2004 is
primarily attributable to changes in staffing and marketing activities related
to the display imaging (LCD panel) group.

GENERAL AND ADMINISTRATIVE

         General and administrative costs include payroll, employee benefits,
and other headcount-related costs associated with the finance, legal, facilities
and certain human resources, as well as legal and other professional and
administrative fees. General and administrative expenses increased to $827,294
for the year ended December 31, 2004 from $625,156 for the same period in fiscal
2003, an increase of $202,138 or approximately 32.3%. The increase for the year
ended December 31, 2004 is primarily attributable to additional personnel costs
in China, outside fees incurred in connection with our public listing compliance
expenses and the addition of senior financial management personnel.

OTHER INCOME (EXPENSE)

         Our other income for the year ended December 31, 2004 was $31,521
compared to $529,650 during the same period of 2003, a decrease of $498,129.
Other income in 2004 primarily consisted of collection of a former receivable
written off and sale of inventory previously considered slow-moving. Other
income in 2003 also consisted of former receivables written off and subsequently
sold.




                                      -38-


NET (LOSS) EARNINGS

         Net loss for the year ended December 31, 2004 was $(179,866) compared
to net earnings of $835,232 during the same period in 2003. The decrease in net
earnings was primarily the result of a decrease in other income of $498,129, an
increase in general and administrative expenses of $202,138, an increase in
selling and marketing expenses of $109,000 and a slight increase in COGS and a
decrease in gross profit margin.

RELATED PARTY TRANSACTIONS

         We purchase significantly all of our finished scanner imaging products
from the parent company of our majority stockholder, Syscan Technology Holdings
Limited ("STH"). Our Chairman and CEO, Darwin Hu, was formerly the CEO of STH,
and beneficially owns approximately 5.33% of the issued and outstanding capital
stock of STH. The following is a summary of significant related party
transactions, which were carried out in the normal course of the Company's
business, during the years ended December 31, 2004 and 2003:

The following is a summary of significant related party purchases from entities
that are wholly-owned subsidiaries of STH. The transactions were carried out in
the normal course of our business.

                                                   2004               2003
                                               -------------     ------------

SYSCAN Intervision Limited,
  a wholly-owned subsidiary of                  $3.825M            $4.480M
  STH (purchases)
                                               =============     ============

SYSCAN Optoelectronics Technology
  (Shenzhen) Company Limited,                   $0.520M            $   --
  a wholly-owned subsidiary of
  STH (purchases)
                                               =============     ============






AMOUNTS DUE TO/FROM RELATED PARTIES ARE UNSECURED, INTEREST-FREE AND REPAYABLE
ON DEMAND AND CONSISTED OF THE FOLLOWING:

AMOUNTS DUE FROM RELATED PARTIES:

Due from STH                                               $345,998

Due from Majority Stockholder                              $100,000

Due from various subsidiaries wholly-owned by STH        $1,818,989
                                                         ==========





                                      -39-





LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents were approximately $687,403 as of December 31, 2004
compared to approximately $1,020,000 as of December 31, 2003, a decrease of
approximately 32.6%. Working capital at December 31, 2004 was approximately
$3,747,520 as compared to approximately $3,940,000 at December 31, 2003, a
decrease of approximately 4.9%. The decrease in cash and working capital is
primarily attributable to our prepayment of certain tooling expenses, an
increase in legal fees as a result of the acquisition, and trade show expenses.

OPERATING ACTIVITIES. Net cash flows used in operating activities was $26,009
and $41,540 for the year ended December 31, 2004 and 2003, respectively. Net
cash used in operating activities for 2004 primarily reflects net loss adjusted
by cash collections from accounts receivables offset by prepayments for deposits
and payments on outstanding debt. Net cash used in operating activities for 2003
primarily reflects net income adjusted for a reversal of provision for
slow-moving inventories increased by trade receivables and an increase in
accounts payable and other accruals.

INVESTING ACTIVITIES.  Net cash flows provided by (used in) investing activities
during each of 2004 and 2003 were minimal.

FINANCING ACTIVITIES. Net cash flows provided by (used in) financing activities
for the year ended December 31, 2004 and 2003 was ($308,389) and $728,775,
respectively. Cash flows from financing activities for 2004 consists of advances
under our line of credit totaling $700,000 to fund working capital and funds
advanced under a letter of credit totaling $233,036 for goods shipped on
account. For both periods presented, advances to and/or repayments from related
party receivables and payables were made in the ordinary course of business.

We have financed our activities primarily with cash flows from operations and
borrowings under our credit facilities. We have a $1,000,000 bank line of
credit, which bears interest at prime plus one percent, which is secured by all
of our general business assets. The subject bank line of credit had $700,000
outstanding as of December 31, 2004. In March 2005, we sold an aggregate of
$1.865 million of our Series A Convertible Preferred Stock to accredited
investors. We believe that our line of credit or other financing arrangements,
existing working capital and anticipated cash flows from operations will be
adequate to satisfy our operating and capital requirements for the next 12
months at our current run rate and without any further expansion. In order to
implement our growth strategy and expansion into the image display area,
additional funds will be required.

Our plans for the next twelve months include continuing to increase our presence
in the image capture market, heavily investing our resources into the image
display market and adding future products and technologies to our current
product offerings. Additionally, we intend to seek to identify acquisition
candidates in the image capture and display industry that we believe could
compliment our business model, improve our competitive positioning and expand
our offerings to the marketplace, of which there can be no assurance. In
identifying potential acquisition candidates, we will seek to acquire companies
with varied distribution channels, rich intellectual property (IP) and high
caliber engineering personnel.

To finance our business expansion plans, we plan to aggressively pursue
additional sources of funds, the form of which will vary depending on the
prevailing market and other conditions, and may include the issuance and sale of
debt or equity securities. However, there is no assurance that such additional
funds will be available for us to finance our expansion plans. Furthermore,
there is no assurance the net proceeds from any successful financing arrangement
will be sufficient to cover cash requirements as the Company expands its
business operations.




                                      -40-



CONCENTRATION OF CREDIT RISK

CONCENTRATION OF CREDIT RISK FOR CASH HELD AT BANKS. We maintain cash balances
at several banks. Accounts at each institution are insured by the Federal
Deposit Insurance Corporation up to $100,000.

CONCENTRATION OF CREDIT RISK DUE TO GEOGRAPHIC SALES AND SIGNIFICANT CUSTOMERS.
We operate in a single industry segment - scanner and fax modules. We market our
products in the United States, Europe and the Asia Pacific region through our
sales personnel and independent sales representatives.

Our geographic sales as a percent of total revenue were as follows for the years
ended December 31:

                                          2004               2003
                                     ----------------    --------------
United States                               93%               80%
Asia Pacific                                 2%               13%
Europe and others                            5%                7%





Sales to major customers as a percentage of total revenues were as follows for
the years ended December 31:

                                          2004               2003
                                     ----------------    --------------
Customer A                                 38%                41%
Customer B                                 16%                9%
Customer C                                 15%                9%







CONCENTRATION OF CREDIT RISK DUE TO ACCOUNTS RECEIVABLE. Financial instruments
that potentially subject us to a concentration of credit risk consist primarily
of trade receivables. Our customers are concentrated in the industrial/consumer
electronics channels and with major original equipment manufacturers. As of
December 31, 2004 and 2003, the concentration was approximately 89% (2
customers) and 82% (5 customers) , respectively. The loss of any of these
customers could have a material adverse effect on our results of operations,
financial position and cash flows.

CONCENTRATION OF CREDIT RISK DUE TO SIGNIFICANT VENDORS. For each of the years
ended December 31, 2004 and 2003, our purchases have primarily been concentrated
with the wholly-owned subsidiary of our majority stockholder. If this vendor was
unable to provide materials in a timely manner and we were unable to find
alternative vendors, our business, operating results and financial condition
would be materially adversely affected.

CONCENTRATION OF CREDIT RISK DUE TO PRODUCT SALES. We had 4 different products
in 2004 and 2 different products in 2003 that each accounted for more than 10%
of sales. If any of these products were to become obsolete or unmarketable and
we were unable to successfully develop and market alternative products, our
business, operating results and financial condition could be adversely affected.



                                      -41-



   OFF-BALANCE SHEET ARRANGEMENTS

          We do not have any transactions, agreements or other contractual
arrangements that constitute off-balance sheet arrangements.

   CONTRACTUAL OBLIGATIONS

Our Contractual Obligations and Commercial Commitments are detailed below:



  ------------------------ ----------------------------------------------------------------
                                                      Payments Due by Period

          Contractual
          Obligations
  ------------------------ ----------------------------------------------------------------
                                              Less
                                             Than 1          1-3         4 - 5     After 5
                               Total          Year          Years        Years      Years
  ------------------------ ------------ -------------- -------------- --------- -----------
                                                                  
  Line of Credit (1)          $700,000       $700,000              -         -           -
  ------------------------ ------------ -------------- -------------- --------- -----------
  Letter of credit  (2)       $233,036       $233,036              -         -           -
  ------------------------ ------------ -------------- -------------- --------- -----------
  Operating Leases (3)        $207,000       $106,000       $101,000         -           -
  ------------------------ ------------ -------------- -------------- --------- -----------
  Total Cash Contractual
  Obligations
                            $1,140,036     $1,039,036       $101,000         -           -
  ------------------------ ------------ -------------- -------------- --------- -----------


(1) LINE OF CREDIT - We have a line of credit to borrow up to $1,000,000,
bearing interest at the rate of prime plus 1%, (6% at December 31, 2004) and
secured by all of our assets. Interest payments are due monthly and all unpaid
interest and principal is due in full on August 24, 2005. Upon certain events of
defaults as more fully described in the agreement, the default variable interest
rate increases to prime plus 3%. We had $300,000 available for use at December
31, 2004.

(2) LETTER OF CREDIT - We issue letters of credit in the normal course of
business. The amount outstanding as of December 31, 2004, represents one letter
of credit for goods shipped to a related entity, expiring on January 15, 2005.

(3) OPERATING LEASES - We are committed under various non-cancelable operating
leases which expire through November 2006. Future minimum rental commitments are
as follows: 2005-$106,000 and 2006-$101,000. Rent expense charged to operations
was approximately $95,000 for 2004 (2003: $99,000).





                                      -42-



 ITEM 7.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

           Our Consolidated Financial Statements and Notes thereto and the
report of Clancy and Co., P.L.L.C., our independent registered public accounting
firm, are set forth on pages F-1 through F-18 of this Annual Report.

 ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         On July 13, 2004, the Company dismissed Wiener, Goodman & Company, P.C.
("Wiener Goodman"), its independent certified public accountants for the fiscal
years ended August 31, 2003 and 2002, which dismissal was approved by the
Company's board of directors on such date. The reports by Wiener Goodman on the
financial statements of the Company during the fiscal years ended August 31,
2003 and 2002 contained a going concern opinion. During the Company's two most
recent fiscal years ended August 31, 2003 and 2002 and the subsequent period up
to July 13, 2004, there were no disagreements with the former accountant on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements if not resolved to their
satisfaction would have caused them to make reference in connection with their
opinion to the subject matter of the disagreement.

         On July 13, 2004, upon receipt of approval of its Board of Directors,
the Company engaged Clancy and Co., P.L.L.C. ("Clancy") to serve as the
Company's independent certified public accountants. During the Company's two
most recent fiscal years ended August 31, 2003 and 2002, and during any
subsequent period through July 13, 2004, the Company did not consult with Clancy
on any accounting or auditing issues; however, Clancy has previously audited the
financial statements of the Company's wholly-owned subsidiary Syscan, Inc., for
the periods December 31, 2003 and 2002.

            On April 16, 2004, the Company's Board of Directors signed a
resolution changing the fiscal year end of the Company to December 31 from
August 31. No transition period report was filed in connection with the change
in the fiscal year since the Company adopted the fiscal year end of its
wholly-owned subsidiary Syscan, Inc., which comprises all of the Company's
operations.






                                      -43-



ITEM 8A - CONTROLS AND PROCEDURES

         Based on an evaluation as of the date of the end of the period covered
by this Form 10-KSB, 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 to
ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified by the SEC's rules and forms.

CHANGES IN INTERNAL CONTROLS.

         There were no significant 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.

LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS.

         We believe that a control system, no matter how well designed and
operated, cannot provide absolute assurance that the objectives of the control
system are met, and no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within a company have
been detected.


ITEM 8B -  OTHER INFORMATION

None.






                                      -44-





                                    PART III

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT


         The following table sets forth the names and ages our current directors
and executive officers, the principal offices and positions with us held by each
person and the date such person became a director or executive officer. Each
year the stockholders elect the members of our Board of Directors.

         Our directors and executive officers are as follows:



- ----------------------- ----------------------- ------- -----------------------------------------------
NAME                    YEAR FIRST ELECTED AS    AGE    POSITION(S) HELD
                        AN OFFICER OR DIRECTOR
- ----------------------- ----------------------- ------- -----------------------------------------------
                                                
Darwin Hu                        2004             52    President, Chief Executive Officer and
                                                        Chairman
- ----------------------- ----------------------- ------- -----------------------------------------------
William Hawkins                  2004             48    Chief Operating Officer, Acting Chief
                                                        Financial Officer and Secretary
- ----------------------- ----------------------- ------- -----------------------------------------------
David Clark                      2004             36    Senior Vice President of Business Development
                                                        and Director
- ----------------------- ----------------------- ------- -----------------------------------------------
Peter Mor                        2004             54    Director
- ----------------------- ----------------------- ------- -----------------------------------------------
Lawrence Liang                   2004             68    Director
- ----------------------- ----------------------- ------- -----------------------------------------------


There are no family relationships between any director, executive officer, or
person nominated or chosen to become a director or executive officer. DARWIN HU
became our Chairman, President and Chief Executive Officer on April 2, 2004, in
connection with our acquisition of Syscan, Inc. Prior thereto, Mr. Hu was the
President and Chief Executive Officer of Syscan, Inc., our wholly-owned
subsidiary. Mr. Hu has over 21 years of experience in the high-tech industry and
has held various management related positions within organizations related to
color graphic imaging input scanning, display output and imaging communication
product development, manufacturing and sales and marketing. Before joining
Syscan, Inc. in April 1998, Mr. Hu held senior management positions at Microtek,
Xerox, OKI, AVR, DEST, Olivetti and Grundig. Mr. Hu holds a bachelor's degree in
Engineering Science from National Cheng-Kung University, Taiwan, and a master's
degree in Computer Science and Engineering from California State University,
Chico, USA.




                                      -45-



WILLIAM HAWKINS became our Chief Operating Officer and Secretary on April 2,
2004, in connection with our acquisition of Syscan, Inc. Mr. Hawkins has held
various management positions at Syscan, Inc., the Company's wholly-owned
subsidiary, since 1999, including V.P. of Sales and Marketing, President and
General Manager Syscan Imaging Group. Prior thereto, Mr. Hawkins' product focus
has been primarily in the imaging systems and computer peripheral markets,
including senior positions with General Electric (UK), Kaman Aerospace, British
Aerospace Engineering, Gartner Research and Per Scholas. Mr. Hawkins received a
bachelor's degree in physics from the University of Maryland in 1978 and an MBA
from Johns Hopkins University in Management of Technology Concentration (MOT).

DAVID CLARK has been our Senior Vice President of Business Development and a
director since July 15, 2004. From October, 2003 to July, 2004 Mr. Clark was
President of Nautical Vision, Inc. a market specific image display company where
he created and implemented the company's business plan which involved product
sourcing, sales and marketing and general management. From June, 2001 to
October, 2003 Mr. Clark actively invested in and consulted to a diverse group of
companies in addition to being involved in residential development. Mr. Clark
was President and CEO of Homebytes.com from November, 1998 to May of 2001, where
he was primarily responsible for raising in excess of twenty five million
dollars in funding from investors including America Online, FBR Technology
Venture Partners, PNC Bank, and Bank of America, as well as being instrumental
in the acquisition of a key competitor of Homebytes.com. Prior thereto Mr. Clark
was the head of distribution and a director of Take Two Interactive
(NASDAQ:TTWO) which was a result of TTWO's acquisition of Inventory Management
Systems, Inc. (I.M.S.I.), of which Mr. Clark was a co-founder and President.
Prior to founding I.M.S.I., Mr. Clark held various management positions with
Acclaim Entertainment (NASDAQ:AKLM), and the Imagesoft division of SONY Music
(NYSE:SNE). Mr. Clark received a B.S. in Business from the State University of
New York at Binghamton in 1990.

PETER MOR has been a director since April 2, 2004. Mr. Mor has been the Senior
Vice President of Engineering & Operations of Focus Enhancements since February
1, 2005. Prior to joining Focus Enhancements, Mr. Mor served as a Vice President
of Engineering of SONY Corp. from July 23, 1999 to January 31, 2005 where he is
responsible for research and development of SONY's VAIO Notebook and Desktop
PCs, accessories and web based network services. Prior thereto, Mr. Mor has
extensive experience in engineering, operations and manufacturing, as well as
off-shore manufacturing, international outsourcing and procurement and ODM
management. Prior to joining SONY Corp., since 1980 Mr. Mor held various senior
positions with AMAX Engineering, AVR Technologies, Fujitsu Computer Products of
America, XEROX and QUME. Mr. Mor holds a master's degree in Computer Science
from the University of Oregon and a bachelor's degree in Electrical Engineering
from National Cheng-Kung University, Taiwan.

LAWRENCE LIANG has been a director since April 2, 2004. Since 1984 Mr. Liang has
been the President and Vice President of Genoa Systems Corporation, a graphics
company that developed the flicker free and true color technologies in the late
1980's, the President of Telecom Marketing, a marketing consultant for
telecommunications infrastructure, and the President of Cwaves Technology, a
wireless LAN/WAN company. Mr. Liang has also worked for IBM's Technology
Component Division to help develop semiconductor products and RISC CPU
Instruction sets. Mr. Liang also spent five years in IBM's Disk Drive division
in Silicon Valley where he held various management positions. Mr. Liang holds a
master's degree in Applied Mathematics from the City University of New York.





                                      -46-


BOARD COMMITTEES

           The Company's board of directors does not currently have any standing
committees. The Company intends to establish an audit committee which it expects
will be comprised of a majority of independent directors.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires that our directors and executive officers and persons who beneficially
own more than 10% of our common stock (referred to herein as the "reporting
persons") file with the SEC various reports as to their ownership of and
activities relating to our common stock. Such reporting persons are required by
the SEC regulations to furnish us with copies of all Section 16(a) reports they
file. Based solely upon a review of copies of Section 16(a) reports and
representations received by us from reporting persons, and without conducting
any independent investigation of our own, in 2004, we believe all Forms 3, 4 and
5 were timely filed with the SEC by such reporting persons.

CODE OF ETHICS

         Our Board of Directors has adopted a Code of Ethics which is applicable
to all of our chief executive officer senior financial officers and members of
our board of directors, including our principal executive officer and principal
financial officer, principal accounting officer or controller, or other persons
performing similar functions.

