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

                                   FORM 10-QSB


[xx]     QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000


                        Commission file Number: 000-29645

                               AMNIS SYSTEMS INC.
                           (FORMERLY GRAFFITI-X, INC.)
        (Exact name of small business issuer as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   33-0821967
                     (I.R.S. Employer Identification Number)

                                619 Serrano Lane
                          Chula Vista, California 91910
                    (Address of principal executive offices)

                                  (604)681-9588
                           (Issuer's telephone number)


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
9,310,000 common shares as at September 30, 2000

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



<PAGE>


                               AMNIS SYSTEMS INC.
                           (formerly Graffiti-X, Inc.)


                                      INDEX

PART 1.  FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  Consolidated Balance Sheets as of September 30, 2000
                  (unaudited) and December 31, 1999

                  Consolidated Statements of Operations for the three and nine
                  month periods ended September 30, 1999 and September 30, 2000

                  Consolidated Statements of Cash Flows for the nine month
                  period Ended September 30, 1999 and September 30, 2000

                  Consolidated Statements of Changes in Stockholders' Equity

                  Notes to Consolidated Financial Statements

         Item 2   Plan of Operation

PART II. OTHER INFORMATION

         Item 1   Legal Proceedings

         Item 2   Changes in Securities

         Item 3   Defaults Upon Senior Securities

         Item 4   Submission of Matters to a Vote of Security Holders

         Item 5   Other Information

         Item 6   Exhibits and Reports on Form 8K


         SIGNATURES


                                       2
<PAGE>

                               AMNIS SYSTEMS INC.
                           (FORMERLY GRAFFITI-X, INC.)



                        CONSOLIDATED FINANCIAL STATEMENTS
                      (UNAUDITED - PREPARED BY MANAGEMENT)


                               SEPTEMBER 30, 2000




<PAGE>


                             Robert J. Bliss, C.P.A.
                                289 Church Avenue
                              Chula Vista, CA 91910
                      FAX (619)585-7597 Phone (619)585-7595







                          Independent Auditor's Report



The Board Of Directors
AMNIS Systems, Inc.


         I have compiled the accompanying  balance sheet of AMNIS Systems,  Inc.
(formerly  Graffiti-X,  Inc.) as of September  30, 1999 and 2000 and the related
statements of  operations,  changes in  stockholders'  equity and cash flows for
three and nine months  ended  September  30, 1999 and  September  30,  2000,  in
accordance  with standards  established  by the American  Institute of Certified
Public Accountants.

         A  compilation  is  limited  to  presenting  in the  form of  financial
statements  information  that is the  representation  of management.  I have not
audited or reviewed the  accompanying  statements and accordingly do not express
an opinion or any other form of assurance on them.





                                                                December 1, 2000






<PAGE>

                               AMNIS Systems, Inc
                          (formerly Graffiti-X, Inc.)
                                  BALANCE SHEET



<TABLE>
<CAPTION>
                                                                                      September 30                  December 31
                                                                                          2000                         1999
                                                                                      ------------                  -----------
<S>                                                                                      <C>                          <C>
         ASSETS

Cash                                                                                     $   100                      $ 3,697
Inventory                                                                                    240                          976
                                                                                         -------                      -------

                  TOTAL ASSETS                                                           $   340                      $ 4,673



         LIABILITIES

Accounts payable                                                                               0                            0

                  TOTAL LIABILITIES                                                            0                            0
                                                                                         -------                      -------

         STOCKHOLDERS' EQUITY

         Common Stock, &.0001 par value,
              40,000,000 shares authorized;
               9,310,000 issued and outstanding                                              931                          931
         Additional paid-in capital                                                        5,872                        5,872
         Accumulated deficit                                                              (6,463)                      (2,130)
                                                                                         -------                      -------

TOTAL STOCKHOLDERS' EQUITY                                                                   340                        4,673
                                                                                         -------                      -------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                                                     $   340                      $ 4,673
                                                                                         -------                      -------

</TABLE>






                 See Accountant's Compilation Report and Notes.


