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 June 30, 2005

                                       or

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

                        Commission file number: 000-27773

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

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

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

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

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

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

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

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


                                EXPLANATORY NOTE

Syscan Imaging, Inc. is filing this Form 10-QSB/A-1 to its Quarterly Report on
Form 10-QSB for the quarter ended June 30, 2005, as filed with the SEC on August
15, 2005, for the purpose of revising its discussion of Net Loss included in
Item 2 of Part I of such Quarterly Report on Form 10-QSB, as set forth below. As
a result of this amendment, Syscan Imaging, Inc. is filing as exhibits to this
Form 10-QSB/A-1 the certifications pursuant to Sections 302 and 906 of the
Sarbanes-Oxley Act of 2002.

This Form 10-QSB/A-1 does not change our previously reported financial
statements and other financial disclosures. Items included in the original Form
10-QSB that are not included herein are not amended and remain in effect as of
the date of the original filing. Except as noted above, this Form 10-QSB/A-1
does not update information that was presented in our original Quarterly Report
on Form 10-QSB filed on August 15, 2005 to reflect recent developments that have
occurred since that date.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

NET LOSS

Net losses for the quarter and six months ended June 30, 2005 were approximately
($2,908,182) and ($2,931,347), respectively, compared to net losses of
approximately ($123,974) and ($110,294), respectively, during the same periods
in 2004. The increase in losses are primarily related to stock options granted
to certain executive officers and key employees during the quarter ended June
30, 2005 versus the same period in 2004. If we remove stock-based compensation
costs from our net losses, our net losses for the quarter and six month periods
ended June 30, 2005 would have been approximately ($96,182) and ($119,347),
respectively, compared to net losses of approximately ($123,974) and ($110,294),
respectively, during the same periods in 2004. The substantial increase in G&A
and R&D expenses during the quarter ended June 30, 2005, continues to impair our
profitability. We see these increased expenses as important as we prepare our
financial strength and product innovation to meet future revenue growth.


                           PART II - OTHER INFORMATION

ITEM 6. EXHIBITS.

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

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

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


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


                                   SIGNATURES

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


Dated: August 22, 2005        By: /s/ Darwin Hu
                                  -------------
                              Name: Darwin Hu
                              Title: Chief Executive Officer


Dated: August 22, 2005        By: /s/ William Hawkins
                                  -------------------
                              Name: William Hawkins
                              Title: Acting Chief Financial Officer, Principal
                              Accounting Officer, Chief Operating Officer and
                              Secretary

EX-31

EXHIBIT 31

                    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 June 30, 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.


Date:  August 22, 2005            /s/ Darwin Hu
                                  --------------------------------------------
                                  Darwin Hu, Chairman and
                                  Chief Executive Officer


                    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 June 30, 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.


Date:  August 22, 2005            /s/ William Hawkins
                                  --------------------------------------------
                                  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 June 30, 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, to the best of my knowledge:

      (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.


Date:  August 22, 2005                /s/ Darwin Hu
                                      ------------------------------------------
                                      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 June 30, 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, to the best of my
knowledge:

      (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.


Date: August 22, 2005                 /s/ William Hawkins
                                      ------------------------------------------
                                      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.