            Any amendment of our Code of Ethics or waiver thereof applicable to
any of our principal executive officer, principal financial officer and
controller, principal accounting officer, directors or persons performing
similar functions will be disclosed on our website within 5 days of the date of
such amendment or waiver. In the case of a waiver, the nature of the waiver, the
name of the person to whom the waiver was granted and the date of the waiver
will also be disclosed. A copy of our Code of Ethics is attached hereto as
Exhibit 14.






                                      -47-



ITEM 10.  EXECUTIVE COMPENSATION

         The following table sets forth, for the fiscal years indicated, all
compensation awarded to, paid to or earned by the following type of executive
officers for the fiscal years ended December 31, 2002, 2003 and 2004: (i)
individuals who served as, or acted in the capacity of, our principal executive
officer for the fiscal year ended December 31, 2004; and (ii) our other most
highly compensated executive officers, who together with the principal executive
officer are our most highly compensated officers whose salary and bonus exceeded
$100,000 with respect to the fiscal years ended December 31, 2004, 2003 and 2002
and who were employed by us at the end of fiscal year 2004.



                                                      SUMMARY COMPENSATION TABLE*

                                                                                              LONG TERM COMPENSATION
                                               ANNUAL COMPENSATION                    AWARDS                        PAYOUTS

NAME AND PRINCIPAL POSITION      YEAR      SALARY     BONUS
- ---------------------------      ----      ------     -----    OTHER ANNUAL    RESTRICTED    SECURITIES       LTIP       ALL OTHER
                                                               COMPENSATION      STOCK       UNDERLYING     PAYOUTS    COMPENSATION
                                                               ------------                                 -------    ------------
                                                                                AWARD(S)    OPTIONS/SARS
                                            ($)          ($)       ($)            ($)           (#)            ($)          ($)
                                                                                                   
 Darwin Hu, Chief Executive      2004     200,000       --         --             --             --             --           --
 Officer and Chairman

                                 2003     200,000       --         --             --             --             --           --
                                 2002     200,000       --         --             --             --             --           --

 William Hawkins                 2004     160,000       --         --             --             --             --           --
 Chief Operating Officer,
 Acting Chief Financial
 Officer and Secretary
                                 2003     160,000       --         --             --             --             --           --
                                 2002     160,000       --         --             --             --             --           --

 David Clark                     2004      68,750       --         --             --             --             --           --
 Senior Vice President of
 Business Development (1)

 Stephen Yim                     2004      97,307       --         --             --             --             --           --
 Former Chief Financial
 Officer(2)


- -------------------------
* Salary reflects total compensation paid to these executives (both before and
after the merger described in Item 1).

(1) Mr. Clark became Senior Vice President of Business Development in July 2004
and is paid an annual salary of $150,000.
(2) Mr. Yim was our Chief Financial Officer from April 2004 through February 4,
2005 and was paid an annual salary of $120,000. Mr. Yim is no longer employed
by us.






                                      -48-



                          OPTION GRANTS IN FISCAL 2004

     The following table sets forth certain information regarding stock options
held as of December 31, 2004 by the named executive officers.



                                                   NUMBER OF
                                                   SECURITIES    % OF TOTAL GRANTED
                                                   UNDERLYING     TO EMPLOYEES IN       EXERCISE      EXPIRATION
                                                    OPTIONS         FISCAL YEAR       PRICE ($/SH)       DATE
NAME AND PRINCIPAL POSITION                         GRANTED

                                                                                               
Darwin Hu                                           560,000            25.5%              $2.00      July 20, 2014
   President and Chief Executive Officer
William Hawkins                                     360,000            16.4%              $2.00      July 20, 2014
   Chief Operating Officer, Acting Chief
Financial Officer and Secretary

David Clark                                         400,000            18.2%              $2.00      July 20, 2014
   Senior Vice President of Business Development

Stephen Yim                                         220,000            10.0%              $2.00       May 4, 2005
   Former Chief Financial Officer





                                AGGREGATE OPTIONS EXERCISEABLE IN LAST FISCAL YEAR
                                         AND FISCAL YEAR END OPTION VALUES

                                                       Number of Securities             Value of Unexercised
                                                      Underlying Unexercised            In-the-Money Options
                                                   OPTIONS AT DECEMBER 31, 2004       AT DECEMBER 31, 2004 (1)
                                                   ----------------------------       ------------------------
NAME AND PRINCIPAL POSITION                       EXERCISABLE    UNEXERCISABLE     EXERCISABLE     UNEXERCISABLE
- ---------------------------                       -----------    -------------     -----------     -------------
                                                                                     
Darwin Hu                                             -0-           560,000       $    0         $      616,000
   President, Chief Executive Officer
   and Chairman of the Board

William Hawkins                                       -0-           360,000       $     0        $      396,000
   Chief operating Officer, Acting Chief
Financial Officer and Secretary

David Clark                                           -0-           400,000       $    0         $     440,000
   Vice President of Business Development

Stephen Yim                                           -0-           220,000       $     0        $     242,000
   Former Chief Financial Officer (2)


- ------------------------------------------------- ------------- ----------------- -------------- ------------------
(1)      As of December 31, 2004, the market value of a share of common stock
         was $3.10.

(2)      On February 4, 2005, Mr. Yim was terminated as the Company's Chief
         Financial Officer and the Board of Directors agreed to allow 55,000
         options to immediately vest. Additionally, 165,000 options expired
         immediately upon such termination. The 55,000 options are exercisable
         through May 4, 2005.




     No shares were exercised by named executive officers in fiscal year ended
December 31, 2004.



                                      -49-




         As of December 31, 2004, options to purchase a total of 2,200,000
shares of common stock were granted under our 2002 Amended and Restated Stock
option Plan, at an exercise price of $2.00 per share. One-fourth of the options
granted vest on the first anniversary, one-fourth of the options granted vest on
the second anniversary, one-fourth of the options granted vest on the third
anniversary and one-fourth of the options vest on the fourth anniversary. The
options expire on the ten year anniversary of their grant date.

         All options described above have been issued pursuant to the 2002
Amended and Restated Stock Option Plan described below.

2002 AMENDED AND RESTATED STOCK OPTION PLAN

DESCRIPTION OF THE 2002 PLAN

         THE PURPOSE OF THE 2002 PLAN. The purpose of the 2002 Plan is to
provide additional incentive to the Directors, officers, employees and
consultants of the Company who are primarily responsible for the management and
growth of the Company. Each option shall be designated at the time of grant as
either an incentive stock option (an "ISO") or as a non-qualified stock option
(a "NQSO").

         The purpose of the 2002 Plan is to provide additional incentives to the
directors, officers, employees and consultants of the Company who are primarily
responsible for the management and growth of the Company. Each option shall be
designated at the time of grant as either an incentive stock option (an "ISO")
or a non-qualified stock option (a "NQSO"). The Board of Directors believes that
the ability to grant stock options to employees which qualify for ISO treatment
provides an additional material incentive to certain key employees. The Internal
Revenue Code requires that ISOs be granted pursuant to an option plan that
receives shareholder approval within one year of its adoption. The Company
adopted the 2002 Plan in order to comply with this statutory requirement and
preserve its ability to grant ISOs.

         The benefits to be derived from the 2002 Plan, if any, are not
quantifiable or determinable.

         ADMINISTRATION OF THE PLAN. The 2002 Plan shall be administered by the
Board of Directors of the Company, or by any committee that the Company may in
the future form and to which the Board of Directors may delegate the authority
to perform such functions (in either case, the "Administrator"). The Board of
Directors shall appoint and remove members of the committee in its discretion in
accordance with applicable laws. In the event that the Company establishes such
a committee and is required to comply with Rule 16b-3 under the Exchange Act and
Section 162(m) of the Internal Revenue Code (the "Code"), the committee shall,
in the Board of Director's discretion, be comprised solely of "non-employee
directors" within the meaning of said Rule 16b-3 and "outside directors" within
the meaning of Section 162(m) of the Code. Notwithstanding the foregoing, the
Administrator may delegate non-discretionary administrative duties to such
employees of the Company as it deems proper and the Board of Directors, in its
absolute discretion, may at any time and from time to time exercise any and all
rights and duties of the Administrator under the 2002 Plan.



                                      -50-



         Subject to the other provisions of the 2002 Plan, the Administrator
shall have the authority, in its discretion: (i) to grant options; (ii) to
determine the fair market value of the Common Stock subject to options; (iii) to
determine the exercise price of options granted; (iv) to determine the persons
to whom, and the time or times at which, options shall be granted, and the
number of shares subject to each option; (v) to interpret the 2002 Plan; (vi) to
prescribe, amend, and rescind rules and regulations relating to the 2002 Plan;
(vii) to determine the terms and provisions of each option granted (which need
not be identical), including but not limited to, the time or times at which
options shall be exercisable; (viii) with the consent of the optionee, to modify
or amend any option; (ix) to defer (with the consent of the optionee) the
exercise date of any option; (x) to authorize any person to execute on behalf of
the Company any instrument evidencing the grant of an option; and (xi) to make
all other determinations deemed necessary or advisable for the administration of
the 2002 Plan. The Administrator may delegate non-discretionary administrative
duties to such employees of the Company as it deems proper.

         SHARES OF STOCK SUBJECT TO THE 2002 PLAN. Subject to the conditions
outlined below, the total number of shares of stock which may be issued under
options granted pursuant to the 2002 Plan shall not exceed 200,000 shares of
Common Stock, $.001 par value per share. In April 2004, the Board of Directors
unanimously voted to increase the total number of shares of stock which may be
issued under options granted pursuant to the 2002 Plan from 200,000 to 2,200,000
and subsequently increased in July 2004 to 3,200,000. The Company's stockholders
will be asked to ratify the increase in the authorized number of shares of stock
that may be issued under the 2002 Plan at the next annual meeting of
stockholders.

         The number of shares of Common Stock subject to options granted
pursuant to the 2002 Plan may be adjusted under certain conditions. If the stock
of the Company is changed by reason of a stock split, reverse stock split, stock
dividend, recapitalization, combination or reclassification, appropriate
adjustments shall be made by the Board of Directors in (i) the number and class
of shares of stock subject to the 2002 Plan, and (ii) the exercise price of each
outstanding option; provided, however, that the Company shall not be required to
issue fractional shares as a result of any such adjustments. Each such
adjustment shall be subject to approval by the Board of Directors in its sole
discretion.

         In the event of the proposed dissolution or liquidation of the Company,
the Administrator shall notify each optionee at least thirty days prior to such
proposed action. To the extent not previously exercised, all options will
terminate immediately prior to the consummation of such proposed action;
provided, however, that the Administrator, in the exercise of its sole
discretion, may permit exercise of any options prior to their termination, even
if such options were not otherwise exercisable. In the event of a merger or
consolidation of the Company with or into another corporation or entity in which
the Company does not survive, or in the event of a sale of all or substantially
all of the assets of the Company in which the Shareholders of the Company
receive securities of the acquiring entity or an affiliate thereof, all options
shall be assumed or equivalent options shall be substituted by the successor
corporation (or other entity) or a parent or subsidiary of such successor
corporation (or other entity); provided, however, that if such successor does
not agree to assume the options or to substitute equivalent options therefor,
the Administrator, in the exercise of its sole discretion, may permit the
exercise of any of the options prior to consummation of such event, even if such
options were not otherwise exercisable.



                                      -51-



         PARTICIPATION. Every person who at the date of grant of an option is an
employee of the Company or of any Affiliate (as defined below) of the Company is
eligible to receive NQSOs or ISOs under the 2002 Plan. Every person who at the
date of grant is a consultant to, or non-employee director of, the Company or
any Affiliate (as defined below) of the Company is eligible to receive NQSOs
under the 2002 Plan. The term "Affiliate" as used in the 2002 Plan means a
parent or subsidiary corporation as defined in the applicable provisions
(currently Sections 424(e) and (f), respectively) of the Code. The term
"employee" includes an officer or director who is an employee of the Company.
The term "consultant" includes persons employed by, or otherwise affiliated
with, a consultant.

         OPTION PRICE. The exercise price of a NQSO shall be not less than 85%
of the fair market value of the stock subject to the option on the date of
grant. To the extent required by applicable laws, rules and regulations, the
exercise price of a NQSO granted to any person who owns, directly or by
attribution under the Code (currently Section 424(d)), stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company or of any Affiliate (a "10% Shareholder") shall in no event be less than
110% of the fair market value of the stock covered by the option at the time the
option is granted. The exercise price of an ISO shall be determined in
accordance with the applicable provisions of the Code and shall in no event be
less than the fair market value of the stock covered by the option at the time
the option is granted. The exercise price of an ISO granted to any 10% Percent
Shareholder shall in no event be less than 110% of the fair market value of the
stock covered by the Option at the time the Option is granted.

         TERM OF THE OPTIONS. The Administrator, in its sole discretion, shall
fix the term of each option, provided that the maximum term of an option shall
be ten years. ISOs granted to a 10% Shareholder shall expire not more than five
years after the date of grant. The 2002 Plan provides for the earlier expiration
of options in the event of certain terminations of employment of the holder.

         RESTRICTIONS ON GRANT AND EXERCISE. Except with the express written
approval of the Administrator which approval the Administrator is authorized to
give only with respect to NQSOs, no option granted under the 2002 Plan shall be
assignable or otherwise transferable by the optionee except by will or by
operation of law. During the life of the optionee, an option shall be
exercisable only by the optionee.

         TERMINATION OF THE 2002 PLAN. The 2002 Plan shall become effective upon
adoption by the Board or Directors; provided, however, that no option shall be
exercisable unless and until written consent of the Shareholders of the Company,
or approval of Shareholders of the Company voting at a validly called
Shareholders' meeting, is obtained within twelve months after adoption by the
Board of Directors. If such Shareholder approval is not obtained within such
time, options granted pursuant to the 2002 Plan shall be of the same force and
effect as if such approval was obtained except that all ISOs granted pursuant to
the 2002 Plan shall be treated as NQSOs. Options may be granted and exercised
under the 2002 Plan only after there has been compliance with all applicable
federal and state securities laws. The 2002 Plan shall terminate within ten
years from the date of its adoption by the Board of Directors.



                                      -52-



         TERMINATION OF EMPLOYMENT. If for any reason other than death or
permanent and total disability, an optionee ceases to be employed by the Company
or any of its Affiliates (such event being called a "Termination"), options held
at the date of Termination (to the extent then exercisable) may be exercised in
whole or in part at any time within three months of the date of such
Termination, or such other period of not less than thirty days after the date of
such Termination as is specified in the Option Agreement or by amendment thereof
(but in no event after the expiration date of the option (the "Expiration
Date")); provided, however, that if such exercise of the option would result in
liability for the optionee under Section 16(b) of the Exchange Act, then such
three-month period automatically shall be extended until the tenth day following
the last date upon which optionee has any liability under Section 16(b) (but in
no event after the Expiration Date). If an optionee dies or becomes permanently
and totally disabled (within the meaning of Section 22(e)(3) of the Code) while
employed by the Company or an Affiliate or within the period that the option
remains exercisable after Termination, options then held (to the extent then
exercisable) may be exercised, in whole or in part, by the optionee, by the
optionee's personal representative or by the person to whom the option is
transferred by devise or the laws of descent and distribution, at any time
within twelve months after the death or twelve months after the permanent and
total disability of the optionee or any longer period specified in the Option
Agreement or by amendment thereof (but in no event after the Expiration Date).
"Employment" includes service as a director or as a consultant. For purposes of
the 2002 Plan, an optionee's employment shall not be deemed to terminate by
reason of sick leave, military leave or other leave of absence approved by the
Administrator, if the period of any such leave does not exceed 90 days or, if
longer, if the optionee's right to reemployment by the Company or any Affiliate
is guaranteed either contractually or by statute.

         AMENDMENTS TO THE PLAN. The Board of Directors may at any time amend,
alter, suspend or discontinue the 2002 Plan. Without the consent of an optionee,
no amendment, alteration, suspension or discontinuance may adversely affect
outstanding options except to conform the 2002 Plan and ISOs granted under the
2002 Plan to the requirements of federal or other tax laws relating to ISOs. No
amendment, alteration, suspension or discontinuance shall require Shareholder
approval unless (i) shareholder approval is required to preserve incentive stock
option treatment for federal income tax purposes or (ii) the Board of Directors
otherwise concludes that shareholder approval is advisable.

         TAX TREATMENT OF THE OPTIONS. Under the Code, neither the grant nor the
exercise of an ISO is a taxable event to the optionee (except to the extent an
optionee may be subject to alternative minimum tax); rather, the optionee is
subject to tax only upon the sale of the Common Stock acquired upon exercise of
the ISO. Upon such a sale, the entire difference between the amount realized
upon the sale and the exercise price of the option will be taxable to the
optionee. Subject to certain holding period requirements, such difference will
be taxed as a capital gain rather than as ordinary income. Optionees who receive
NQSOs will be subject to taxation upon exercise of such options on the spread
between the fair market value of the Common Stock on the date of exercise and
the exercise price of such options. This spread is treated as ordinary income to
the optionee, and the Company is permitted to deduct as an employee expense a
corresponding amount. NQSOs do not give rise to a tax preference item subject to
the alternative minimum tax.




                                      -53-


 EMPLOYMENT AGREEMENTS

The independent members of our board of directors have approved the terms of
each of the employment agreements described below. We intend to enter into the
employment agreements described below with each of the following persons.

         Darwin Hu as our President and Chief Executive Officer. The agreement
provides for an initial term of three years, an annual salary to Mr. Hu of
$200,000 and an annual bonus to be determined by our board of directors. In
connection with the agreement, Mr. Hu was issued non-qualified options to
purchase up to 1,500,000 shares of our common stock at an exercise price of
$0.01 per share. One-third of the options shall vest on the later to occur of:
(i) April 4, 2005, and (ii) execution of the employment agreement, one-third
shall vest on April 3, 2006 and one-third shall vest on April 2, 2007. The
agreement also provides for the executive's ability to participate in our health
insurance program. In the event that Mr. Hu's employment is terminated other
than with good cause, he will receive a payment of the lesser of his then
remaining salary due pursuant to the employment agreement or six months of base
salary at his then current annual salary.

         William Hawkins as our Chief Operating Officer. The agreement provides
an initial term of three years, an annual salary to Mr. Hawkins of $160,000 and
an annual bonus to be determined by our board of directors. In connection with
the agreement, Mr. Hawkins was issued non-qualified options to purchase up to
1,000,000 shares of our common stock at an exercise price of $0.01 per share.
One-third of the options shall vest on the later to occur of: (i) April 4, 2005,
and (ii) execution of the employment agreement, one-third shall vest on April 3,
2006 and one-third shall vest on April 2, 2007. The agreement also provides for
the executive's ability to participate in our health insurance program. In the
event that Mr. Hawkins' employment is terminated other than with good cause, he
will receive a payment of the lesser of his then remaining salary due pursuant
to the employment agreement or six months of base salary at his then current
annual salary.