<PAGE>

                               AMNIS SYSTEMS, INC.
                           (formerly Graffiti-S, Inc.)
                               STATEMENT OF INCOME


<TABLE>
<CAPTION>
                                                           Three Months Ended                      Nine Months Ended
                                                              September 30,                           September 30,
                                                        2000                1999                2000                1999
                                                     ----------          ----------          ----------          ----------
<S>                                                  <C>                 <C>                 <C>                 <C>
Net Sales                                                     0                   0                   0                   0

         Cost of sales                                        0                   0                   0                   0

Gross Profit                                                  0                   0                   0                   0

Operating Expenses

         General and Administrative                       1,037                  30               4,333                 768

Total Operating Expenses                                  1,037                  30               4,333                 768
                                                     ----------          ----------          ----------          ----------

         Net Income (loss)                               (1,037)                (30)             (4,333)               (768)

Income Taxes (Note C)                                         0                   0                   0                   0

Net Income                                               (1,037)                (30)             (4,333)               (768)

Earnings per share                                      (.00011)         $  (.00000)            (.00047)            (.00013)

Weighted Average                                      9,310,000           9,310,000           9,310,000           5,565,555
</TABLE>









                 See Accountant's Compilation Report and Notes.

<PAGE>

                               AMNIS SYSTEMS, INC.
                           (formerly Graffiti-X, Inc.)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                               September 30, 2000


<TABLE>
<CAPTION>
                                                                  Common Stock                 Additional
                                                                  ------------                   Paid-In          Accumulated
                                                           Shares               Amount           Capital            Deficit
                                                         -----------            ------         -----------        -----------
<S>                                                       <C>                  <C>              <C>                <C>
Beginning Balance
July 29, 1998                                            $         0            $    0           $     0

Issuance of Common
Stock for expenses
And inventory paid
On August 4, 1998
at $0.0015 per share                                       1,000,000            $  100           $ 1,392

Issuance of Common
Stock for cash on
Sept. 20, 1998 at
$0.01 per share                                              385,000                39             3,811

Net income (loss)
December 31, 1998                                                                                                   $  (761)
                                                         -----------            ------           -------            -------

Balance 12/31/98                                           1,385,000            $  139           $ 5,203            $  (761)

Stock split:
Six for One
May 10, 1999                                               6,925,000               692              (692)

Issuance of Common
Stock for merchandise
On July 1, 1999 at
$0.0015 per share                                          1,000,000               100             1,361

Net income (loss)
December 31, 1999                                                                                                    (1,369)
                                                         -----------            ------           -------            -------

Balance on
December 31, 1999                                          9,310,000            $  931           $ 5,872            $(2,130)

Net income (loss) for
Sept 30, 2000                                                                                                        (4,333)

Balance 9/30/2000                                          9,310,000            $  931           $ 5,872            $(6,463)
</TABLE>


                 See Accountant's Compilation Report and Notes.



<PAGE>

                               AMNIS SYSTEMS, INC.
                           (formerly Graffiti-X, Inc.)
                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                        For the nine months ended
                                                                                               September 30,
                                                                                       2000                    1999
                                                                                      -------                 -------
<S>                                                                                   <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES
         Net income (loss)                                                            $(4,333)                $  (768)

         Adjustments to reconcile net income
         To net cash used in operating activities:

                  Use of Inventory                                                        736                     678
                                                                                      -------                 -------

NET CASH USED IN OPERATING ACTIVITIES                                                  (3,597)                    (90)

CASH FLOWS FROM INVESTINF ACTIVITIES                                                        0                       0

CASH FLOWS FROM FINANCING ACITIVITIES                                                       0                       0

PROCEEDS FROM ISSUANCE OF COMMON STOCK                                                      0                       0

NET INCREASE (DECREASE) IN CASH                                                        (3,597)                    (90)

CASH-BEGINNING                                                                          3,697                   3,817
                                                                                      -------                 -------

CASH-ENDING                                                                           $   100                 $ 3,727
</TABLE>





                  See Accountant's Compilation Report and Notes

<PAGE>

                               AMNIS SYSTEMS, INC.
                           (formerly Graffiti-X, Inc.)
                          NOTES TO FINANCIAL STATEMENTS



A.       Organization and Summary of Significant Accounting Policies:

         Organization

                  AMNIS Systems,  Inc, (The Company) was incorporated  under the
         laws of the State of Delaware on July 29, 1998.  The company was formed
         to  manufacture  and sell two  chemical  products  designed  to  remove
         graffiti from a variety of surfaces. The Company has not engaged in any
         significant    operations    since   inception   other   than   product
         demonstration,  the  search  for a  manufacturing  facility,  corporate
         maintenance  activities,  acquisition of capital,  and  preparation for
         filing of its Registration  Statement Form 10-SB. No operating revenues
         have been realized by the Company since inception.

                  The Company  anticipates  incurring  increased expenses in the
         current year as a result of costs  associated with  registration  under
         the Securities  Exchange Act of 1934.  However the Company also expects
         to generate its first  revenues from sales before August 31, 2000.  The
         Company's marketing efforts indicate that it should be able to sell its
         products at a price that is approximately  400% of manufacturing  cost.
         Management  therefore expects that it will be able to offset the higher
         operating  cost  associated  with  registration  under  the  Securities
         Exchange Act with profits from product sales.  Management expects sales
         to begin in the third quarter and increase in the fourth quarter of the
         year 2000.

