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

                                   FORM 10-QSB

(Mark One)
[X]  QUARTERLY  REPORT  UNDER  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT  OF  1934
       For  the  quarterly  period  ended:  September 30, 2001

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT  OF  1934
       For the transition period from  _________________  to _________________

Commission  File  Number:  000-29645

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

               Delaware                                94-3402831
      (State or other jurisdiction         (I.R.S. Employer Identification No.)
    of incorporation or organization)

                3450 Hillview Avenue, Palo Alto, California 94304
          (Address of principal executive offices, including zip code)

         Issuer's telephone number, including area code:  (650) 855-0200

                                 Not applicable
    (Former name, former address and former fiscal year, if changed since last
                                     report)

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check  whether  the  registrant  filed  all documents and reports required to be
filed  by  Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities  under  a  plan  confirmed  by  a  court.  Yes  [ ]  No  [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

The  number  of  shares  outstanding  of  each of the issuer's classes of common
equity  as  of  November  14,  2001:  11,369,597  shares  of  Common  Stock.

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


                                        1
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM  1.     FINANCIAL  STATEMENTS

     This  information  is contained on pages F-1 through F-7 of this report and
is  incorporated  into  this  Item  1  by  reference.

     In  our  management's  opinion,  all  adjustments  necessary  for  a  fair
presentation  of  the statements of the results for the interim period have been
included.


<PAGE>
                          INDEX TO FINANCIAL STATEMENTS

Unaudited Condensed Consolidated Balance Sheet as of September 30, 2001 and June
     30,  2001
Unaudited  Condensed  Consolidated  Statement  of Operations for the three-month
     periods  ended  September  30, 2001 and September 30, 2000 and for the nine
     months  ended  September  30,  2001  and  September  30,  2000
Unaudited  Condensed  Consolidated  Statement  of  Cash Flows for the nine-month
     periods  ended September 30, 2001 and September 30, 2000
Notes to Unaudited Consolidated  Financial  Statements


<PAGE>
<TABLE>
<CAPTION>
                                                                                AMNIS SYSTEMS INC.

                                                                        CONSOLIDATED BALANCE SHEET
                                                                                       (UNAUDITED)
==================================================================================================

                                                                    Sep 30, 2001    June 30, 2001
--------------------------------------------------------------------------------------------------
<S>                                                                <C>             <C>
ASSETS

CURRENT ASSETS:
  Cash                                                             $       8,358   $      140,666
  Accounts receivable, net of allowance for doubtful
   accounts of $300,375                                                  497,216          499,290
  Inventories                                                            462,690          511,483
  Prepaid expenses and other                                              45,774           25,696
--------------------------------------------------------------------------------------------------

    Total current assets                                               1,014,038        1,177,135
--------------------------------------------------------------------------------------------------

PROPERTY AND EQUIPMENT
  Machinery and equipment                                              2,104,886        2,106,361
  Demonstration equipment                                                490,548          487,026
  Furniture and fixtures                                                 521,288          525,293
  Leasehold improvements                                                 351,111          351,111
--------------------------------------------------------------------------------------------------

                                                                       3,467,833        3,469,791

  Less:  Accumulated depreciation and amortization                    (3,251,086)      (3,193,953)
--------------------------------------------------------------------------------------------------

    Property and equipment, net                                          216,747          275,838
--------------------------------------------------------------------------------------------------

OTHER ASSETS                                                              96,700           93,270
--------------------------------------------------------------------------------------------------

                                                                   $   1,327,485   $    1,546,243
==================================================================================================

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES:
  Bank overdraft                                                   $     122,508   $            0
  Financing obligations collateralized by accounts receivable            916,345        1,018,525
  Stockholders' notes payable                                          3,559,375        2,694,375
  Accounts payable - moratorium                                        1,561,500        1,561,500
  Accounts payable - other                                               568,439          510,406
  Deferred rent                                                          199,195          199,195
  Accrued liabilities                                                  1,868,387        1,386,992
  Other current liabilities                                               60,368           59,442
--------------------------------------------------------------------------------------------------

    Total current liabilities                                          8,856,117        7,430,435


STOCKHOLDERS' (DEFICIT):
  Common stock, $0.0001 par value:
     Authorized - 100,000,000 shares in September and June, 2001
     Issued and outstanding - 11,369,597                                   1,137            1,137
  Additional Paid-in Capital                                          10,993,675       10,993,675
  Accumulated deficit                                                (18,523,444)     (16,879,004)
--------------------------------------------------------------------------------------------------

    Total stockholders' deficit                                       (7,528,632)      (5,884,192)
--------------------------------------------------------------------------------------------------

    Total liabilities and stockholder's deficit                    $   1,327,485   $    1,546,243
==================================================================================================
</TABLE>


                                      F-1
<PAGE>
<TABLE>
<CAPTION>
                                                                                           AMNIS SYSTEMS INC.