         David Clark as our Senior Vice President of Business Development. The
agreement provides for an initial term of three years, an annual salary to Mr.
Clark of $150,000 and an annual bonus to be determined by our board of
directors. In connection with the agreement, Mr. Clark was issued non-qualified
options to purchase up to 800,000 shares of our common stock at an exercise
price of $0.01 per share. One-third of the options shall vest on the later to
occur of: (i) April 4, 2005, and (ii) execution of the employment agreement,
one-third shall vest on April 3, 2006 and one-third shall vest on April 2, 2007.
The agreement also provides for the executive's ability to participate in our
health insurance program. In the event that Mr. Clark's employment is terminated
other than with good cause, he will receive a payment of the lesser of his then
remaining salary due pursuant to the employment agreement or six months of base
salary at his then current annual salary.






                                      -54-



ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 24, 2005, information regarding the
beneficial ownership of the Company's Common Stock based upon the most recent
information available to the Company for: (i) each person known by the Company
to own beneficially more than five (5%) percent of its outstanding Common Stock,
(ii) each of its officers and directors, and (iii) all of its officers and
directors as a group. Unless otherwise indicated, each of the persons listed
below has sole voting and investment power with respect to the shares
beneficially owned by them. As of March 24, 2005 there were 23,110,515 shares of
our Common Stock outstanding.

NAME AND ADDRESS OF      NUMBER OF COMMON SHARES     PERCENTAGE OF COMMON SHARES
BENEFICIAL OWNER(1)       BENEFICIALLY OWNED(2)          BENEFICIALLY OWNED

Darwin Hu (3)                           -0-                        -
William Hawkins (4)                     -0-                        -
David Clark (5)                      50,000                        *
Peter Mor (6)                           -0-                        -
Lawrence Liang (7)                      -0-                        -
Syscan Imaging Limited(8)        18,773,514                    81.2%
All Directors and Officers
  as a group
 (5 persons) (3)-(7)                 50,000                        *
* less than one percent

(1) Unless otherwise indicated, the address of each person listed below is c/o
Syscan Imaging, Inc., 1772 Technology Drive, San Jose, California 95110.

(2) Pursuant to the rules and regulations of the Securities and Exchange
Commission, shares of common stock that an individual or group has a right to
acquire within 60 days pursuant to the exercise of options or warrants are
deemed to be outstanding for the purposes of computing the percentage ownership
of such individual or group, but are not deemed to be outstanding for the
purposes of computing the percentage ownership of any other person shown in the
table.

(3) . Does not include 560,000 shares issuable upon the exercise of options
granted pursuant to the Company's Amended and Restated 2002 Stock Option Plan
which are not exercisable within 60 days of the date hereof. Also does not
include shares underlying options to be issued to Mr. Hu upon execution of an
employment agreement previously approved by the board of directors, pursuant to
which Mr. Hu will receive options to purchase up to 1,500,000 shares of our
common stock, 500,000 of which shall vest upon the later to occur of: (i) April
4, 2005, and (ii) execution of the employment agreement between us and Mr. Hu.
Mr. Hu also disclaims beneficial ownership of any shares of common stock held by
Syscan Imaging Limited, our majority-stockholder, of which Mr. Hu is a director.

(4) Does not include 360,000 shares issuable upon the exercise of options
granted pursuant to the Company's Amended and Restated 2002 Stock Option Plan
which are not exercisable within 60 days of the date hereof. Also does not
include shares underlying options to be issued to Mr. Hawkins upon execution of
an employment agreement previously approved by the board of directors, pursuant
to which Mr. Hawkins will receive options to purchase up to 1,000,000 shares of
our common stock, 333,334 of which shall vest upon the later to occur of: (i)
April 4, 2005, and (ii) execution of the employment agreement between us and Mr.
Hawkins.

(5) Includes 50,000 shares of common stock. Does not include 400,000 shares
issuable upon the exercise of options granted pursuant to the Company's Amended
and Restated 2002 Stock Option Plan which are not exercisable within 60 days of
the date hereof. Also does not include shares underlying options to be issued to
Mr. Clark upon execution of an employment agreement previously approved by the
board of directors, pursuant to which Mr. Clark will receive options to purchase
up to 800,000 shares of our common stock, 266,667 of which shall vest upon the
later to occur of: (i) April 4, 2005, and (ii) execution of the employment
agreement between us and Mr. Clark.



                                      -55-



(6) Does not include 80,000 shares issuable upon the exercise of options granted
pursuant to the Company's Amended and Restated 2002 Stock Option Plan which are
not exercisable within 60 days of the date hereof.

(7) Does not include 80,000 shares issuable upon the exercise of options granted
pursuant to the Company's Amended and Restated 2002 Stock Option Plan which are
not exercisable within 60 days of the date hereof.

(8) The sole shareholder of Syscan Imaging Limited is Syscan Technology Holdings
Limited, a publicly-held company whose shares are listed on The Growth
Enterprise Market of The Stock Exchange of Hong Kong Limited. The address for
Syscan Imaging Limited is Unit 808, 8th floor, K. Wah Centre, 191 Java Road,
North Point Hong Kong.





                                             EQUITY COMPENSATION PLAN INFORMATION

- ----------------------------------------------- --------------------- ------------------ -----------
                                                                                    Number of
                                                                                   securities
                                                                                    remaining
                                                                                  available for
                                           Number of        Weighted average     future issuance
                                        securities to be     exercise price       under equity
                                          issued upon        of outstanding    compensation plans
                                          exercise of           options,           (excluding
                                          outstanding         warrants and         securities
                                       options, warrants         rights           reflected in
                                           and rights              (b)             column (a))
                                              (a) (c)
- -------------------------------------- --------------------- ------------------ --------------------
- -------------------------------------- --------------------- ------------------ --------------------
                                                                               
Equity compensation plans approved            200,000               $2.00              -0-
by security holders
- -------------------------------------- --------------------- ------------------ --------------------
- -------------------------------------- --------------------- ------------------ --------------------
Equity compensation plans not approved       2,000,000             $2.00              5,165,000(1)
by security holders
- -------------------------------------- --------------------- ------------------ --------------------
- -------------------------------------- --------------------- ------------------ --------------------
         Total                               2,200,000             $2.0066            5,165,000(1)
- -------------------------------------- --------------------- ------------------ --------------------


(1) Includes up to 4,000,000 options previously approved by the independent
members of the board of director to be issued to officers, certain employees and
consultants to us in connection with the execution of previously approved
employment and consulting agreements. None of such 4,000,000 options have been
issued as of the date hereof.

ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

MANUFACTURING

            All of our products are manufactured by Syscan Technology Holdings
(STH), the parent company of our majority stockholder. We and STH have
established an internal-pricing agreement that is updated on a semi-annual
basis. STH currently serves as the manufacturer of all current image capture
products produced by us. We believe, for quality control and pricing reasons,
that this type of relationship is more favorable then could be attained from
unaffiliated third-parties. We purchase and provide STH with critical parts and
components necessary to manufacture our products.



                                      -56-



         We purchase significantly all of our finished scanner imaging products
from the parent company of our majority stockholder, Syscan Technology Holdings
Limited ("STH"). Our Chairman and CEO, Darwin Hu, was formerly the CEO of STH,
and beneficially owns approximately 5.33% of the issued and outstanding capital
stock of STH. The following is a summary of significant related party
transactions, which were carried out in the normal course of the Company's
business, during the years ended December 31, 2004 and 2003:

THE FOLLOWING IS A SUMMARY OF SIGNIFICANT RELATED PARTY PURCHASE TRANSACTIONS,
WHICH WERE CARRIED OUT IN THE NORMAL COURSE OF THE COMPANY'S BUSINESS:



                                                 2004              2003
                                              --------------- -----------------

SYSCAN Intervision Limited                      $  3,825,482      $  4,418,415
                                              =============== =================

SYSCAN Optoelectronics Technology
  (Shenzhen) Company Limited                    $    520,200      $       --
                                              =============== =================







AMOUNTS DUE TO/FROM RELATED PARTIES ARE UNSECURED, INTEREST-FREE AND REPAYABLE
ON DEMAND AND CONSISTED OF THE FOLLOWING:

                                                               DECEMBER 31, 2004
AMOUNTS DUE FROM RELATED PARTIES:
Due from STH                                                    $    345,998


Due from our majority stockholder                                    100,000


Due from various subsidiaries wholly-owned by STH                  1,818,989

                                                             -----------------
TOTAL                                                          $   2,264,987
                                                             =================

         In February 2005, the independent members of our board of directors
approved employment agreements and option issuances to each of Darwin Hu, our
Chief Executive Officer, William Hawkins, our Chief Operating Officer and Acting
Chief Financial Officer, and David Clark, our Senior Vice President of Business
Development. Upon execution of the employment agreements referred to above, each
of Messrs. Hu, Hawkins and Clark will be granted options to purchase 1,500,000,
1,000,000 and 800,000 shares of our common stock, respectively, at an exercise
price of $0.01 per share. Such options shall vest one-third on the later to
occur of: (i) April 4, 2005; and (ii) the execution of such employment
agreement, one-third shall vest on April 3, 2006 and one-third shall vest on
April 2, 2007. Pursuant to such employment agreements, each of Messrs. Hu,
Hawkins and Clark shall be entitled to receive annual salaries of $200,000,
$160,000 and $150,000, respectively.



                                      -57-



         Other than those described above, we have no material transactions
which involved or are planned to involve a direct or indirect interest of a
director, executive officer, greater than 5% stockholder or any family member of
such parties.

         We believe that all of the transactions set forth above were made on
terms no less favorable to us than could have been obtained from unaffiliated
third parties. All future transactions between us and our officers, directors
and principal shareholders and their affiliates will be on terms no less
favorable than could be obtained from unaffiliated third parties and will be
approved by the independent members of our board of directors.

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

     14*       Code of Ethics adopted by the Company's board of directors on
               March 28, 2005.

     21*       Subsidiaries of the Company.




                                      -58-



     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

(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.






                                      -59-


         ITEM 14.          PRINCIPAL ACCOUNTANT FEES AND SERVICES

         The following table sets forth fees billed to us by our independent
registered public accounting firm, Clancy and Co., P.L.L.C., during the fiscal
years ended December 31, 2004, and December 31, 2003, for: (i) services rendered
for the audit of our annual financial statements and the review of our quarterly
financial statements; (ii) services by our independent registered public
accounting firms that are reasonably related to the performance of the audit or
review of our financial statements and that are not reported as Audit Fees;
(iii) services rendered in connection with tax compliance, tax advice and tax
planning; and (iv) all other fees for services rendered. Since we do not
currently have an audit committee, our board of directors approved the audit
services provided by Clancy and Co, P.L.L.C. and the fees incurred in connection
therewith.

                                    DECEMBER 31, 2003   DECEMBER 31, 2004
         Audit Fees                     $23,000              $36,950
         Audit Related Fees               -0-                  -0-
         Tax Fees                         -0-                  -0-
         All Other Fees                   -0-                  -0-









                                      -60-








                      SYSCAN IMAGING, INC. AND SUBSIDIARIES
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------



Report of Independent Registered Public Accounting Firm ..................   F-2

Consolidated Balance Sheet................................................   F-3

Consolidated Statements of Operations ....................................   F-4

Consolidated Statements of Changes in Stockholders' Equity ...............   F-5

Consolidated Statements of Cash Flows ....................................   F-6

Notes to Consolidated Financial Statements ...............................   F-7










                                      F-1




















             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Syscan Imaging, Inc.

We have audited the accompanying consolidated balance sheet of Syscan Imaging,
Inc. (a Delaware Corporation) and Subsidiaries (the "Company") as of December
31, 2004, and the related consolidated statements of operations, changes in
stockholders' equity, and cash flows for the years ended December 31, 2004 and
2003. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of the
Company as of December 31, 2004, and the consolidated results of its operations
and its cash flows for the periods indicated, in conformity with generally
accepted accounting principles in the United States of America.



Clancy and Co., P.L.L.C.
Phoenix, Arizona

March 7, 2005






                                      F-2





                      SYSCAN IMAGING, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2004

                                    ASSETS
- ---------------------------------------------------------
Current assets
                                                                
   Cash and cash equivalents                                       $    687,403
   Trade receivables, net                                             1,127,873
   Inventories                                                          496,680
   Prepayments, deposits and other current assets                       218,141
   Due from related parties                                           2,264,987
                                                                   ------------
Total current assets                                                  4,795,084

Fixed assets, net                                                        23,985

Other assets
   Intangible assets                                                     13,493
   Long-term investment                                                 997,692
                                                                   ------------
Total other assets                                                    1,011,185
                                                                   ------------

TOTAL ASSETS                                                       $  5,830,254
                                                                   ============


                     LIABILITIES AND STOCKHOLDERS' EQUITY
- ---------------------------------------------------------
Current liabilities
   Bank line of credit                                             $    700,000
   Letter of credit                                                     233,036
   Trade payables                                                        62,307
   Other payables and accruals                                           52,221
                                                                   ------------
Total current liabilities                                             1,047,564

Commitments and contingencies                                              --

Stockholders' equity
   Preferred stock: $0.001 par value; 2,000,000
      shares authorized and none outstanding                               --
   Common stock: $0.001 par value; 50,000,000
      shares authorized and 23,110,515 shares
      issued and outstanding                                             23,110
   Additional paid in capital                                        25,478,263
   Accumulated deficit                                              (20,718,683)
                                                                   ------------
Total stockholders' equity                                            4,782,690
                                                                   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $  5,830,254
                                                                   ============






   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.






                                      F-3





                      SYSCAN IMAGING, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             YEARS ENDED DECEMBER 31

                                                       2004             2003
                                                   ------------     ------------
                                                              
NET SALES                                          $  6,057,821     $  7,456,782

COSTS OF SALES                                        4,167,140        5,089,453
                                                   ------------     ------------

GROSS PROFIT                                          1,890,681        2,367,329

OPERATING EXPENSES
   Selling and marketing expenses                       745,557          635,966
   General and administrative expenses                  827,294          625,156
   Research and development expenses                    528,417          799,825
                                                   ------------     ------------
Total operating expenses                              2,101,268        2,060,947
                                                   ------------     ------------

OPERATING EARNINGS (LOSS)                              (210,587          306,382

Other income (expense), net                              31,521          529,650
                                                   ------------     ------------

NET EARNINGS (LOSS) BEFORE TAXES                     (179,066))          836,032

PROVISION FOR INCOME TAXES                                  800              800
                                                   ------------     ------------

NET EARNINGS (LOSS)                                $   (179,866)    $    835,232
                                                   ============     ============

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE        $      (0.01)    $       0.04
                                                   ============     ============

WEIGHTED AVERAGE SHARES OUTSTANDING                  22,599,454       21,082,935
                                                   ============     ============








   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.







                                      F-4




                      SYSCAN IMAGING, INC. AND SUBISIDARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                     YEARS ENDED DECEMBER 31, 2004 AND 2003

                                                        COMMON          COMMON      ADDITIONAL
                                                         STOCK           STOCK        PAID IN      ACCUMULATED
                                                       (SHARES)        (AMOUNT)       CAPITAL        DEFICIT           TOTAL
                                                     -------------------------------------------------------------------------

                                                                                                  
INITIAL CAPITALIZATION AS A RESULT OF REVERSE
     ACQUISITION                                      21,082,935   $     21,083   $ 25,480,290    $(21,374,049)   $  4,127,324

   Net earnings                                             --             --                          835,232         835,232

                                                      ------------------------------------------------------------------------
BALANCE - DECEMBER 31, 2003                           21,082,935         21,083     25,480,290     (20,538,817)      4,962,556
                                                      ------------------------------------------------------------------------

   Recapitalization to effect reverse acquisition      2,027,580          2,027         (2,027)           --              --

   Net loss                                                 --             --                         (179,866)       (179,866)

                                                      ------------------------------------------------------------------------
BALANCE - DECEMBER 31, 2004                           23,110,515   $     23,110   $ 25,478,263    $(20,718,683)   $  4,782,690
                                                      ========================================================================






























   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                      F-5




                      SYSCAN IMAGING, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             YEARS ENDED DECEMBER 31

                                                                       2004            2003
                                                                    -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES
                                                                             
   Net earnings (loss)                                              $  (179,866)   $   835,232
                                                                    -----------    -----------
   Adjustments to reconcile net earnings (loss) to net cash flows
      used in operating activities
   Depreciation                                                           3,279          7,938
   Loss on disposal of fixed assets                                       9,861           --
   Provision for doubtful accounts                                         --           23,560
   Write back of provision for doubtful accounts                         41,178
   Provision (write-back) of slow-moving inventories                       --         (408,034)
   Negative goodwill acquired in acquisition                               --          (18,262)
   Changes in assets and liabilities
      (Increase) decrease trade receivables                             930,231     (1,212,776)
      (Increase) decrease in inventories                               (297,130)       367,278
      (Increase) decrease in other current assets                      (207,325)        29,077
       Increase (decrease) in trade payables                             36,661         18,195
       Increase (decrease) in other payables and accruals              (362,898)       316,252
                                                                    -----------    -----------
   Net cash flows used in operating activities                          (26,009)       (41,540)

CASH FLOWS FROM INVESTING ACTIVITIES
   Cash acquired in reverse acquisition                                  28,288           --
   Acquisition of a subsidiary                                             --               (1)
   Capital expenditures                                                 (26,309)        (1,023)
                                                                    -----------    -----------
Net cash flows provided by (used in) investing activities                 1,979         (1,024)

CASH FLOWS FROM FINANCING ACTIVITIES
    Advances under bank line of credit                                  700,000           --
    Funds under letter of credit                                        233,036           --
   Advances (repayments) - related party payables                    (1,215,289)       393,241
   (Advances) repayments - related party receivables                    (26,136)       335,534
                                                                    -----------    -----------
Net cash flows provided by (used in) financing activities              (308,389)       728,775
                                                                    -----------    -----------

Increase (decrease) in cash and cash equivalents                       (332,419)       686,211

Cash and cash equivalents, beginning of year                          1,019,822        333,611
                                                                    -----------    -----------

Cash and cash equivalents, end of year                              $   687,403    $ 1,019,822
                                                                    ===========    ===========

Cash paid for:
   Interest                                                         $    11,621           --
   Income taxes                                                     $       800    $       800
                                                                    ===========    ===========




   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.