         Use of Estimates

                  The  preparation  of financial  statements in conformity  with
         generally accepted  accounting  principles  requires management to make
         estimates and  assumptions  that affect the reported  amounts of assets
         and liabilities,  disclosure of contingent assets and liabilities,  and
         reported amounts of revenues and expenses.  Actual results could differ
         from those estimates.

         Cash and Cash Equivalents

                  The Company considers all investments with a maturity of three
         months or less to be cash equivalents.


<PAGE>

                               AMNIS Systems, Inc.
                           (formerly Graffiti-X, Inc.)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1999


         Earning Per Share

                  Earnings per share is provided in accordance  with  Accounting
         Principles board opinion No. 15 (APB No. 15) "Earnings Per Share".  Due
         to the Company's simple capital structure,  only one earnings per share
         calculation  is  presented.  Earnings per share is computed by dividing
         income available to common  stockholders by the weighted average number
         of common shares outstanding during the period.

         Income Taxes

                  Income  taxes are  provided in  accordance  with  Statement of
         Financial Accounting Standards No. 109 (SFAS No. 109),  "Accounting for
         Income  Taxes." A deferred  tax asset or  liability is recorded for all
         temporary  differences  between  financial  and tax  reporting  and net
         operating loss carry forwards.  Deferred tax expense  (benefit) results
         from  the net  change  during  the  year of  deferred  tax  assets  and
         liabilities.

                  Deferred tax assets are reduced by a valuation allowance when,
         in the  opinion of  management,  it is more  likely  than not that some
         portion  or  all of the  deferred  tax  assets  will  not be  realized.
         Deferred  tax assets and  liabilities  are  adjusted for the effects of
         changes  in tax laws and rates on the date of  enactment.  No  deferred
         taxes have been recorded as an asset or liability.

B.       Income Tax Expense:

                  The  Company's  provision for income taxes for the nine months
         ended September 30, 1999 and 2000 is $0. Due to the Company's operating
         loss, there is no tax expense recognized for 1999 or 2000.

C.       Stockholders' Equity:

                  The Company is authorized to issue 40,000,000 shares of common
         stock,  par value  $0.0001  per share,  of which  9,310,000  shares are
         issued and outstanding.

                  On August 4, 1998 the company  issued 950,000 shares of common
         stock to its  President,  Amin  Hassan,  in exchange  for the rights to
         formulations  of the Graffiti XL products and an inventory of chemicals
         for the manufacture of these products costing $1,367. Also on that date
         the Company issued 50,000



<PAGE>

                               AMNIS Systems, Inc.
                           (formerly Graffiti-X, Inc.)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1999


         shares of common  stock to Daniel  Masters in exchange for his services
         in incorporating the Company.

                  On  August 4, 1998 the  Company  filed a Form-D  with the U.S.
         Securities  and  Exchange  Commission.   Between  August  4,  1998  and
         September  30, 1998 the Company sold 385,000  shares of common stock at
         $0.00 per share to 37 individuals  for a total proceeds of $3,850.  The
         offers and sales were made  pursuant to Rule 504 of  Regulation D under
         the Securities Act of 1933 as amended.

                  On May 10, 1999 the  shareholders  of the Company  agreed to a
         stock  split  on the  basis  of six  new  shares  for  one  old  share.
         Therefore, as of that date the Company had 8,310,000 shares for one old
         share.  Therefore,  as of that date the Company had 8,310,000 shares of
         common stock issued and outstanding.

                  On July 1, 1999 the Company issued  1,000,000 shares of common
         stock to its  President,  Amin Hassan,  in exchange for an inventory of
         chemicals  used in the  manufacture  of Graffiti  XL  products  costing
         $1,461.  Consequently,  at December 31, 1999 the Company had  9,310,000
         shares of common stock issued and outstanding.

D.       Need for Additional Financing

         The company  believes  that its existing  capital will be sufficient to
         meet the Company's  cash needs  through the inception of  manufacturing
         and sales.  The Company  believes that profits from sales will generate
         sufficient  cash  for  its  operating  needs  by the  end of the  third
         quarter, and the Company believes it has sufficient resources to see it
         through to that time and beyond if  necessary.  The  Company  therefore
         does not foresee the need for additional financing in the year ahead.




