10QSB/A

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

                                 FORM 10-QSB/A-1

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                      For the quarter ended March 31, 2005

                                       or

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                        Commission file number: 000-27773

                              SYSCAN IMAGING, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

       DELAWARE                                  59-3134518
       --------                                  ----------
(State of incorporation)            (I.R.S. Employer Identification No.)

                              1772 TECHNOLOGY DRIVE
                           SAN JOSE, CALIFORNIA 95110
          (Address of principal executive offices, including zip code)

                                 (408) 436-9888
                (Issuer's telephone number, including area code)

   (Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months,
and (2) has been subject to such filing requirements for the past 90 days. Yes
|X| No |_|

The number of shares outstanding of the issuer's Common Stock, $.001 Par Value,
on June 17, 2005, was 23,110,515 shares

Transitional Small Business Disclosure Format (check one):   Yes |  |  No |X|





                                EXPLANATORY NOTE

Syscan Imaging, Inc. is filing this Form 10-QSB/A-1 to its Quarterly Report on
Form 10-QSB for the quarter ended March 31, 2005, as filed with the SEC on May
16, 2005, for the purpose of revising Item 3 of Part I of such Quarterly Report
on Form 10-QSB, as set forth below. As a result of this amendment, Syscan
Imaging, Inc. is filing as exhibits to this Form 10-QSB/A-1 the certifications
pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.

This Form 10-QSB/A-1 does not change our previously reported financial
statements and other financial disclosures. Items included in the original Form
10-QSB that are not included herein are not amended and remain in effect as of
the date of the original filing. Except as noted above, this Form 10-QSB/A-1
does not update information that was presented in our original Quarterly Report
on Form 10-QSB filed on May 16, 2005 to reflect recent developments that have
occurred since that date. Information concerning recent developments since the
filing of our Quarterly Report on May 16, 2005 can be found in other filings we
have made with the SEC since May 16, 2005.


ITEM 3.     CONTROLS AND PROCEDURES

         Based on an evaluation as of the date of the end of the period covered
by this report, our Chief Executive Officer and Chief Financial Officer,
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as required by Exchange Act Rule 13a-15.
Based on that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures were effective as
of the end of the period covered by this report.

         There were no changes in our internal controls over financial reporting
that occurred during the quarter ended March 31, 2005 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.








                           PART II - OTHER INFORMATION


ITEM 6.       EXHIBITS.

31       Rule 13a-14(a)/15d-14(a) Certifications.

32.1     Certification by the Chief Executive Officer Relating to a Periodic
         Report Containing Financial Statements.*

32.2     Certification by the Chief Financial Officer Relating to a Periodic
         Report Containing Financial Statements.*


*  The Exhibit attached to this Form 10-QSB shall not be deemed "filed" for
   purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
   Act") or otherwise subject to liability under that section, nor shall it be
   deemed incorporated by reference in any filing under the Securities Act of
   1933, as amended, or the Exchange Act, except as expressly set forth by
   specific reference in such filing.


















                                   SIGNATURES

            In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



Dated: June 17, 2005          By: /S/ DARWIN HU
                                ----------------
                              Name:  Darwin Hu
                              Title: Chief Executive Officer

Dated: June 17, 2005          By: /S/ WILLIAM HAWKINS
                                ---------------------
                              Name:  William Hawkins
                              Title: Acting Chief Financial Officer,
                              Principal Accounting Officer, Chief Operating
                              Officer and Secretary

EX-31.1

EXHIBIT 31.1

                    CERTIFICATION PURSUANT TO RULE 13A-14(A)

         I, Darwin Hu, hereby certify that:

1.      I have reviewed the Quarterly Report on Form 10-QSB/A-1 of
        Syscan Imaging, Inc. for the quarter ended March 31, 2005;

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:  June 17, 2005               -----------------------
                                   Darwin Hu, Chairman and
                                   Chief Executive Officer

EX-31.2

EXHIBIT 31.2


                    CERTIFICATION PURSUANT TO RULE 13A-14(A)

         I, William Hawkins, hereby certify that:

1.       I have reviewed the Quarterly Report on Form 10-QSB/A-1 of
         Syscan Imaging, Inc. for the quarter ended March 31, 2005;

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:  June 17, 2005         ------------------------------------------------
                             William Hawkins Acting Chief Financial Officer,
                             Chief Operating Officer and Secretary
                             (Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1


                                  CERTIFICATION

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


         In connection with the Quarterly Report of Syscan Imaging, Inc. (the
"Company") on Form 10-QSB/A-1 for the quarter ended March 31 2005, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Darwin Hu, Chairman and Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

         (1) The Report 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 Report fairly presents, in all
materials respects, the financial condition and results of operations of the
Company.


                                /s/ Darwin Hu
Date:  June 17, 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-32.2

EXHIBIT 32.2

                                  CERTIFICATION

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


         In connection with the Quarterly Report of Syscan Imaging, Inc. (the
"Company") on Form 10-QSB/A-1 for the quarter ended March 31 2005, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
William Hawkins, Chief Operating Officer, Acting Chief Financial Officer and
Secretary of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

         (1) The Report 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 Report fairly presents, in all
materials respects, the financial condition and results of operations of the
Company.


                            /s/ William Hawkins
Date:  June 17, 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.