                                      F-6


                      SYSCAN IMAGING, INC. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2004
================================================================================


NOTE 1 - BACKGROUND, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT
         ACCOUNTING POLICIES

BACKGROUND

On April 2, 2004, Syscan Imaging, Inc. (formerly known as "BankEngine
Technologies, Inc." and referred to herein as the "Company") completed its
acquisition of 100% of the issued and outstanding capital stock of Syscan, Inc.
("Syscan"), pursuant to a Share Exchange Agreement ("Agreement") dated March 29,
2004, in exchange for 20,859,459 shares of the Company's common stock. Pursuant
to the Agreement, the sole stockholder of Syscan, Syscan Imaging Limited,
received 18,773,514 post-reverse split shares of the Company's common stock in
exchange for all of the issued and outstanding capital stock of Syscan. In
connection with the issuance of the Company's common stock to Syscan Imaging
Limited, Syscan Imaging Limited beneficially became the owner of 81.2% of the
issued and outstanding securities of the Company. Its ultimate holding company
is Syscan Technology Holdings Limited, a company which is incorporated in
Bermuda and its shares are listed on The Growth Enterprise Market of The Stock
Exchange of Hong Kong Limited. (See Note 6)

Syscan, Inc. ("Syscan") was incorporated on May 1, 1995, under the laws of the
State of California. Syscan is headquartered in San Jose, California, and is
principally engaged in the design, development and marketing of Contact Image
Sensor ("CIS") modules for use in scanners and fax machines. Syscan's
manufacturing is completed at an affiliated China-based facility, which provides
a low-cost manufacturing base for these industrial and consumer products.
Syscan's products are ideally suited for the mobile computer user who needs to
scan and/or fax documents while away from their office.


BASIS OF PRESENTATION

As a result of the reverse acquisition, the financial statements of the Company
become those of Syscan and thus, the consolidated financial statements of the
Company represent the activities of its 100% owned subsidiary, Syscan. Although
the Company is the legal acquirer, Syscan will be treated as having acquired the
Company for accounting purposes (recapitalization) and all of the operations
reported represent the historical financial statements of Syscan. (See Note 6)


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include the
accounts of the Company and its subsidiaries. The results of subsidiaries
acquired or disposed of during the periods presented are consolidated from or to
their effective dates of acquisition or disposal. All significant inter-company
balances and transactions have been eliminated in consolidation.




                                      F-7



USE OF ESTIMATES - The preparation of financial statements in conformity with
U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Management makes its best estimate of the ultimate
outcome for these items based on historical trends and other information
available when the financial statements are prepared. Changes in estimates are
recognized in accordance with the accounting rules for the estimate, which is
typically in the period when new information becomes available to management.
Actual results could differ from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS - For certain of the Company's financial
instruments, including cash and cash equivalents, trade receivables and
payables, prepaid expenses and other current assets, amounts due to / from
related parties, and other payables and accruals, the carrying amounts
approximate fair values due to their short maturities.

RELATED PARTY TRANSACTIONS - A related party is generally defined as (i) any
person that holds 10% or more of the Company's securities and their immediate
families, (ii) the Company's management, (iii) someone that directly or
indirectly controls, is controlled by or is under common control with the
Company, or (iv) anyone who can significantly influence the financial and
operating decisions of the Company. A transaction is considered to be a related
party transaction when there is a transfer of resources or obligations between
related parties.

CASH AND CASH EQUIVALENTS - The Company considers all highly liquid instruments
purchased with an original maturity of three months or less to be cash
equivalents.

CONCENTRATION OF CREDIT RISK - Financial instruments that potentially expose the
Company to a concentration of credit risk are as follows:

CASH HELD AT BANKS - The Company maintains cash balances at several banks.
Accounts at each institution are insured by the Federal Deposit Insurance
Corporation up to $100,000.

GEOGRAPHIC SALES AND SIGNIFICANT CUSTOMERS - The Company operates in a single
industry segment that being scanner and fax modules. The Company markets its
products in the United States, Europe and the Asia Pacific region through its
sales personnel and independent sales representatives.

The Company's geographic sales as a percent of total revenue are as follows:

                                        2004               2003
                                   ----------------    --------------
United States                            93%                80%
Asia Pacific                             2%                 13%
Europe and others                        5%                  7%





Sales to major customers, as a percentage of total revenues, are as follows:

                                          2004               2003
                                     ----------------    --------------
A                                          38%                41%
B                                          16%                9%
C                                          15%                9%





TRADE RECEIVABLES - The Company's customers are concentrated in the personal
computer industry, motherboard manufacturers and original equipment
manufacturers. As of December 31, 2004 and 2003, the concentration was
approximately 89% (2 customers) and 82% (5 customers), respectively. The loss of
any of these customers could have a material adverse effect on the Company's
results of operations, financial position and cash flows.



                                      F-8



SIGNIFICANT VENDORS - For the years ended December 31, 2004 and 2003, the
Company's purchases of finished scanner imaging products have primarily been
concentrated with one vendor that is a subsidiary of the Company's majority
stockholder. If this vendor was unable to provide materials in a timely manner
and the Company was unable to find alternative vendors, the Company's business,
operating results and financial condition would be materially adversely
affected.

PRODUCT SALES - The Company had 4 (2003: 2) different products, respectively,
that each accounted for more than 10% of sales. If any of these products were to
become obsolete or unmarketable and the Company was unable to successfully
develop and market alternative products, the Company's business, operating
results and financial condition could be adversely affected

INVENTORIES - Inventories consist of finished goods, which are stated at the
lower of cost or net realizable value, with cost computed on a first-in,
first-out basis. Provision is made for obsolete, slow-moving or defective items
where appropriate. The amount of any provision of inventories is recognized as
an expense in the period the provision occurs. The amount of any reversal of any
provision is recognized as other income in the period the reversal occurs. There
was no provision recorded at December 31, 2004.

FIXED ASSETS - Fixed assets, stated at cost, are depreciated over the estimated
useful lives of the assets using the straight-line method over periods ranging
from three to ten years. Significant improvements and betterments are
capitalized. Routine repairs and maintenance are expensed when incurred. Gains
and losses on disposal of fixed assets are recognized in the statement of
operations based on the net disposal proceeds less the carrying amount of the
assets.

LONG-LIVED ASSETS - Long-lived assets, such as fixed assets, are reviewed for
impairment when circumstances indicate the carrying value of an asset may not be
recoverable. For assets that are to be held and used, an impairment loss is
recognized when the estimated undiscounted cash flows associated with the asset
or group of assets is less than their carrying value. If impairment exists, an
adjustment is made to write the asset down to its fair value, and a loss is
recorded as the difference between the carrying value and fair value. Fair
values are determined based on quoted market values, discounted cash flows or
internal and external appraisals, as applicable. Assets to be disposed of are
carried at the lower of carrying value or estimated net realizable value.

LONG-TERM INVESTMENTS - Long-term investments are carried at cost less provision
for any impairment in value. Income from long-term investments is accounted for
to the extent of dividends received or receivable. Upon disposal of investments,
any profit and loss thereon is accounted for in the statement of operations.

REVENUE RECOGNITION - Revenues consist of product sales including optical image
capturing devices, modules of optical image capturing devices, and chips and
other optoelectronic products. Revenue is recognized when the product is shipped
and the risks and rewards of ownership have transferred to the customer. The
Company recognizes shipping and handling fees as revenue, and the related
expenses as a component of cost of sales. All internal handling charges are
charged to selling, general and administrative expenses.

ALLOWANCE FOR DOUBTFUL ACCOUNTS AND RETURN ALLOWANCES - The Company presents
accounts receivable, net of allowances for doubtful accounts and returns, to
ensure accounts receivable are not overstated due to uncollectibility. The
allowances are calculated based on detailed review of certain individual
customer accounts and an estimation of the overall economic conditions affecting
the Company's customer base. The Company reviews a customer's credit history
before extending credit. If the financial condition of its customers were to
deteriorate, resulting in an impairment of their ability to make payments,
additional allowances may be required. There was no allowance for doubtful
accounts at December 31, 2004, as management believes all of its accounts
receivable are collectible.



                                      F-9



RESEARCH AND DEVELOPMENT EXPENSES - Research and development costs are expensed
as incurred and amounted to $528,417 in 2004 (2003: $799,825).

ADVERTISING COSTS - Advertising costs are expensed as incurred and amounted to
approximately $31,000 in 2004 (2003: $89,000).

INCOME TAXES - The Company accounts for income taxes under the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for
Income Taxes," whereby deferred income tax assets and liabilities are computed
for differences between the financial statements and tax bases of assets and
liabilities that will result in taxable or deductible amounts in the future,
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established when necessary, to reduce deferred income tax assets to the amount
expected to be realized.
INTANGIBLE ASSETS - Intangible assets represents goodwill arising from the
excess of the purchase consideration over the fair value of the net assets at
the date of acquisition of subsidiaries. Goodwill arising in a business
combination initiated after June 30, 2001 is not amortized. Negative goodwill is
charged to the statement of operations as the carrying amount of the asset
cannot be reduced to below zero. The amount was immaterial to the financial
statements as a whole.
COMPREHENSIVE INCOME - The Company includes items of other comprehensive income
by their nature in a financial statement and displays the accumulated balance of
other comprehensive income separately in the equity section of the balance
sheet.

FOREIGN CURRENCY TRANSLATION - The reporting currency used in the preparation of
these consolidated financial statements is U.S. dollars. Local currencies are
the functional currencies for the Companies subsidiaries. For the purpose of
consolidation, assets and liabilities of subsidiaries with functional currencies
other than U.S. dollars are translated into U.S. dollars at the applicable rates
of exchange in effect at the balance sheet date and income and expense items are
translated into U.S. dollars at the average applicable rates during the year.
Translation gains and losses resulting from fluctuations in exchange rates are
recorded as a separate component of other comprehensive income within
stockholders' equity as cumulative translation adjustments. Gains and losses
resulting from foreign currency transactions are included in results of
operations.

EARNINGS PER SHARE - Basic earnings per share ("EPS") are calculated using net
earnings (numerator) divided by the weighted-average number of shares
outstanding (denominator) during the reporting period. Diluted earnings or loss
per share is based on the weighted average number of common shares outstanding
and dilutive common stock equivalents. All earnings or loss per share amounts in
the financial statements are basic earnings or loss per share, as defined by
SFAS No. 128, "Earnings Per Share." Diluted earnings or loss per share does not
differ materially from basic earnings or loss per share for all periods
presented. Convertible securities that could potentially dilute basic earnings
per share in the future such as options are not included in the computation of
diluted earnings per share because to do so would be antidilutive. All per share
and per share information are adjusted retroactively to reflect stock splits and
changes in par value.



                                      F-10



STOCK-BASED COMPENSATION - The Company accounts for stock-based compensation
using the intrinsic value method prescribed in Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees." Compensation
cost for stock options, if any, is measured as the excess of the quoted market
price of the Company's stock at the date of grant over the amount an employee
must pay to acquire the stock. SFAS No.123, "Accounting for Stock-Based
Compensation," established accounting and disclosure requirements using a
fair-value-based method of accounting for stock-based employee compensation
plans. The Company has elected to remain on its current method of accounting as
described above, and has adopted the disclosure requirements of SFAS No. 123. In
December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure, amending FASB No. 123, and "Accounting
for Stock-Based Compensation". This statement amends Statement No. 123 to
provide alternative methods of transition for an entity that voluntarily changes
to the fair value based method of accounting for stock-based employee
compensation. See Note 10 for a description of the stock-based compensation
plan.

Had compensation expense for the Company's stock-based compensation plans been
determined under SFAS No. 123, based on the fair market value at the grant
dates, the Company's pro forma net earnings and pro forma net earnings per share
would have been reflected as follows at December 31:

                                                       2004          2003
                                                    ----------   -----------
Net earnings (loss), as reported                    $(179,866)   $   835,232
Less: stock-based compensation
  cost, net of tax
                                                       (3,824)        29,526
                                                    ---------    -----------
Pro forma net earnings (loss)                       $(183,690)   $   805,706
                                                    =========    ===========

Basic and diluted net earnings
  (loss) per share
     As reported                                    $   (0.01)   $      0.04
                                                    =========    ===========
     Pro forma                                      $   (0.01)   $      0.04
                                                    =========    ===========

RECENT ACCOUNTING PRONOUNCEMENTS - The Financial Accounting Standards Board
issued the following new accounting pronouncements during 2004:

In March 2004, the EITF reached consensus on EITF Issue No. 03-6, "Participating
Securities and the Two Class Method under FASB Statement No. 128" ("EITF 03-6").
EITF 03-6 addresses a number of questions regarding the computation of earnings
per share by companies that have issued securities other than common stock that
contractually entitle the holder to participate in the dividends and earnings of
the company when, and if, it declares dividends on its common stock. EITF 03-6
also provides further guidance in applying the two-class method of calculating
earnings per share, clarifying what constitutes a participating security and how
to apply the two-class method of computing earnings per share once it is
determined that a security is participating, including how to allocate
undistributed earnings to such a security. EITF 03-6 is effective for fiscal
periods beginning after March 31, 2004 and requires retroactive restatement of
prior earning per share amounts. This statement does not affect the Company.

In June 2004, the FASB issued EITF Issue No. 02-14, "Whether an Investor Should
Apply the Equity Method of Accounting to Investments Other Than Common Stock."
EITF Issue No. 02-14 addresses whether the equity method of accounting applies
when an investor does not have an investment in voting common stock of an
investee but exercises significant influence through other means. EITF Issue No.
02-14 states that an investor should only apply the equity method of accounting
when it has investments in either common stock or in-substance common stock of a
corporation, provided that the investor has the ability to exercise significant
influence over the operating and financial policies of the investee. The
accounting provisions of EITF Issue No. 02-14 are effective for the reporting
period beginning after September 15, 2004. This statement does not affect the
Company.




                                      F-11



In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment
of ARB No. 43, Chapter 4." The amendments made by SFAS No. 151 clarify that
abnormal amounts of idle facility expense, freight, handling costs, and wasted
materials (spoilage) should be recognized as current-period charges and require
the allocation of fixed production overheads to inventory based on the normal
capacity of the production facilities. The guidance is effective for inventory
costs incurred during fiscal years beginning after November 23, 2004. The
Company does not believe the adoption of SFAS No. 151 will have a material
impact on our financial position, results of operations or cash flows. In
December 2004, the FASB issued a revision of Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" (SFAS 123R). SFAS
123R supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees,"
and its related implementation guidance. SFAS 123R establishes standards for the
accounting for transactions in which an entity incurs liabilities in exchange
for goods or services that are based on the fair value of the entity's equity
instruments or that may be settled by the issuance of those equity instruments.
SFAS 123R does not change the accounting guidance for share-based payment
transactions with parties other than employees provided in SFAS 123 as
originally issued and EITF Issue No. 96-18, "Accounting for Equity Instruments
That Are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services." SFAS 123R is effective for interim reporting period
that begins after June 15, 2005. The Company is evaluating the requirements of
SFAS 123R and expects that the adoption of SFAS 123R will have a material impact
on the Company's consolidated results of operations and earnings per share. The
Company has not yet determined the method of adoption or the effect of adopting
SFAS 123R, and it has not determined whether the adoption will result in amounts
that are similar to the current pro forma disclosures under SFAS 123 In December
2004, the FASB issued SFAS No. 152, "Accounting for Real Estate Time-Sharing
Transactions - an amendment of FASB Statements No. 66 and 67," which discusses
the accounting and reporting of real estate time-sharing transactions. This
Statement is effective for financial statements for fiscal years beginning after
June 15, 2005, and restatement of previously issued financial statements is not
permitted. This statement does not affect the Company.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
- - an amendment of APB Opinion No. 29." The guidance in APB Opinion No. 29,
"Accounting for Nonmonetary Transactions," is based on the principle that
exchanges of nonmonetary assets should be measured based on the fair value of
the assets exchanged and provided an exception to the basic measurement
principle (fair value) for exchanges of similar productive assets. That
exception required that some nonmonetary exchanges, although commercially
substantive, be recorded on a carryover basis. This Statement eliminates the
exception to fair value for exchanges of similar productive assets and replaces
it with a general exception for exchange transactions that do not have
commercial substance--that is, transactions that are not expected to result in
significant changes in the cash flows of the reporting entity. The provisions of
this Statement are effective for nonmonetary asset exchanges occurring in fiscal
periods beginning after June 15, 2005, applied prospectively. This statement
does not affect the Company.


NOTE 2 - RELATED PARTY TRANSACTIONS

The Company purchases significantly all of its finished scanner imaging products
from the parent company of its majority stockholder, Syscan Technology Holdings
Limited ("STH"). The Company's Chairman and CEO, Darwin Hu, was formerly the CEO
of STH, and beneficially owns approximately 5.33% of the issued and outstanding
capital stock of STH.

THE FOLLOWING IS A SUMMARY OF SIGNIFICANT RELATED PARTY PURCHASES FROM ENTITIES
THAT ARE WHOLLY-OWNED SUBSIDIARIES OF STH. THE TRANSACTIONS WERE CARRIED OUT IN
THE NORMAL COURSE OF THE COMPANY'S BUSINESS.



                                      F-12


                                                        2004             2003
                                                     ----------       ----------

SYSCAN Intervision Limited                           $3,825,482       $4,418,415
                                                     ==========       ==========

SYSCAN Optoelectronics Technology
  (Shenzhen) Company Limited                         $  520,200       $     --
                                                     ==========       ==========

AMOUNTS DUE TO / FROM RELATED PARTIES ARE UNSECURED, INTEREST-FREE AND REPAYABLE
ON DEMAND AND CONSISTED OF THE FOLLOWING:

AMOUNTS DUE FROM RELATED PARTIES:
Due from STH                                                $ 345,998

Due from majority stockholder                                 100,000

Due from various subsidiaries wholly-owned by STH           1,818,989
                                                         -------------
                                                         $  2,264,987
                                                         =============




NOTE 3 - FIXED ASSETS

Fixed assets consist of the following:

Computer and office equipment                             $    24,767
Furniture                                                       2,565
                                                         -------------
Total                                                          27,332
Less accumulated depreciation                                   3,347
                                                         -------------
Net book value                                            $    23,985
                                                         =============






Depreciation expense charged to operations in 2004 was $3,279 (2003: $7,938).


NOTE 4 - LONG-TERM INVESTMENT

Long-term investment consists of an equity interest in CMOS Sensor, Inc.
("CMOS"), a California corporation, which is principally engaged in the research
and development of infra-red sensors and CMOS sensors. On June 26, 2002, the
Company acquired 100% equity interest of Syscan Laser Technology Ltd. ("Syscan
Laser") from Syscan Holdings Limited, a fellow subsidiary of the Company, for
total consideration of $1. At the date of acquisition, Syscan Laser held 9.7%
equity interest (representing 750,000 shares purchased at $0.80 per share) in
CMOS. On October 29, 2003, the Company acquired 100% equity interest of
Leadbuilt Technology Limited ("Leadbuilt") from Syscan InterVision Limited, a
fellow subsidiary of the Company, for total consideration of $1. At the date of
acquisition, Leadbuilt held 6.4% (representing 500,000 shares purchased at $0.80
per share) equity interest in CMOS. As a result of both transactions, the
Company increased its equity interest in CMOS from 9.7% to 16.1%. The Company's
directors are of the opinion that the underlying value of the long-term
investment is not less than the carrying value at December 31, 2004.