<PAGE>

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Liquidity and Capital Resources
-------------------------------

The Company is in the  development  stage.  The  Company's  capital  consists of
chemicals supplied by the Company's founder and President, Amin Hassan and funds
provided by investors.  The opening  chemical  inventory had a cost basis to Mr.
Hassan  (and  therefore  to the  Company)  of  $1,367.  Mr  Hassan  subsequently
contributed an additional  chemical  inventory  which had a cost basis to him of
$1,461 for a total inventory  contribution of $2,828.  Approximately  ninety-two
percent (92%) of the chemicals have been expended in the course of demonstrating
the Company's products,  however  approximately  twenty-nine percent (8%) remain
available.  Of the  $3,850  raised in the  Company's  private  placement  $3,667
remains  available.  The Company's capital is sufficient to allow it to continue
to finance operating activities in this manner for one to two years to come.

When the Company commences  manufacturing it will accept orders only with a down
payment of twenty-five percent (25%) of the total sales price. This down payment
will be  sufficient  to provide  the  necessary  working  capital to produce and
deliver the product.

Results of Operations
---------------------

The  Company's  balance  sheet for the period  ending  December  31,  1999,  the
Company's  first  full year of  operation,  reflects  a cash asset of $3,697 and
inventory  of $976  for a total  asset  value  of  $4,673.  On July 1,  1999 the
Company's  President  sold an inventory of chemicals with a cost basis of $1,461
to the Company in exchange for 1,000,000 shares of common stock.  Thus the total
inventory for the year was $2,225 and the ending  inventory of $976  reflected a
decrease  of $1,249  (56%).  Cash  decreased  by $120  (3%),  and  total  assets
decreased by $1,369 (23%) during the year.

The Company's  balance  sheet for  September 30, 2000,  the end of the Company's
third quarter of the current  year,  reflects a cash asset of $100 and inventory
of $240 for a total asset value of $340.  Cash  decreased  by $3,557,  and total
assets decreased by $4,293 during the nine month period.

The Company  cannot  predict to what extent its liquidity and capital  resources
will be diminished  prior to commencement of  manufacturing  and sales,  however
management believes that the Company's present capital is sufficient to commence
those activities,  given the Company's plan to accept orders only with a partial
payment approximately equal to the cost of goods sold.

The Company has not engaged in any significant  operations since inception other
than product demonstration,  the search for a manufacturing facility,  corporate
maintenance  activities,  acquisition of capital,  preparation for filing of its
Registration   Statement  on  Form  10-SB,   and,  most  recently,   preliminary
discussions  aimed at combining  with a better funded  company in the event that
sales do not  materialize.  No  operating  revenues  have been  realized  by the
Company since inception.

The Company  anticipates  incurring  increased expenses in the current year as a
result of costs associated with registration  under the Securities  Exchange Act
of 1934.  However the Company



                                       5
<PAGE>

also expects to generate its first revenues from sales before June 30, 2001. The
Company's marketing efforts indicate that it should be able to sell its products
at a  price  that  is  approximately  400%  of  manufacturing  cost.  Management
therefore  expects  that it will be able to offset  the higher  operating  costs
associated with registration under the Securities Exchange Act with profits from
product sales. Sales, which are expected to begin in the second quarter of 2001,
should increase in the latter half of 2001.

Need for Additional Financing
-----------------------------

The Company  believes  that its existing  capital will be sufficient to meet the
Company's  cash needs  through the  inception of  manufacturing  and sales.  The
Company  believes that profits from sales will generate  sufficient cash for its
operating  needs by the end of 2001. The Company  therefore does not foresee the
need for additional financing in the year ahead.

"CAUTIONARY  STATEMENT  FOR  PURPOSES  OF THE "SAFE  HARBOR"  PROVISIONS  OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Except for historical matters,
the matters discussed in this Form 10-SB are forward-looking statements based on
current  expectations,  and  involve  risks and  uncertainties.  Forward-looking
statements  include,  but are not limited  to,  statements  under the  following
heading:  "Managements Discussion And Analysis Or Plan Of Operations" the timing
and expected  profitable  results of manufacturing and sales and the need for no
additional financing.

                                     PART II
                                OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

         None

Item 2   CHANGES IN SECURITIES AND USE OF PROCEEDS

         None

Item 3   DEFAULTS UPON SENIOR SECURITIES

         None

Item 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

Item 5   OTHER INFORMATION

         None

Item 6   EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits



                                       6
<PAGE>

                  Exhibit 27.1     Financial Data Schedule

         (b)      Reports on Form 8-K

                  None


                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                         AMNIS SYSTEMS INC.
                                         (formerly Graffiti-X, Inc.


Dated:  December 5, 2000                 Per: /s/Jason John
                                              ----------------------------------
                                              Jason John, President and Director



                                       7