                                      F-13




NOTE 5 - OTHER INCOME (EXPENSE), NET

Other income (expense), net consists of the following:

                                                       2004              2003
                                                 ---------------    ------------
Interest income                                    $   5,966          $  12,266
Write back of provision of inventories                     -            408,034
Write back of provision for bad debts                 41,178
Loss on disposal of fixed assets                    (15,623)
Recovery of trade receivables written off                  -            109,350
                                                  -----------    ---------------
                                                   $  31,521          $ 529,650
                                                  ===========    ===============




NOTE 6 - STOCKHOLDERS' EQUITY

On April 2, 2004, the Company completed its acquisition of 100% of the issued
and outstanding capital stock of Syscan pursuant to an Agreement dated March 29,
2004, in exchange for 20,859,459 shares of the Company's common stock. As part
of the reorganization of the Company on April 2, 2004, the common shares of the
Company were subject to a reverse split of 1 share for each 10 shares
outstanding. The predecessor entity, Syscan Imaging, Inc., signed an employment
agreement in December 2003, for a term of 2 years for a total amount of $200,000
and 500,000 options as detailed in Note 10. Upon the reorganization on April 2,
2004, the employment agreement was settled in full for 200,000 post reverse
split common shares. Additionally, advances from a shareholder on behalf of the
predecessor entity in the amount of $11,500 to pay liabilities and $11,976 to
acquire equipment were converted to 23,476 common shares.
Immediately prior to the Agreement, the Company had 2,027,580 shares of common
stock issued and outstanding. The acquisition was accounted for as
recapitalization of Syscan because the shareholders of Syscan controlled the
Company after the acquisition. Syscan was treated as the acquiring entity for
accounting purposes and the Company was the surviving entity for legal purposes.
The combined company is considered to be a continuation of the operations of
Syscan. The issued and outstanding common stock of Syscan prior to the
completion of the acquisition was restated to reflect the 21,082,935 common
stock issued by the Company.

NOTE 7 - INCOME TAXES

Provision for income taxes for all periods presented represents the minimum
franchise tax due ($800) in the State of California. No provision for Hong Kong
Profits Tax has been made for the periods presented as the Company and its
subsidiaries operating in Hong Kong have no assessable profits during the years
being reported.

The Company believes sufficient uncertainty exists regarding the realizability
of the net operating loss carryforwards and other timing differences for the
periods presented. Accordingly, a valuation allowance has been provided for the
entire amount related thereto. The valuation allowance increased (decreased) by
approximately $142,000 (2003: ($223,000)).

As of December 31, 2004, the Company has available net operating loss
carryforwards for federal and state income tax purposes of approximately
$16,000,000 and $12,000,000, which expire through 2024 and 2014, respectively.
State net operating loss carryforwards are based on federal net operating
losses, which are limited to certain percentages and carryover periods based on
the year incurred. For taxable years beginning in 2002 and 2003, the State of
California suspended the net operating loss carryover deduction for two years
for losses incurred before January 1, 2002, and for one year for losses incurred
after January 1, 2002. Pursuant to the Tax Reform Act of 1986, annual
utilization of the Company's net operating loss carryforwards may be limited if
a cumulative change in ownership of more than 50% is deemed to occur within any
three-year period.



                                      F-14



THE NET DEFERRED INCOME TAX ASSET CONSISTED OF THE FOLLOWING:

                                                         2004           2003
                                                     -----------     -----------
Deferred tax assets
   Federal net operating loss carryforwards          $ 5,633,000    $ 5,423,000
   State net operating loss carryforwards              1,080,000      1,025,000
   Capitalized R&D Expenses                              932,000      1,122,000
   Tax credit carryforwards                              708,000        643,000
                                                     -----------     -----------
                                                       8,353,000      8,213,000
Less valuation allowance                               8,353,000      8,211,000
                                                     -----------     -----------
                                                                          2,000
                                                                     -----------
Deferred tax liability
   Excess tax over book depreciation                         --          (2,000)
                                                     -----------     -----------

Net deferred income tax asset                        $      --       $      --
                                                     ===========     ===========




THE FOLLOWING TABLE RECONCILES THE STATUTORY RATES TO THE COMPANY'S EFFECTIVE
RATE:
                                               2004                2003
                                           --------------      --------------

U.S. and California statutory rate               (43.0%)             (43.0%)
Change in valuation allowance                     43.0%               43.0%
                                           --------------      --------------
                                                       -                   -
                                           ==============      ==============







NOTE 8 - COMMITMENTS AND CONTINGENCIES

OPERATING LEASES - The Company is committed under various non-cancelable
operating leases which expire through November 2006. Future minimum rental
commitments are as follows: 2005-$106,000 and 2006-$101,000. Rent expense
charged to operations was approximately $95,000 for 2004 (2003: $99,000).

LINE OF CREDIT - The Company has a line of credit to borrow up to $1,000,000,
bearing interest at the rate of prime plus 1%, (6% at December 31, 2004) and
secured by all of the assets of the Company. Interest payments are due monthly
and all unpaid interest and principal is due in full on August 24, 2005. Upon
certain events of defaults as more fully described in the agreement, the default
variable interest rate increases to prime plus 3%. The Company had $300,000
available for use at December 31, 2004.

LETTERS OF CREDIT - The Company issues letters of credit in the normal course of
business. The amount outstanding as of December 31, 2004, represents one letter
of credit for goods shipped to a related entity, expiring on January 15, 2005.

LITIGATION, CLAIMS AND ASSESSMENTS - On May 20, 2003, Syscan, Inc., the
Company's wholly-owned subsidiary, filed a lawsuit named SYSCAN, INC. V.
PORTABLE PERIPHERAL CO., LTD. ("PPL"), IMAGING RECOGNITION INTEGRATED SYSTEMS,
INC., CARDREADER INC. AND TARGUS INC. (Case No. C03-02367 VRW) in United States
District Court, Northern District of California. Syscan alleges claims against
the above-mentioned parties for patent infringement of patent nos. 6,054,707,
6,275,309 and 6,459,506, and unfair competition. Syscan expects to continue the
case unless a reasonable settlement amount from the defendants or a licensing
agreement to the satisfaction of Syscan is entered.



                                      F-15


Syscan is seeking: (1) a temporary restraining order, preliminary injunction and
permanent injunction against defendants, restraining defendants from patent
infringement and unfair competition; (2) treble damages due to defendants'
willful infringement; (3) punitive damages; (4) accounting of unjust enrichment
by defendants, resulting from defendants' unfair competition; and (5) attorney's
fees and costs.

The defendants are jointly represented by PPL's counsel. PPL has initiated
counterclaims against Syscan for patent invalidity. Syscan has not yet been able
to quantify its damage claim against PPL. Syscan intends to vigorously pursue
this claim and denies PPL's counterclaim of patent invalidity.

The Company experiences routine litigation in the normal course of its business
and does not believe that any pending litigation will have a material adverse
effect on the Company's financial condition, results of operations or cash
flows.

NOTE 9 - SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information for the year ended December 31, 2003 is
presented below. The assets and liabilities arising from the acquisition of one
of its subsidiaries, Leadbuilt Technology Ltd. on October 29, 2003:

Share of net assets/(liabilities) acquired                            $  18,263
Purchase consideration                                                        1
                                                                      ---------
(Negative goodwill) / Positive goodwill                                 (18,262)
                                                                      =========

Net assets/(liabilities) acquired                                     $ 400,000
   Long-term investment                                                    --
   Due from a fellow subsidiary                                            --
   Due to a fellow subsidiary                                          (381,737)
                                                                      ---------
                                                                         18,263
(Negative goodwill) / Positive goodwill                                 (18,262)
                                                                      ---------
Cash consideration                                                    $       1
                                                                      =========

Cash consideration paid                                               $      (1)
Cash and cash equivalents acquired                                         --
                                                                      ---------
Net cash (paid) / received                                            $      (1)
                                                                      =========


NOTE 10 - STOCK OPTION AWARDS

STOCK OPTIONS OUTSTANDING

The Company has a stock option plan, the objectives of which include attracting
and retaining the best personnel, providing for additional performance
incentives, and promoting the success of the Company by providing directors,
consultants, and key employees the opportunity to acquire common stock. The plan
is administrated by the Board of Directors, which determine among other things,
those individuals who shall receive options, the time period during which the
options may be partially or fully exercised, the number of common stock to be
issued upon the exercise of the options and the option exercise price.

The maximum term of the plan is ten years and options may be granted to
officers, directors, consultants, employees, and similar parties who provide
their skills and expertise to the Company.



                                      F-16



Options granted under the plans have a maximum term of ten years and shall be at
an exercise price that may not be less than 85% of the fair market value of the
common stock on the date of the grant. Options are non-transferable and if a
participant ceases affiliation with the company for a reason other than death or
permanent and total disability, the participant will have 90 days to exercise
the option subject to certain extensions. In the event of death or permanent and
total disability, the option holder or their representative may exercise the
option within one (1) year. Any unexercised options that expire or that
terminate upon an employee's ceasing to be employed by the Company become
available again for issuance under the plan, subject to applicable securities
regulation. The plan may be terminated or amended at any time by the Board of
Directors.

The Company has the following options outstanding as of December 31, 2004:

As part of an employment agreement signed in December 2003, the employee
received 500,000 options to acquire shares of the company at $0.09 per share for
a term of 2 years. Following the restructuring of the Company on April 2, 2004,
and in connection with the 1-for-10 reverse split, the options were re-issued as
50,000 options to acquire shares at $0.90 per share. The estimated fair value of
the options on the date of grant using the Black-Scholes option pricing model is
$29,526, based on a risk free interest rate of 1.91%, an expected volatility of
100%, an expected life of 2 years and no dividend yield.

The Company issued 100,000 options to its former legal counsel in consideration
of services rendered. The options are exercisable at $0.25 per share for a term
expiring December 2006. These options have been re-issued as 10,000 options to
acquire shares at $2.50 per share following the reverse split in April 2004. The
estimated fair value of the options on the date of grant using the Black-Scholes
option pricing model is $3,824, based on a risk free interest rate of 3%, an
expected volatility of 100%, an expected life of 2 years and no dividend yield.

Information about options outstanding and exercisable at December 31, 2004, is
summarized below:



- --------------------------- ----------------- ----------------------- -------------------------
                                                 Weighted-Average
                                              Remaining Contractual
 Range of exercise prices        Number            Life (Years)           Weighted-Average
                              outstanding                                  Exercise Price
- --------------------------- ----------------- ----------------------- -------------------------
                                                                   
       $0.90-$2.50               60,000                 2                      $1.17









BOARD OF DIRECTOR APPROVED STOCK OPTIONS SUBJECT TO SHAREHOLDER APPROVAL

On April 2, 2004, the Company's Board of Directors authorized the increase in
the number of stock options available under the 2002 Stock Option Plan (the
"Plan") from 200,000 to 2,200,000. On July 21, 2004, the Company's Board of
Directors further authorized the increase in the number of stock options
available under the 2002 Stock Option Plan from 2,200,000 to 3,200,000. The
subject increases are subject to stockholder ratification at the next annual or
special meeting of stockholders, which has not been obtained as of the date of
issuance of these financial statements.

On April 13, 2004, the Company's Board of Directors authorized an aggregate of
1,700,000 options under the Plan to certain individuals at $1.50 per share, and
expiring through April 2014. These options were canceled by the Board of
Directors on May 7, 2004. On July 21, 2004, the Company's Board of Directors
further authorized an aggregate of 2,200,000 options under the 2002 Stock Option
Plan to be issued to certain individuals at $2.00 per share and expiring through
July 2014, of which 165,000 have been canceled as a result of an employment
termination subsequent to year end and 55,000 options exercisable through May 4,
2005. The grant of the above options are subject to stockholder ratification of
the Company's increase in the number of stock options available for grant under
the Plan. The Company plans to obtain stockholder approval at its annual or
special meeting of stockholders, which has not yet been scheduled as of the date
of issuance of these financial statements.





                                      F-17







                                   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:  March 31, 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.


- ------------------------- ----------------------------------- ------------------
Name                      Title                               Date
- ------------------------- ----------------------------------- ------------------

- ------------------------- ----------------------------------- ------------------
/S/ DARWIN HU             Chairman and Chief Executive        March 31, 2005
- -------------
Darwin Hu                 Officer
- ------------------------- ----------------------------------- ------------------

- ------------------------- ----------------------------------- ------------------
/S/ WILLIAM HAWKINS       Chief Operating Officer and         March 31, 2005
- -------------------
William Hawkins           Acting Chief Financial Officer
- ------------------------- ----------------------------------- ------------------

- ------------------------- ----------------------------------- ------------------
/S/ DAVID CLARK           Senior Vice President of Business   March 31, 2005
- ---------------
David Clark               Development and Director
- ------------------------- ----------------------------------- ------------------

- ------------------------- ----------------------------------- ------------------
/S/ PETER MOR             Director                            March 31, 2005
- -------------
Peter Mor
- ------------------------- ----------------------------------- ------------------

- ------------------------- ----------------------------------- ------------------
/S/ LAWRENCE LIANG        Director                            March 31, 2005
- ------------------
Lawrence Liang
- ------------------------- ----------------------------------- ------------------

EX-3.(I)

Exhibit 3.1

                          CERTIFICATE OF INCORPORATION

                                       OF

                          BANKENGINE TECHNOLOGIES, INC.

                                     * * * *


FIRST:         The name of the corporation is BankEngine Technologies, Inc. (the
               "Corporation").

SECOND:           The address of its registered office in the State of Delaware
is             Corporation Trust Center, 1209 Orange Street in the City of
                  Wilmington, County of New Castle. The name of its registered
                  agent at such address is The Corporation Trust Company.

THIRD:         The purpose or purposes of the Corporation shall be to engage in
               any lawful act or activity for which corporations may be
               organized under the General Corporation Law of Delaware.

FOURTH:        The aggregate number of shares which the Corporation is
               authorized to issue is fifty-two million (52,000,000), divided
               into classes as follows:

               A.   Fifty million (50,000,000) shares of common stock, $.001 par
                    value per share (hereinafter called the "Common Stock"),
                    divided into two classes as follows;

               B.   Two million (2,000,000) shares of preferred stock, $.001 par
                    value per share, to be issued in series (the "Preferred
                    Stock").

                    The following is a statement of the designations, powers,
                    preferences and rights, and the qualifications, limitations
                    or restrictions with respect to the Preferred Stock of the
                    Corporation: The shares of Preferred Stock may be issued in
                    one or more series, and each series shall be so designated
                    as to distinguish the shares thereof from the shares of all
                    other series. Authority is hereby expressly granted to the
                    Board of Directors of the Corporation to fix, subject to the
                    provisions herein set forth, before the issuance of any
                    shares of a particular series, the number, designations and
                    relative rights, preferences, and limitations of the shares
                    of such series including (1) voting rights, if any, which
                    may include the right to vote together as a single class
                    with the Common Stock and any other series of the Preferred
                    Stock with the number of votes per share accorded to shares
                    of such series being the same as or different from that
                    accorded to such other shares, (2) the dividend rate per
                    annum, if any, and the terms and conditions pertaining to
                    dividends and whether such dividends shall be cumulative,
                    (3) the amount or amounts payable upon such voluntary or
                    involuntary liquidation, (4) the redemption price or prices,
                    if any, and the terms and conditions of the redemption, (5)
                    sinking fund provisions, if any, for the redemption or
                    purchase of such shares, (6) the terms and conditions on
                    which such shares are convertible, in the event the shares
                    are to have conversion rights, and (7) any other rights,
                    preferences and limitations pertaining to such series which
                    may be fixed by the Board of Directors pursuant to the
                    Delaware General Corporation Law.

FIFTH:         In furtherance and not in limitation of the powers conferred by
               statute, the Board of Directors is expressly authorized to make,
               alter or repeal the by-laws of the Corporation.



                                      -1-



SIXTH:         A director of the Corporation shall not be personally liable to
               the Corporation or its stockholders for monetary damages for
               breach of fiduciary duty as a director except for liability (i)
               for any breach of the director's duty of loyalty to the
               Corporation or its stockholders, (ii) for acts or omissions not
               in good faith or which involve intentional misconduct or a
               knowing violation of law, (iii) under Section 174 of the Delaware
               General Corporation Law, or (iv) for any transaction from which
               the director derived any improper personal benefit.

SEVENTH:       The name and address of the sole incorporator is: Henry Nisser,
               c/o Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP, 101 East 52nd
               Street, New York, New York 10022.

                  I, THE UNDERSIGNED, being the sole incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this certificate, hereby
declaring and certifying that this is my act and deed and the facts herein
stated are true, and accordingly have hereunto set my hands this 15th day of
February, 2002.



                                /s/ HENRY NISSER
                                ----------------
                                Henry Nisser, Law Clerk
                                Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP
                                         101 East 52nd Street
                                         New York, New York 10022










                                      -2-

EX-3.2(I)

Exhibit 3.2

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                          BANKENGINE TECHNOLOGIES INC.



It is hereby certified that:

1. The name of the corporation (hereinafter called the "Corporation") is
BankEngine Technologies Inc.

2. The Amended Certificate of Incorporation of the Corporation, is hereby
further amended by replacing Article FIRST thereof in its entirety as follows:

The name of the corporation (hereinafter called the "Corporation") is Syscan
Imaging, Inc.

And shall further amend the Certificate of Incorporation by adding the following
new sentences to the end of the first paragraph of Article FOURTH thereof:
""Upon the effectiveness (the "Split Effective Date") of the certificate of
amendment to the certificate of incorporation containing this sentence, each ten
(10) shares of the Common Stock issued and outstanding as of the date and time
immediately preceding April 2, 2004, the effective date of a reverse stock split
(the "Split Effective Date"), shall be automatically changed and reclassified,
as of the Split Effective Date and without further action, into one (1) fully
paid and nonassessable share of Common Stock. There shall be no fractional
shares issued. A holder of record of Common Stock on the Split Effective Date
who would otherwise be entitled to a fraction of a share shall have the number
of new shares to which they are entitled rounded to the nearest whole number of
shares. The number of new shares will be rounded up if the fractional share is
equal to or greater than 0.5 and rounded down if the fraction is less than 0.5.
No shareholders will receive cash in lieu of fractional shares."" 3. The
foregoing amendment was adopted in accordance with Section 242 of the General
Corporation Law of the State of Delaware. 4. This Certificate of Amendment shall
become effective at 8:00 a.m., Eastern Standard time, on April 2, 2004.

                                        Signed this 19th day of March, 2004.
                                        By:  /s/ Michael J. Xirinachs
                                             ------------------------
                                        Name: Michael J. Xirinachs
                                        Title: Chairman and CEO

EX-3.4(I)

Exhibit 3.4

                              AMENDED AND RESTATED

                                    BYLAWS OF

                              SYSCAN IMAGING, INC.

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


                                    ARTICLE I
                               OFFICES AND RECORDS

         Section 1.1. DELAWARE OFFICE. The principal office of Syscan Imaging,
Inc. (the "Corporation") in the State of Delaware shall be located in the City
of Wilmington, County of New Castle, and the name and address of its registered
agent is The Corporation Trust Company, 1209 Orange Street, Wilmington,
Delaware.

         Section 1.2. OTHER OFFICES. The Corporation may have such other
offices, either within or without the State of Delaware, as the Board of
Directors may designate or as the business of the Corporation may from time to
time require.

         Section 1.3. BOOKS AND RECORDS. The books and records of the
Corporation may be kept at the Corporation's headquarters or at such other
locations outside the State of Delaware as may from time to time be designated
by the Board of Directors.

                                   ARTICLE II
                                  STOCKHOLDERS

         Section 2.1. ANNUAL MEETINGS. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

         Section 2.2. SPECIAL MEETINGS. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Chairman of the Board or a
majority of the members of the Board of Directors.

         Section 2.3. NOTICE OF MEETINGS. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given that shall state the place, date and hour of the meeting and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the Certificate of Incorporation or
these Bylaws, the written notice of any meeting shall be given not less than ten
or more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the United States mail, postage prepaid, directed to the
stockholder at his or her address as it appears on the records of the
Corporation.

         Section 2.4. ADJOURNMENTS. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof is announced at the meeting at which the adjournment is taken.
At the adjourned meeting the Corporation may transact any business which might
have been transacted at the original meeting. If the adjournment is for more
than thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.



                                      -1-



         Section 2.5. QUORUM. Except as otherwise provided by law, the
Certificate of Incorporation or these Bylaws, at each meeting of stockholders
the presence in person or by proxy of the holders of shares of stock having a
majority of the votes which could be cast by the holders of all outstanding
shares of stock entitled to vote at the meeting shall be necessary and
sufficient to constitute a quorum. In the absence of a quorum, the stockholders
so present may, by majority vote, adjourn the meeting from time to time in the
manner provided in Section 2.4 of these Bylaws until a quorum shall attend.
Shares of its own stock belonging to the Corporation or to another corporation,
if a majority of the shares entitled to vote in the election of directors of
such other corporation is held, directly or indirectly, by the Corporation,
shall neither be entitled to vote nor be counted for quorum purposes; provided,
however, that the foregoing shall not limit the right of the Corporation to vote
stock, including but not limited to its own stock, held by it in a fiduciary
capacity.

         Section 2.6. ORGANIZATION. Meetings of stockholders shall be presided
over by the Chairman of the Board, or in his or her absence by the President, or
in the absence of the foregoing persons by a chairman designated by the Board of
Directors, or in the absence of such designation by a chairman chosen at the
meeting. The Secretary shall act as secretary of the meeting, but in his or her
absence the chairman of the meeting may appoint any person to act as secretary
of the meeting.

         Section 2.7.  VOTING.

                  (a) Except as otherwise provided by law, the Certificate of
Incorporation, or these Bylaws, any corporate action, other than the election of
Directors, the affirmative vote of the majority of shares entitled to vote on
that matter and represented either in person or by proxy at a meeting of
stockholders at which a quorum is present shall be the act of the stockholders
of the Corporation.

                  (b) Unless otherwise provided for in the Certificate of
Incorporation of the Corporation, Directors will be elected by a majority of the
votes cast by the shares, present in person or by proxy, entitled to vote in the
election at a meeting at which a quorum is present and each stockholder entitled
to vote has the right to vote the number of shares owned by him or her for as
many persons as there are Directors to be elected. The Board of Directors may at
any time amend this provision to reduce the number of votes cast for the
election of a director to a plurality of the votes cast in the manner provided
immediately above.

                  (c) Except as otherwise provided by statute, the Certificate
of Incorporation, or these Bylaws, at each meeting of stockholders, each
stockholder of the Corporation entitled to vote thereat, shall be entitled to
one vote for each share registered in his or her name on the books of the
Corporation.

         Section 2.8 PROXIES. Each stockholder entitled to vote or to express
consent or dissent without a meeting, may do so either in person or by proxy, so
long as such proxy is executed in writing by the stockholder himself or herself,
or by his or her attorney-in-fact thereunto duly authorized in writing. Every
proxy shall be revocable at will unless the proxy conspicuously states that it
is irrevocable and the proxy is coupled with an interest. A telegram, telex,
cablegram, or similar transmission by the stockholder, or as a photographic,
photostatic, facsimile, shall be treated as a valid proxy, and treated as a
substitution of the original proxy, so long as such transmission is a complete
reproduction executed by the stockholder. No proxy shall be valid after the
expiration of three years from the date of its execution, unless otherwise
provided in the proxy. Such instrument shall be exhibited to the Secretary at
the meeting and shall be filed with the records of the Corporation.

         Section 2.9 ACTION WITHOUT A MEETING. Unless otherwise provided for in
the Certificate of Incorporation of the Corporation, any action to be taken at
any annual or special stockholders' meeting, may be taken without a meeting,
without prior notice and without a vote if a written consent or consents is/are
signed by the stockholders of the Corporation having not less than the minimum
number of votes necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereat were present and voted is delivered by hand
or by certified or registered mail, return receipt requested, to the Corporation
to its principal place of business or an officer or agent of the Corporation
having custody of the books in which proceedings of stockholders' meetings are
recorded.



                                      -2-



         Section 2.10. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by
the Board of Directors and which record date: (i) in the case of determination
of stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting and (ii) in the case of any
other action, shall not be more than sixty days prior to such other action. If
no record date is fixed: (i) the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day next preceding the
day on which the meeting is held and (ii) the record date for determining
stockholders for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

         Section 2.11. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The Secretary
shall prepare and make, at least ten days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present. The stock ledger
shall be the only evidence as to which stockholders are entitled to examine the
stock ledger, the list of stockholders or the books of the Corporation, or to
vote in person or by proxy at any meeting of stockholders.

         Section 2.12. CONDUCT OF MEETINGS. The Board of Directors of the
Corporation may adopt by resolution such rules and regulations for the conduct
of the meeting of stockholders as it shall deem appropriate. Except to the
extent inconsistent with such rules and regulations as adopted by the Board of
Directors, the chairman of any meeting of stockholders shall have the right and
authority to prescribe such rules, regulations and procedures and to do all such
acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the Board of Directors or prescribed by the chairman of the meeting, may
include, without limitation, the following: (i) the establishment of an agenda
or order of business for the meeting; (ii) rules and procedures for maintaining
order at the meeting and the safety of those present; (iii) limitations on
attendance at or participation in the meeting to stockholders of record of the
Corporation, their duly authorized and constituted proxies or such other persons
as the chairman of the meeting shall determine; (iv) restrictions on entry to
the meeting after the time fixed for the commencement thereof; and (v)
limitations on the time allotted to questions or comments by participants.
Unless and to the extent determined by the Board of Directors or the chairman of
the meeting, meetings of stockholders shall not be required to be held in
accordance with the rules of parliamentary procedure.




                                      -3-



         Section 2.13. INSPECTORS OF ELECTIONS; OPENING AND CLOSING THE POLLS.
The Board of Directors by resolution may appoint one or more inspectors, which
inspector or inspectors may include individuals who serve the Corporation in
other capacities, including, without limitation, as officers, employees, agents
or representatives of the Corporation, to act at the meeting and make a written
report thereof. One or more persons may be designated as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate has been
appointed to act, or if all inspectors or alternates who have been appointed are
unable to act, at a meeting of stockholders, the chairman of the meeting shall
appoint one or more inspectors to act at the meeting. Each inspector, before
discharging his or her duties, shall take and sign an oath faithfully to execute
the duties of inspector with strict impartiality and according to the best of
his or her ability. The inspectors shall have the duties prescribed by the
General Corporation Law of the State of Delaware. The chairman of the meeting
shall fix and announce at the meeting the date and time of the opening and the
closing of the polls for each matter upon which the stockholders will vote at a
meeting.

                                   ARTICLE III
                               BOARD OF DIRECTORS

         Section 3.1. GENERAL POWERS. The business and affairs of the
Corporation shall be managed by or under the direction of its Board of
Directors. In addition to the powers and authorities by these Bylaws expressly
conferred upon them, the Board of Directors may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by law, by the
Certificate of Incorporation or by these Bylaws required to be exercised or done
by the stockholders.

         Section 3.2. NUMBER; QUALIFICATIONS. The Board of Directors need not be
composed of a particular number of members nor must such number be within any
particular range, unless the Certificate of Incorporation, an amendment to these
Bylaws or the Board of Directors shall otherwise provide. The number of
Directors shall until such time, if ever, be determined from time to time by
resolution of the Board of Directors. Directors need not be stockholders or
residents of the State of Delaware.

         Section 3.3. ELECTION, RESIGNATION. The first Board of Directors shall
hold office until the first annual meeting of stockholders and until their
successors have been duly elected and qualified or until there is a decrease in
the number of Directors. Thereafter, each Director will be elected at the annual
meeting of stockholders and shall hold office until the annual meeting of the
stockholders next succeeding his or her election, or until his or her prior
death, resignation or removal. Any Director may resign at any time upon written
notice to the Board of Directors, the President or the Secretary of the
Corporation. Such resignation shall be effective upon receipt unless the notice
specifies a later time for that resignation to become effective.

         Section 3.4. VACANCIES. Any newly created directorship resulting from
an increase in the authorized number of Directors or any vacancy occurring in
the Board of Directors by reason of death, resignation, retirement,
disqualification, removal from office or any other cause may be filled by the
affirmative vote of the remaining members of the Board of Directors, though less
than a quorum of the Board of Directors, and each Director so elected shall hold
office until the expiration of the term of office of the Director whom he or she
has replaced or until his or her successor is elected and qualified. If there
are no Directors in office, then an election of Directors may be held in the
manner provided by statute. No decrease in the number of Directors constituting
the whole Board shall shorten the term of any incumbent Director.

         Section 3.5. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined notices thereof need not be given.

         Section 3.6. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the Chairman of the Board, the President, the
Secretary, or by any two members of the Board of Directors. Notice of the date,
time and place of a special meeting of the Board of Directors shall be delivered
by the person or persons calling the meeting personally, by facsimile or by
telephone to each Director or sent by first-class mail or telegram, charges
prepaid, addressed to each Director at that Directors' address as it is shown on
the records of the Corporation. If the notice is mailed, it shall be deposited
in the United States mail at least four days before the time of the holding of
the meeting. If the notice is delivered personally or by telephone or telegraph,
it shall be delivered at least forty-eight hours before the time of the holding
of the special meeting. If by facsimile transmission, such notice shall be
transmitted at least twenty-four hours before the time of holding of the special
meeting. Any oral notice given personally or by telephone may be communicated
either to the Director or to a person at the office of the Director who the
person giving the notice has reason to believe will promptly communicate it to
the Director. The notice need not specify the purpose or purposes of the special
meeting or the place of the special meeting, if the meeting is to be held at the
principal office of the Corporation.




                                      -4-



         Section 3.7. TELEPHONIC MEETINGS PERMITTED. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Bylaw shall constitute presence in person at such meeting.

         Section 3.8. QUORUM; VOTE REQUIRED FOR ACTION; ADJOURNMENT. At all
meetings of the Board of Directors a majority of the whole Board of Directors
shall constitute a quorum for the transaction of business. Except in cases in
which the Certificate of Incorporation or these Bylaws otherwise provide, the
vote of a majority of the Directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors. A majority of the Directors
present, whether or not a quorum, may adjourn any meeting to another time and
place. Notice of the time and place of holding an adjourned meeting need not be
given unless the meeting is adjourned for more than twenty-four hours. If the
meeting is adjourned for more than twenty-four hours, then notice of the time
and place of the adjourned meeting shall be given to the Directors who were not
present at the time of the adjournment in the manner specified in Section 3.6.

         Section 3.9. ORGANIZATION. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, or in his or her absence by a
chairman chosen at the meeting. The Secretary shall act as secretary of the
meeting, but in his or her absence the chairman of the meeting may appoint any
person to act as secretary of the meeting.

         Section 3.10. INFORMAL ACTION BY DIRECTORS. Unless otherwise restricted
by the Certificate of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

         Section 3.11. FEES AND COMPENSATION OF DIRECTORS. Directors and members
of committees may receive such compensation, if any, for their services and such
reimbursement of expenses as may be fixed or determined by resolution of the
Board of Directors. This Section 3.11 shall not be construed to preclude any
Director from serving the Corporation in any other capacity as an officer,
agent, employee or otherwise and receiving compensation for those services.

         Section 3.12 REMOVAL. One or more or all the Directors of the
Corporation may be removed for cause at any time by the stockholders, at a
special meeting of the stockholders called for that purpose, provided however,
such Director shall not be removed if the Certificate of Incorporation or Bylaws
provides that its Directors shall be elected by cumulative voting and there are
a sufficient number of shares cast against his or her removal, which if
cumulatively voted at an election of Directors would be sufficient to elect him
or her.





                                      -5-



                                   ARTICLE IV
                                   COMMITTEES

         Section 4.1. COMMITTEES. The Board of Directors may designate from
among its members one or more standing or special committees, each committee to
consist of one or more of the Directors of the Corporation. The Board of
Directors may designate one or more Directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of a member of the committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or she or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in place
of any such absent or disqualified member. Any such committee, to the extent
permitted by law and to the extent provided in the resolution of the Board of
Directors, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the Corporation,
and may authorize the seal of the Corporation to be affixed to all papers which
may require it.

         Section 4.2. COMMITTEE RULES. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these Bylaws.

         Section 4.3. MINUTES OF MEETINGS. All committees appointed in
accordance with Section 4.1 shall keep regular minutes of their meetings and
shall cause them to be recorded in books kept for that purpose in the office of
the Corporation.

                                    ARTICLE V
                                    OFFICERS

         Section 5.1. DESIGNATIONS. The officers of the Corporation shall be a
Chairman of the Board, a President, a Secretary, Chief Financial Officer and, at
the discretion of the Board of Directors, one or more Directors and one or more
Vice-Presidents (one or more of whom may be Executive Vice-Presidents). The
Board of Directors shall appoint all officers. Any two or more offices may be
held by the same individual.

         Section 5.2. APPOINTMENT AND TERM OF OFFICE. The officers of the
Corporation shall be appointed annually by the Board of Directors at the first
meeting of the Board of Directors held after each annual meeting of the
stockholders. Each officer shall hold office until a successor shall have been
appointed and qualified, or until such officer's earlier death, resignation or
removal.

         Section 5.3. POWERS AND DUTIES. If the Board appoints persons to fill
the following positions, such officers shall have the power and duties set forth
below:

                  (a) THE CHAIRMAN: The Chairman shall have general control and
management of the Board of Directors and may also be the President of the
Corporation. He or she shall preside at all meetings of the Board of Directors
at which he or she is present. He or she shall have such other powers and
perform such other duties as from time to time may be conferred or imposed upon
him or her by the Board of Directors.

                  (b) THE PRESIDENT: The President of the Corporation shall be
generally responsible for the proper conduct and the day to day operations of
the business of the Corporation. He or she shall possess power to sign all
certificates, contracts and other instruments of the Corporation. In the absence
of the Chairman, he or she shall preside at all meetings of the stockholders. He
or she shall perform all such other duties as are incident to his or her office
or are properly required of him or her by the Board of Directors.

                  (c) CHIEF FINANCIAL OFFICER: The Chief Financial Officer shall
keep or cause to be kept adequate and correct books and records of accounts of
the properties and business transactions of the Corporation, including accounts
of its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any Director. The Chief Financial Officer shall
(1) deposit corporate funds and other valuables in the Corporation's name and to
its credit with depositories designated by the Board of Directors; (2) make
disbursements of corporate funds as authorized by the Board of Directors; (3)
render a statement of the corporation's financial condition and an account of
all transactions conducted as chief financial officer whenever requested by the
President or the Board of Directors; and (4) have other powers and perform other
duties as prescribed by the President or the Board of Directors or the Bylaws.
Unless the board of directors has elected a separate Treasurer, the Chief
Financial Officer shall be deemed to be the treasurer for purposes of giving any
reports or executing any certificates or other documents.



                                      -6-



                  (d) VICE PRESIDENT: Each Vice-President shall have such powers
and discharge such duties as may be assigned to him or her from time to time by
the President or the Board of Directors.

                  (e) SECRETARY AND ASSISTANT SECRETARIES: The Secretary shall
issue notices for all meetings, shall keep minutes of all meetings, shall have
charge of the seal and the corporate books, and shall make such reports and
perform such other duties as are incident to his or her office, or are properly
required of him or her by the Board of Directors. The Assistant Secretary, if
any, or Assistant Secretaries in order designated by the Board of Directors,
shall perform all of the duties of the Secretary during the absence or
disability of the Secretary, and at other times may perform such duties as are
directed by the President or the Board of Directors.

         Section 5.4. DELEGATION. In the case of the absence or inability to act
of any officer of the Corporation and of any person herein authorized to act in
such officer's place, the Board of Directors may from time to time delegate the
powers or duties of such officer to any other officer or any Director or other
person whom it may in its sole discretion select.

         Section 5.5. VACANCIES. Vacancies in any office arising from any cause
may be filled by the Board of Directors at any regular or special meeting of the
Board. The appointee shall hold office for the unexpired term and until his or
her successor is duly elected and qualified.

         Section 5.6. OTHER OFFICERS. The Board of Directors, or a duly
appointed officer to whom such authority has been delegated by Board resolution,
may appoint such other officers and agents as it shall deem necessary or
expedient, who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors.

         Section 5.7. RESIGNATION. An officer may resign at any time by
delivering notice to the Corporation. Such notice shall be effective when
delivered unless the notice specifies a later effective date. Any such
resignation shall not affect the Corporation's contract rights, if any, with the
officer.

         Section 5.8. REMOVAL. Any officer elected or appointed by the Board of
Directors may be removed at any time, with or without cause, by the affirmative
vote of a majority of the whole Board of Directors, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.

         Section 5.9. BONDS. The Board of Directors may, by resolution, require
any and all of the officers to give bonds to the Corporation, with sufficient
surety or sureties, conditioned for the faithful performance of the duties of
their respective offices, and to comply with such other conditions as may from
time to time be required by the Board of Directors.

                                   ARTICLE VI
                                      STOCK

         Section 6.1. ISSUANCE OF SHARES. No shares of the Corporation shall be
issued unless authorized by the Board of Directors or a duly constituted
committee thereof. Such authorization shall include the number of shares to be
issued, the consideration to be received and a statement regarding the adequacy
of the consideration.

         Section 6.2. CERTIFICATES. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the Corporation by the Chairman
of the Board of Directors, if any, or the President or a Vice President, and the
Secretary or an Assistant Secretary, of the Corporation certifying the number of
shares owned by him or her in the Corporation. Any of or all the signatures on
the certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of issue.



                                      -7-



         Section 6.3. LOST, STOLEN OR DESTROYED STOCK CERTIFICATES; ISSUANCE OF
NEW CERTIFICATES. The Corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the Corporation may require the owner of the lost,
stolen or destroyed certificate, or his or her legal representative, to give the
Corporation indemnification or a bond sufficient to indemnify it against any
claim that may be made against it on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certificate.

         Section 6.4.  TRANSFERS OF STOCK.

                  (a) Transfers of stock shall be made only upon the stock
transfer records of the Corporation, which records shall be kept at the
registered office of the Corporation or at its principal place of business, or
at the office of its transfer agent or registrar. The Board of Directors may, by
resolution, open a share register in any state of the United States, and may
employ an agent or agents to keep such register and to record transfers of
shares therein.

                  (b) Shares of certificated stock shall be transferred by
delivery of the certificates therefor, accompanied either by an assignment in
writing on the back of the certificates or an assignment separate from the
certificate, or by a written power of attorney to sell, assign and transfer the
same, signed by the holder of said certificate. No shares of certificated stock
shall be transferred on the records of the Corporation until the outstanding
certificates therefor have been surrendered to the Corporation or to its
transfer agent or registrar.

         Section 6.5. SHARES OF ANOTHER CORPORATION. Shares owned by the
Corporation in another corporation, domestic or foreign, may be voted by such
officer, agent or proxy as the Board of Directors may determine or, in the
absence of such determination, by the President of the Corporation.

                                   ARTICLE VII
                                 INDEMNIFICATION

         Section 7.1. RIGHT TO INDEMNIFICATION. The Corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the Corporation or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or nonprofit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses (including attorneys' fees) reasonably incurred by such
person. Notwithstanding the preceding sentence, the Corporation shall be
required to indemnify a person in connection with a proceeding (or part thereof)
initiated by such person only if the proceeding (or part thereof) was authorized
by the Board of Directors of the Corporation.

         Section 7.2. PREPAYMENT OF EXPENSES. The Corporation shall pay the
expenses (including attorneys' fees) incurred in defending any proceeding in
advance of its final disposition; provided, however, that the payment of
expenses incurred by a Director or officer in advance of the final disposition
of the proceeding shall be made only upon receipt of an undertaking by the
Director or officer to repay all amounts advanced if it should be ultimately
determined that the Director or officer is not entitled to be indemnified under
this Article VII or otherwise.

         Section 7.3. CLAIMS. If a claim for indemnification or payment of
expenses under this Article VII is not paid in full within sixty days after a
written claim therefor has been received by the Corporation, the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the Corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.



                                      -8-



         Section 7.4. NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any
person by this Article VII shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or
Directors or otherwise.

         Section 7.5. OTHER INDEMNIFICATION. The Corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, enterprise or nonprofit entity shall be reduced by any amount such person
may collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or nonprofit enterprise.

         Section 7.6. AMENDMENT OR REPEAL. Any repeal or modification of the
foregoing provisions of this Article VII shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

                                  ARTICLE VIII
                                  MISCELLANEOUS

         Section 8.1. FISCAL YEAR. The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors.

         Section 8.2. SEAL. The corporate seal shall have the name of the
Corporation inscribed thereon and shall be in such form as may be approved from
time to time by the Board of Directors.

         Section 8.3. WAIVER OF NOTICE OF MEETINGS OF STOCKHOLDERS, DIRECTORS
AND COMMITTEES. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting was not lawfully called or
convened. Neither the business to be transacted at nor the purpose of any
regular or special meeting of the stockholders, Directors or members of a
committee of Directors need be specified in any written waiver of notice.

         Section 8.4. INTERESTED DIRECTORS; QUORUM. No contract or transaction
between the Corporation and one or more of its Directors or officers, or between
the Corporation and any other corporation, partnership, association or other
organization in which one or more of its Directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the Director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or her or their
votes are counted for such purpose, if: (i) the material facts as to his or her
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (ii) the material facts as to
his or her relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified by the Board of Directors,
a committee thereof, or the stockholders. Common or interested Directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.




                                      -9-



         Section 8.5. BOOKS AND RECORDS. The Corporation shall maintain
appropriate accounting records and shall keep as permanent records minutes of
all meetings of its stockholders and Board of Directors, a record of all actions
taken by the Board of Directors without a meeting and a record of all actions
taken by a committee of the Board of Directors. In addition, the Corporation
shall keep at its registered office or principal place of business, or at the
office of its transfer agent or registrar, a record of its stockholders, giving
the names and addresses of all stockholders in alphabetical order by class of
shares showing the number and class of the shares held by each. Any books,
records and minutes may be in written form or any other form capable of being
converted into written form within a reasonable time.

         Section 8.6. AMENDMENT OF BYLAWS. In furtherance and not in limitation
of the powers conferred upon it by law, the Board of Directors is expressly
authorized to adopt, repeal or amend the Bylaws of the Corporation by the vote
of a majority of the entire Board of Directors. The Bylaws of the Corporation
shall be subject to alteration or repeal, and new Bylaws may be made, by a
majority vote of the stockholders at the time entitled to vote in the election
of Directors even though these Bylaws may also be altered, amended or repealed
by the Board of Directors.


                                ****************








                                      -10-

EX-10.4

Exhibit 10.4

                             2002 STOCK OPTION PLAN
                                       OF
                              SYSCAN IMAGING, INC.
                          AS AMENDED ON APRIL 16, 2004

1. PURPOSES OF THE PLAN

         The purposes of the 2002 Stock Option Plan (the "Plan") of Syscan
Imaging, Inc., a Delaware corporation (the "Company"), are to:

         (a) Encourage selected employees, directors and consultants to improve
operations and increase profits of the Company;

         (b) Encourage selected employees, directors and consultants to accept
or continue employment or association with the Company or its Affiliates; and

         (c) Increase the interest of selected employees, directors and
consultants in the Company's welfare through participation in the growth in
value of the common stock of the Company (the "Shares").

         Options granted under this Plan ("Options") may be "incentive stock
options" ("ISOs") intended to satisfy the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder (the
"Code"), or "non-qualified stock options" ("NQSOs").

2. ELIGIBLE PERSONS

         Every person who at the date of grant of an Option is an employee of
the Company or of any Affiliate (as defined below) of the Company is eligible to
receive NQSOs or ISOs under this Plan. Every person who at the date of grant is
a consultant to, or non-employee director of, the Company or any Affiliate (as
defined below) of the Company is eligible to receive NQSOs under this Plan. The
term "Affiliate" as used in the Plan means a parent or subsidiary corporation as
defined in the applicable provisions (currently Sections 424(e) and (f),
respectively) of the Code. The term "employee" (within the meaning of Section
3401(c) of the Code) includes an officer or director who is an employee of the
Company. The term "consultant" includes persons employed by, or otherwise
affiliated with, a consultant.

3. STOCK SUBJECT TO THIS PLAN; MAXIMUM NUMBER OF GRANTS

         Subject to the provisions of Section 6.1.1 of the Plan, the total
number of Shares which may be issued under Options granted pursuant to this Plan
shall not exceed Two million two hundred thousand (2,200,000) Shares. The Shares
covered by the portion of any grant under the Plan which expires unexercised
shall become available again for grants under the Plan.




                                      -1-



4.       ADMINISTRATION

         (a) The Plan shall be administered by either the Board of Directors of
the Company (the "Board") or by a committee (the "Committee") to which
administration of the Plan, or of part of the Plan, may be delegated by the
Board (in either case, the "Administrator"). The Board shall appoint and remove
members of such Committee, if any, in its discretion in accordance with
applicable laws. If necessary in order to comply with Rule 16b-3 under the
Exchange Act and Section 162(m) of the Code, the Committee shall, in the Board's
discretion, be comprised solely of "non-employee directors" within the meaning
of said Rule 16b-3 and "outside directors" within the meaning of Section 162(m)
of the Code. The foregoing notwithstanding, the Administrator may delegate
nondiscretionary administrative duties to such employees of the Company as it
deems proper and the Board, in its absolute discretion, may at any time and from
time to time exercise any and all rights and duties of the Administrator under
the Plan.

         (b) Subject to the other provisions of this Plan, the Administrator
shall have the authority, in its discretion: (i) to grant Options; (ii) to
determine the fair market value of the Shares subject to Options; (iii) to
determine the exercise price of Options granted; (iv) to determine the persons
to whom, and the time or times at which, Options shall be granted, and the
number of shares subject to each Option; (v) to interpret this Plan; (vi) to
prescribe, amend, and rescind rules and regulations relating to this Plan; (vii)
to determine the terms and provisions of each Option granted (which need not be
identical), including but not limited to, the time or times at which Options
shall be exercisable; (viii) with the consent of the optionee, to modify or
amend any Option; (ix) to defer (with the consent of the optionee) the exercise
date of any Option; (x) to authorize any person to execute on behalf of the
Company any instrument evidencing the grant of an Option; and (xi) to make all
other determinations deemed necessary or advisable for the administration of
this Plan. The Administrator may delegate nondiscretionary administrative duties
to such employees of the Company as it deems proper.

         (c) All questions of interpretation, implementation, and application of
this Plan shall be determined by the Administrator. Such determinations shall be
final and binding on all persons.

5. GRANTING OF OPTIONS; OPTION AGREEMENT

         (a) No Options shall be granted under this Plan after 10 years from the
date of adoption of this Plan by the Board.

         (b) Each Option shall be evidenced by a written stock option agreement,
in form satisfactory to the Administrator, executed by the Company and the
person to whom such Option is granted.

         (c) The stock option agreement shall specify whether each Option it
evidences is an NQSO or an ISO.

         (d) Subject to Section 6.3.3 with respect to ISOs, the Administrator
may approve the grant of Options under this Plan to persons who are expected to
become employees, directors or consultants of the Company, but are not
employees, directors or consultants at the date of approval, and the date of
approval shall be deemed to be the date of grant unless otherwise specified by
the Administrator.

6. TERMS AND CONDITIONS OF OPTIONS

         Each Option granted under this Plan shall be subject to the terms and
conditions set forth in Section 6.1. NQSOs shall also be subject to the terms
and conditions set forth in Section 6.2, but not those set forth in Section 6.3.
ISOs shall also be subject to the terms and conditions set forth in Section 6.3,
but not those set forth in Section 6.2.



                                      -2-



         6.1 Terms and Conditions to Which All Options Are Subject. All Options
granted under this Plan shall be subject to the following terms and conditions:

                  6.1.1 Changes in Capital Structure. Subject to Section 6.1.2,
if the stock of the Company is changed by reason of a stock split, reverse stock
split, stock dividend, or recapitalization, combination or reclassification,
appropriate adjustments shall be made by the Board in (a) the number and class
of shares of stock subject to this Plan and each Option outstanding under this
Plan, and (b) the exercise price of each outstanding Option; provided, however,
that the Company shall not be required to issue fractional shares as a result of
any such adjustments. Each such adjustment shall be subject to approval by the
Board in its sole discretion.

                  6.1.2 Corporate Transactions. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each
optionee at least 30 days prior to such proposed action. To the extent not
previously exercised, all Options will terminate immediately prior to the
consummation of such proposed action; provided, however, that the Administrator,
in the exercise of its sole discretion, may permit exercise of any Options prior
to their termination, even if such Options were not otherwise exercisable. In
the event of a merger or consolidation of the Company with or into another
corporation or entity in which the Company does not survive, or in the event of
a sale of all or substantially all of the assets of the Company in which the
shareholders of the Company receive securities of the acquiring entity or an
affiliate thereof, all Options shall be assumed or equivalent options shall be
substituted by the successor corporation (or other entity) or a parent or
subsidiary of such successor corporation (or other entity); provided, however,
that if such successor does not agree to assume the Options or to substitute
equivalent options therefor, the Administrator, in the exercise of its sole
discretion, may permit the exercise of any of the Options prior to consummation
of such event, even if such Options were not otherwise exercisable.

                  6.1.3 Time of Option Exercise. Subject to Section 5 and
Section 6.3.4, Options granted under this Plan shall be exercisable (a)
immediately as of the effective date of the stock option agreement granting the
Option, or (b) in accordance with a schedule as may be set by the Administrator
(each such date on such schedule, the "Vesting Base Date") and specified in the
written stock option agreement relating to such Option. In any case, no Option
shall be exercisable until a written stock option agreement in form satisfactory
to the Company is executed by the Company and the optionee.

                  6.1.4 Option Grant Date. The date of grant of an Option under
this Plan shall be the date as of which the Administrator approves the grant.

                  6.1.5 Nontransferability of Option Rights. Except with the
express written approval of the Administrator which approval the Administrator
is authorized to give only with respect to NQSOs, no Option granted under this
Plan shall be assignable or otherwise transferable by the optionee except by
will, by the laws of descent and distribution or pursuant to a qualified
domestic relations order. During the life of the optionee, an Option shall be
exercisable only by the optionee.

                  6.1.6 Payment. Except as provided below, payment in full, in
cash, shall be made for all stock purchased at the time written notice of
exercise of an Option is given to the Company, and proceeds of any payment shall
constitute general funds of the Company. The Administrator, in the exercise of
its absolute discretion, may authorize any one or more of the following
additional methods of payment:



                                      -3-



                           (a) Subject to the discretion of the Administrator
and the terms of the stock option agreement
granting the Option, delivery by the optionee of Shares already owned by the
optionee for all or part of the Option price, provided the fair market value
(determined as set forth in Section 6.1.10) of such Shares being delivered is
equal on the date of exercise to the Option price, or such portion thereof as
the optionee is authorized to pay by delivery of such stock; and

                           (b) Subject to the discretion of the Administrator,
through the surrender of Shares then issuable upon
exercise of the Option, provided the fair market value (determined as set forth
in Section 6.1.10) of such Shares is equal on the date of exercise to the Option
price, or such portion thereof as the optionee is authorized to pay by surrender
of such stock.

                  6.1.7 Termination of Employment. If for any reason other than
death or permanent and total disability, an optionee ceases to be employed by
the Company or any of its Affiliates (such event being called a "Termination"),
Options held at the date of Termination (to the extent then exercisable) may be
exercised in whole or in part at any time within three months of the date of
such Termination, or such other period of not less than 30 days after the date
of such Termination as is specified in the Option Agreement or by amendment
thereof (but in no event after the Expiration Date); provided, however, that if
such exercise of the Option would result in liability for the optionee under
Section 16(b) of the Exchange Act, then such three-month period automatically
shall be extended until the tenth day following the last date upon which
optionee has any liability under Section 16(b) (but in no event after the
Expiration Date). If an optionee dies or becomes permanently and totally
disabled (within the meaning of Section 22(e)(3) of the Code) while employed by
the Company or an Affiliate or within the period that the Option remains
exercisable after Termination, Options then held (to the extent then
exercisable) may be exercised, in whole or in part, by the optionee, by the
optionee's personal representative or by the person to whom the Option is
transferred by devise or the laws of descent and distribution, at any time
within twelve months after the death or twelve months after the permanent and
total disability of the optionee or any longer period specified in the Option
Agreement or by amendment thereof (but in no event after the Expiration Date).
For purposes of this Section 6.1.7, "employment" includes service as a director
or as a consultant. For purposes of this Section 6.1.7, an optionee's employment
shall not be deemed to terminate by reason of sick leave, military leave or
other leave of absence approved by the Administrator, if the period of any such
leave does not exceed 90 days or, if longer, if the optionee's right to
reemployment by the Company or any Affiliate is guaranteed either contractually
or by statute.

                  6.1.8 Withholding and Employment Taxes. At the time of
exercise of an Option and as a condition thereto, or at such other time as the
amount of such obligations becomes determinable (the "Tax Date"), the optionee
shall remit to the Company in cash all applicable federal and state withholding
and employment taxes. Such obligation to remit may be satisfied, if authorized
by the Administrator in its sole discretion, after considering any tax,
accounting and financial consequences, by the optionee's (i) delivery of a
promissory note in the required amount on such terms as the Administrator deems
appropriate, (ii) tendering to the Company previously owned Shares or other
securities of the Company with a fair market value equal to the required amount,
or (iii) agreeing to have Shares (with a fair market value equal to the required
amount) which are acquired upon exercise of the Option withheld by the Company.




                                      -4-



                  6.1.9 Other Provisions. Each Option granted under this Plan
may contain such other terms, provisions, and conditions not inconsistent with
this Plan as may be determined by the Administrator, and each ISO granted under
this Plan shall include such provisions and conditions as are necessary to
qualify the Option as an "incentive stock option" within the meaning of Section
422 of the Code.

                  6.1.10 Determination of Value. For purposes of the Plan, the
fair market value of Shares or other securities of the Company shall be
determined as follows:

                           (a) Fair market value shall be the closing price of
such stock on the date before the date the value
is to be determined on the principal recognized securities exchange or
recognized securities market on which such stock is reported, but if selling
prices are not reported, its fair market value shall be the mean between the
high bid and low asked prices for such stock on the date before the date the
value is to be determined (or if there are no quoted prices for such date, then
for the last preceding business day on which there were quoted prices).

                           (b) In the absence of an established market for the
stock, the fair market value thereof shall be
determined in good faith by the Administrator, with reference to the Company's
net worth, prospective earning power, dividend-paying capacity, and other
relevant factors, including the goodwill of the Company, the economic outlook in
the Company's industry, the Company's position in the industry, the Company's
management, and the values of stock of other corporations in the same or similar
line of business.

                  6.1.11 Option Term. Subject to Section 6.3.4, no Option shall
be exercisable more than 10 years after the date of grant, or such lesser period
of time as is set forth in the stock option agreement (the end of the maximum
exercise period stated in the stock option agreement is referred to in this Plan
as the "Expiration Date").

         6.2 Terms and Conditions to Which Only NQSOs Are Subject. Options
granted under this Plan which are designated as NQSOs shall be subject to the
following terms and conditions:

                  6.2.1    Exercise Price.

         (a) Except as set forth in Section 6.2.1(b), the exercise price of an
NQSO shall be not less than 85% of the fair market value (determined in
accordance with Section 6.1.10) of the stock subject to the Option on the date
of grant.

                           (b) To the extent required by applicable laws, rules
and regulations, the exercise price of a NQSO
granted to any person who owns, directly or by attribution under the Code
(currently Section 424(d)), stock possessing more than ten percent of the total
combined voting power of all classes of stock of the Company or of any Affiliate
(a "Ten Percent Shareholder") shall in no event be less than 110% of the fair
market value (determined in accordance with Section 6.1.10) of the stock covered
by the Option at the time the Option is granted.

         6.3 Terms and Conditions to Which Only ISOs Are Subject. Options
granted under this Plan which are designated as ISOs shall be subject to the
following terms and conditions:

                  6.3.1    Exercise Price.



                                      -5-



                           (a) Except as set forth in Section 6.3.1(b), the
exercise price of an ISO shall be determined in
accordance with the applicable provisions of the Code and shall in no event be
less than the fair market value (determined in accordance with Section 6.1.10)
of the stock covered by the Option at the time the Option is granted.

                           (b) The exercise price of an ISO granted to any Ten
Percent Shareholder shall in no event be less than
110% of the fair market value (determined in accordance with Section 6.1.10) of
the stock covered by the Option at the time the Option is granted.

                  6.3.2 Disqualifying Dispositions. If stock acquired by
exercise of an ISO granted pursuant to this Plan is disposed of in a
"disqualifying disposition" within the meaning of Section 422 of the Code (a
disposition within two years from the date of grant of the Option or within one
year after the transfer such stock on exercise of the Option), the holder of the
stock immediately before the disposition shall promptly notify the Company in
writing of the date and terms of the disposition and shall provide such other
information regarding the Option as the Company may reasonably require.

                  6.3.3 Grant Date. If an ISO is granted in anticipation of
employment as provided in Section 5(d), the Option shall be deemed granted,
without further approval, on the date the grantee assumes the employment
relationship forming the basis for such grant, and, in addition, satisfies all
requirements of this Plan for Options granted on that date.

                  6.3.4 Term. Notwithstanding Section 6.1.11, no ISO granted to
any Ten Percent Shareholder shall be exercisable more than five years after the
date of grant.

7. MANNER OF EXERCISE

         (a) An optionee wishing to exercise an Option shall give written notice
to the Company at its principal executive office, to the attention of the
officer of the Company designated by the Administrator, accompanied by payment
of the exercise price and withholding taxes as provided in Sections 6.1.6 and
6.1.8. The date the Company receives written notice of an exercise hereunder
accompanied by payment of the exercise price will be considered as the date such
Option was exercised.

         (b) Promptly after receipt of written notice of exercise of an Option
and the payments called for by Section 7(a), the Company shall, without stock
issue or transfer taxes to the optionee or other person entitled to exercise the
Option, deliver to the optionee or such other person a certificate or
certificates for the requisite number of shares of stock. An optionee or
permitted transferee of the Option shall not have any privileges as a
shareholder with respect to any shares of stock covered by the Option until the
date of issuance (as evidenced by the appropriate entry on the books of the
Company or a duly authorized transfer agent) of such shares.

8. EMPLOYMENT OR CONSULTING RELATIONSHIP

         Nothing in this Plan or any Option granted hereunder shall interfere
with or limit in any way the right of the Company or of any of its Affiliates to
terminate any optionee's employment or consulting at any time, nor confer upon
any optionee any right to continue in the employ of, or consult with, the
Company or any of its Affiliates.



                                      -6-



9. CONDITIONS UPON ISSUANCE OF SHARES

         Shares shall not be issued pursuant to the exercise of an Option unless
the exercise of such Option and the issuance and delivery of such shares
pursuant thereto shall comply with all relevant provisions of law, including,
without limitation, the Securities Act of 1933, as amended (the "Securities
Act").

10. NON-EXCLUSIVITY OF THE PLAN

         The adoption of the Plan shall not be construed as creating any
limitations on the power of the Company to adopt such other incentive
arrangements as it may deem desirable, including, without limitation, the
granting of stock options other than under the Plan.

11. AMENDMENTS TO PLAN

         The Board may at any time amend, alter, suspend or discontinue this
Plan. Without the consent of an optionee, no amendment, alteration, suspension
or discontinuance may adversely affect outstanding Options except to conform
this Plan and ISOs granted under this Plan to the requirements of federal or
other tax laws relating to incentive stock options. No amendment, alteration,
suspension or discontinuance shall require shareholder approval unless (a)
shareholder approval is required to preserve incentive stock option treatment
for federal income tax purposes or (b) the Board otherwise concludes that
shareholder approval is advisable.

12. EFFECTIVE DATE OF PLAN; TERMINATION

         This Plan shall become effective upon adoption by the Board; provided,
however, that no Option shall be exercisable unless and until written consent of
the shareholders of the Company, or approval of shareholders of the Company
voting at a validly called shareholders' meeting, is obtained within twelve
months after adoption by the Board. If such shareholder approval is not obtained
within such time, Options granted hereunder shall be of the same force and
effect as if such approval was obtained except that all ISOs granted hereunder
shall be treated as NQSOs. Options may be granted and exercised under this Plan
only after there has been compliance with all applicable federal and state
securities laws. This Plan shall terminate within ten years from the date of its
adoption by the Board.








                                      -7-

EX-14

Exhibit 14

                              SYSCAN IMAGING, INC.

                                 CODE OF ETHICS
                                       FOR
                           THE CHIEF EXECUTIVE OFFICER
                            SENIOR FINANCIAL OFFICERS
                                       AND
                               BOARD OF DIRECTORS

1. PURPOSE.

The Board of Directors (the "BOARD", and each member of the Board, a "DIRECTOR")
of Syscan Imaging, Inc., a Delaware corporation (the "COMPANY") has adopted the
following Code of Ethics (the "CODE") to apply to the Chief Executive Officer,
each other principal executive officer, the Chief Financial Officer, Chief
Accounting Officer, Corporate Controller and Controller of each of the Company's
operating divisions (the Chief Financial Officer, Chief Accounting Officer and
Controllers are hereinafter referred to as the "SENIOR FINANCIAL OFFICERS"), as
well as to the Directors of the Company. The Controllers include higher ranking
accounting personnel such as the Corporate Controller, Director of Accounting
and Assistant Controller (or their equivalents). The Code is intended to promote
ethical conduct and compliance with laws and regulations, to provide guidance
with respect to the handling of ethical issues, to implement mechanisms to
report unethical conduct, to foster a culture of honesty and accountability, to
deter wrongdoing and to ensure fair and accurate financial reporting.

No code or policy can anticipate every situation that may arise. Accordingly,
this Code is intended to serve as a source of guiding principles. You are
encouraged to bring questions about particular circumstances that may involve
one or more of the provisions of this Code to the attention of the Company's
Chief Executive Officer or Chairman of the Board of Directors, who may consult
with the Company's outside legal counsel as appropriate.


2. INTRODUCTION.

The Chief Executive Officer, principal executive officers, Senior Financial
Officers and Directors are expected to adhere to a high standard of ethical
conduct. The reputation and good standing of the Company depend on how the
Company's business is conducted and how the public perceives that conduct.
Unethical actions, or the appearance of unethical actions, are not acceptable.
In addition to each of the directives set forth below, the Chief Executive
Officer, each principal executive officer, each Senior Financial Officer and
Director shall be guided by the following principles in carrying out their
duties and responsibilities on behalf of the Company:

     LOYALTY, HONESTY AND INTEGRITY. You must not be, or appear to be, subject
     to influences, interests or relationships that conflict with the best
     interests of the Company.

     OBSERVANCE OF ETHICAL STANDARDS. When carrying out your duties and
     responsibilities on behalf of the Company, you must adhere to the high
     ethical standards described in this Code.

     ACCOUNTABILITY. You are responsible for your own adherence and the
     adherence of the other officers and Directors to whom this Code applies.
     Familiarize yourself with each provision of this Code and those set forth
     in the Company's Insider Trading Policy.




                                      -1-



3. INTEGRITY OF RECORDS AND FINANCIAL REPORTING.

The Chief Executive Officer and Senior Financial Officers are responsible for
the accurate and reliable preparation and maintenance of the Company's financial
records. Accurate and reliable preparation of financial records is of critical
importance to proper management decisions and the fulfillment of the Company's
financial, legal and reporting obligations. As a public company, Syscan Imaging,
Inc. files annual and periodic reports and makes other filings with the
Securities and Exchange Commission (the "SEC"). It is critical that these
reports be timely and accurate. The Company expects those officers who have a
role in the preparation and/or review of information included in the Company's
SEC filings to report such information accurately and honestly. Reports and
documents the Company files with or submits to the SEC, as well as other public
communications made by the Company, should contain full, fair, accurate, timely
and understandable disclosure.

The Chief Executive Officer and Senior Financial Officers are responsible for
establishing, and together with the Directors or the members of the Company's
Audit Committee, as the case may be, overseeing adequate disclosure controls and
procedures and internal controls and procedures, including procedures which are
designed to enable the Company to: (a) accurately document and account for
transactions on the books and records of the Company and its subsidiaries; and
(b) maintain reports, vouchers, bills, invoices, payroll and service records,
performance records and other essential data with care and honesty.

4. CONFLICTS OF INTEREST.

You must not participate in any activity that could conflict with your duties
and responsibilities to the Company. A "conflict of interest" arises when one's
personal interests or activities appear to or may influence that person's
ability to act in the best interests of the Company. Any material transaction or
relationship that reasonably could be expected to give rise to a conflict of
interest should be disclosed to the Company's Chief Executive Officer. In
addition, because conflicts of interest are not always obvious, you are
encouraged to bring questions about particular situations to the attention of
the Company's Chief Executive Officer.

This Code does not describe all possible conflicts of interest that could
develop. Some of the more common conflicts from which you must refrain are set
forth below:

     FAMILY MEMBERS. You may encounter a conflict of interest when doing
     business with or competing with organizations in which you have an
     ownership interest or your family member has an ownership or employment
     interest. "Family members" include a spouse, parents, children, siblings
     and in-laws. You must not conduct business on behalf of the Company with
     family members or an organization with which your family member is
     associated, unless such business relationship has been disclosed and
     authorized by a majority of the independent members of the Board of
     Directors.

     IMPROPER CONDUCT AND ACTIVITIES. You may not engage in any conduct or
     activities that are inconsistent with the Company's best interests or that
     disrupt or impair the Company's relationship with any person or entity with
     which the Company has or proposes to enter into a business or contractual
     relationship.

     COMPENSATION FROM NON-COMPANY SOURCES. You may not accept compensation in
     any form for services performed for the Company from any source other than
     the Company.

     GIFTS. You and members of your immediate family may not accept gifts from
     persons or entities if such gifts are being made in order to influence you
     in your capacity as an employee or Director of the Company, or if
     acceptance of such gifts could create the appearance of a conflict of
     interest.

     PERSONAL USE OF COMPANY ASSETS. You may not use Company assets, labor or
     information for personal use, other than incidental personal use, unless
     approved by a majority of the independent members of the Board of Directors
     or as part of a compensation or expense reimbursement program.




                                      -2-



5. CORPORATE OPPORTUNITIES.

The Chief Executive Officer, principal executive officers, Senior Financial
Officers and Directors are prohibited from: (a) taking for themselves personally
opportunities related to the Company's business; (b) using the Company's
property, information, or position for personal gain; or (c) competing with the
Company for business opportunities; PROVIDED, HOWEVER, if the Company's
disinterested Directors determine the Company will not pursue such opportunity,
after disclosure of all material facts by the individual seeking to pursue the
opportunity, the individual may do so.

6. CONFIDENTIALITY.

You must maintain the confidentiality of information entrusted to you by the
Company and any other confidential information about the Company, its business,
customers or suppliers, from whatever source, except when disclosure is
authorized or legally mandated. For purposes of this Code, "confidential
information" includes all non-public information relating to the Company, its
business, customers or suppliers.

7. COMPLIANCE WITH LAWS, RULES AND REGULATIONS.

It is the policy of the Company to comply with all applicable laws, rules and
regulations, and the Company expects its Chief Executive Officer, principal
executive officers, Senior Financial Officers and Directors shall carry out
their responsibilities on behalf of the Company in accordance with such laws,
rules and regulations and to refrain from illegal conduct. Transactions in
Company securities are governed by the Company's Insider Trading Policy.

8. ENCOURAGING THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR.

The Company is committed to operating according to the highest standards of
business conduct and ethics and to maintaining a culture of ethical compliance.
The Chief Executive Officer, principal executive officers, Senior Financial
Officers and Directors should promote an environment in which the Company: (a)
encourages employees to talk to supervisors, managers and other appropriate
personnel when in doubt about the best course of action in a particular
situation; (b) encourages employees to report violations of laws, rules and
regulations to appropriate personnel; and (c) informs employees that the Company
will not allow retaliation for reports made in good faith.

9. FAIR DEALING.

The Chief Executive Officer, principal executive officers, Senior Financial
Officers and Directors should deal fairly with the Company's customers,
suppliers, competitors and employees. It is the policy of the Company to
prohibit any person from taking unfair advantage of another through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts or any other unfair dealing practice.

10. WAIVERS.

It is the Company's policy that waivers of this Code will not be granted except
in exigent circumstances. Any waivers of this Code may only be granted by a
majority of the Board after disclosure of all material facts by the individual
seeking the waiver. Any waiver of this Code will be promptly disclosed as
required by law or stock exchange regulation.

11. CONCLUSION.

You should communicate any suspected violations of this Code, or any unethical
behavior encompassed by this Code, promptly to the Chief Executive Officer, or
if any such behavior involves the Chief Executive Officer such communications
should be brought to the attention of the next highest ranking officer of the
Company. Violations will be taken seriously and investigated by the Board or by
a person or persons designated by the Board and appropriate disciplinary action
will be taken in the event of any violations of the Code.



                                      -3-



If there are any questions involving application of this Code, guidance should
be sought from the Company's corporate counsel.

It shall also be the policy of the Company that the Chief Executive Officer,
each Director, each Vice President, the Chief Financial Officer, Chief
Accounting Officer, Corporate Controller and Controller of each of the Company's
operating divisions acknowledge receipt of and certify their willingness to
adhere to the foregoing annually and file a copy of such certification with the
Board of Directors.

Dated:  March 29, 2005













                                      -4-

EX-21

Exhibit 21

Subsidiaries of the Company:

Syscan, Inc. - a California corporation

EX-31

EXHIBIT 31.1

                    CERTIFICATION PURSUANT TO RULE 13A-14(A)

         I, Darwin Hu, hereby certify that:

         1. I have reviewed the Annual Report on Form 10-KSB of Syscan Imaging,
Inc. for the fiscal year ended December 31, 2004;

         2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

         4. The small business issuer's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the small business issuer and have:

         (a)   Designed such disclosure controls and procedures, or caused such
               disclosure controls and procedures to be designed under our
               supervision, to ensure that material information relating to the
               small business issuer, including its consolidated subsidiaries,
               is made known to us by others within those entities, particularly
               during the period in which this report is being prepared;

         (b)   Designed such internal control over financial reporting, or
               caused such internal control over financial reporting to be
               designed under our supervision, to provide reasonable assurance
               regarding the reliability of financial reporting and the
               preparation of financial statements for external purposes in
               accordance with generally accepted accounting principles;

         (c)   Evaluated the effectiveness of the small business issuer's
               disclosure controls and procedures and presented in this report
               our conclusions about the effectiveness of the disclosure
               controls and procedures, as of the end of the period covered by
               this report based on such evaluation; and

         (d)   Disclosed in this report any change in the small business
               issuer's internal control over financial reporting that occurred
               during the small business issuer's most recent fiscal quarter
               (the small business issuer's fourth fiscal quarter in the case of
               an annual report) that has materially affected, or is reasonably
               likely to materially affect, the small business issuer's internal
               control over financial reporting.

         5. The small business issuer's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):

         (a)   All significant deficiencies and material weaknesses in the
               design or operation of internal control over financial reporting
               which are reasonably likely to adversely affect the small
               business issuer's ability to record, process, summarize and
               report financial information; and

         (b)   Any fraud, whether or not material, that involves management or
               other employees who have a significant role in the small business
               issuer's internal control over financial reporting.



                                                     /s/  Darwin Hu
Date:  March 31, 2005
                                                     ---------------------------
                                                     Darwin Hu, Chairman and
                                                     Chief Executive Officer

EX-31

EXHIBIT 31.2

                    CERTIFICATION PURSUANT TO RULE 13A-14(A)

         I, William Hawkins, hereby certify that:

         1. I have reviewed the Annual Report on Form 10-KSB of Syscan Imaging,
Inc. for the fiscal year ended December 31, 2004;

         2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

         4. The small business issuer's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the small business issuer and have:

         (a)   Designed such disclosure controls and procedures, or caused such
               disclosure controls and procedures to be designed under our
               supervision, to ensure that material information relating to the
               small business issuer, including its consolidated subsidiaries,
               is made known to us by others within those entities, particularly
               during the period in which this report is being prepared;

         (b)   Designed such internal control over financial reporting, or
               caused such internal control over financial reporting to be
               designed under our supervision, to provide reasonable assurance
               regarding the reliability of financial reporting and the
               preparation of financial statements for external purposes in
               accordance with generally accepted accounting principles;

         (c)   Evaluated the effectiveness of the small business issuer's
               disclosure controls and procedures and presented in this report
               our conclusions about the effectiveness of the disclosure
               controls and procedures, as of the end of the period covered by
               this report based on such evaluation; and

         (d)   Disclosed in this report any change in the small business
               issuer's internal control over financial reporting that occurred
               during the small business issuer's most recent fiscal quarter
               (the small business issuer's fourth fiscal quarter in the case of
               an annual report) that has materially affected, or is reasonably
               likely to materially affect, the small business issuer's internal
               control over financial reporting.

         5. The small business issuer's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):

         (a)   All significant deficiencies and material weaknesses in the
               design or operation of internal control over financial reporting
               which are reasonably likely to adversely affect the small
               business issuer's ability to record, process, summarize and
               report financial information; and

         (b)   Any fraud, whether or not material, that involves management or
               other employees who have a significant role in the small business
               issuer's internal control over financial reporting.



                                                     /s/  William Hawkins
Date:  March 31, 2005
                                                     ---------------------------
                                                     William Hawkins Acting
                                                     Chief Financial Officer,
                                                     Chief Operating Officer and
                                                     Secretary

EX-32

EXHIBIT 32.1

                                  CERTIFICATION

            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                                (18 U.S.C. 1350)


         Pursuant to Section 906 of the Sarbanes-Oxley Act of (18 U.S.C. 1350),
the undersigned officer of Syscan Imaging, Inc., a Delaware corporation (the
"Company"), does hereby certify, to the best of such officer's knowledge and
belief, that:

         (1) The Annual Report on Form 10-KSB for the year ended December 31,
2004 (the "Form 10-KSB") of the Company fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Form 10-KSB fairly presents, in
all materials respects, the financial condition and results of operations of the
Company.


                                                     /s/ Darwin Hu
Date:  March 31, 2005
                                                     ---------------------------
                                                     Darwin Hu, Chairman and
                                                     Chief Executive Officer


         This certification shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act, or otherwise subject to the liability of that
section. Such certification will not be deemed to be incorporated by reference
into any filing under the Securities Act or the Securities Exchange Act.

EX-32

EXHIBIT 32.2

                                  CERTIFICATION

            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                                (18 U.S.C. 1350)


         Pursuant to Section 906 of the Sarbanes-Oxley Act of (18 U.S.C. 1350),
the undersigned officer of Syscan Imaging, Inc., a Delaware corporation (the
"Company"), does hereby certify, to the best of such officer's knowledge and
belief, that:

         (1) The Annual Report on Form 10-KSB for the year ended December 31,
2004 (the "Form 10-KSB") of the Company fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Form 10-KSB fairly presents, in
all materials respects, the financial condition and results of operations of the
Company.


                                                     /s/ William Hawkins
Date:  March 31, 2005
                                                     ---------------------------
                                                     William Hawkins, Acting
                                                     Chief Financial Officer,
                                                     Chief Operating Officer and
                                                     Secretary


         This certification shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act, or otherwise subject to the liability of that
section. Such certification will not be deemed to be incorporated by reference
into any filing under the Securities Act or the Securities Exchange Act.