                                                                         CONSOLIDATED STATEMENT OF OPERATIONS
                                                                                                  (UNAUDITED)
=============================================================================================================

                                                               September 30                September 30
                                                       --------------------------  --------------------------
For three months and nine months ended, respectively       2001          2000          2001          2000
=============================================================================================================
<S>                                                    <C>           <C>           <C>           <C>
SALES                                                  $   477,354   $   664,675   $ 3,436,263   $ 2,398,508

COST OF GOODS SOLD                                         421,104       504,852     2,066,522     1,603,120
-------------------------------------------------------------------------------------------------------------

    Gross margin                                            56,250       159,823     1,369,741       795,388

OPERATING EXPENSES
  Research and development                                 427,344       508,138     1,665,081     1,182,886
  Sales and marketing                                      697,113       525,843     2,175,425     1,825,878
  General and administrative                               459,001       522,461     1,380,464     1,312,933
-------------------------------------------------------------------------------------------------------------

                                                         1,583,458     1,556,442     5,220,970     4,321,697
-------------------------------------------------------------------------------------------------------------

      Loss from operations                              (1,527,208)   (1,396,619)   (3,851,229)   (3,526,309)

OTHER INCOME (EXPENSE)
  Interest expense, net                                   (124,857)      (71,108)     (395,820)     (226,422)
  Other, net                                                 7,625           645        43,763        64,272
-------------------------------------------------------------------------------------------------------------

       Total other (expense)                              (117,232)      (70,463)     (352,057)     (162,150)
-------------------------------------------------------------------------------------------------------------

      Net loss                                         $(1,644,440)  $(1,467,082)  $(4,203,286)  $(3,688,459)
=============================================================================================================

BASIC LOSS PER COMMON SHARE                                 (0.135)       (0.127)       (0.344)       (0.319)
</TABLE>


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                                                                                     AMNIS SYSTEMS INC.

                                                                   CONSOLIDATED STATEMENT OF CASH FLOWS
                                                                                            (UNAUDITED)
=======================================================================================================

                                                                                    September 30
                                                                             --------------------------
For the nine months ended                                                        2001          2000
=======================================================================================================
<S>                                                                          <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                   $(4,203,286)  $(3,688,459)
  Adjustments to reconcile net loss to
    net cash used in operating activities:
    Depreciation and amortization                                                208,844       446,357
    Provision for doubtful accounts                                               37,650        (2,615)
    Provision for excess and obsolete inventories                                339,752      (444,015)
    Issuance of common stock for services                                         21,000             -
  Decrease (increase) in accounts receivable                                     100,066       353,201
  Decrease (increase) in inventories                                             304,205      (192,889)
  Decrease (increase) in prepaid expenses and other assets                         4,463         6,433
  Decrease (increase) in deposits                                                 (3,430)        1,563
  Increase (decrease) in accounts payable                                       (314,542)      (91,646)
  Increase (decrease) in accrued liabilities                                     337,510       142,601
  Increase (decrease) in deferred revenue                                         12,548       (48,888)
  Increase (decrease) in deferred rent                                                 0       (33,688)

          Net cash used in operating activities                               (3,155,220)   (3,552,045)
-------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                                            (39,388)      (28,974)
-------------------------------------------------------------------------------------------------------

          Net cash used in investing activities                                  (39,388)      (28,974)
-------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Borrowings from stockholders                                                 2,127,177     2,234,694
  Proceeds from financing obligations collateralized by accounts receivable    1,057,040       657,839
  Payments on financing obligations collateralized by accounts receivable     (1,279,294)     (929,381)
  Proceeds from issuance of common stock                                       1,044,382     1,566,420
  Payment on notes payable                                                       (83,613)      (93,667)
  Bank Overdraft                                                                 122,508             0
-------------------------------------------------------------------------------------------------------

          Net cash provided by (used in) financing activities                  2,988,200     3,435,905
-------------------------------------------------------------------------------------------------------

          Net increase (decrease) in cash                                       (206,408)     (145,114)

CASH AND CASH EQUIVALENTS, beginning of year                                     214,766       300,271
-------------------------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS, end of quarter                                    $     8,358   $   155,157
=======================================================================================================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

  Cash paid for interest                                                     $   156,625   $   141,176
=======================================================================================================

NON CASH INVESTING AND FINANCING ACTIVITIES
  Conversion of debt to common stock                                         $ 2,800,000   $   500,000
  Issuance of common stock for services at $1.00 per share                         5,000
  Issuance of common stock for services at $2.00 per share                        16,000
</TABLE>


                                      F-3
<PAGE>
                                                              Amnis Systems Inc.

                                      Notes to Consolidated Financial Statements

================================================================================

The  accompanying  unaudited  interim  consolidated financial statements reflect
all  adjustments  that  are,  in the opinion of management, necessary to present
fairly  the  financial  position,  results  of operations, and cash flows of the
Company  for  the  periods  indicated.  All  adjustments  for  the quarter ended
September  30,  2001  were  of  a  recurring nature.  The accompanying unaudited
interim  consolidated financial statements have been prepared in accordance with
the  instructions for Form 10-QSB and, therefore, do not include all information
and  footnotes  necessary for a complete presentation of the financial position,
results  of  operations,  and  cash  flows  for  the Company, in conformity with
accounting  principles  generally  accepted in the United States of America. The
Company  has filed audited financial statements that include all information and
footnotes  necessary  for such a presentation of the financial position, results
of  operations  and  cash flows for the fiscal years ended December 31, 2000 and
1999,  with  the  Securities  and  Exchange  Commission.

It  is  suggested that the accompanying unaudited interim consolidated financial
statements  be  read in conjunction with the aforementioned audited consolidated
financial  statements.  The  unaudited interim consolidated financial statements
contain  all  normal  and  recurring  entries. The results of operations for the
interim  period  ended  September 30, 2001 are not necessarily indicative of the
results  to  be  expected  for  the  full  year.

Note  1     Description  of  Company

Amnis Systems Inc. (the Company, a Delaware consolidated corporation), develops,
manufactures  and  delivers networked streaming video solutions for high quality
video  creation,  management  and  distribution.  The  Company's  network  video
products  are  distributed  worldwide both directly and through leading industry
partners.

Company  products  are  used  in diverse applications such as distance learning,
corporate  training,  video  courier  services,  telemedicine,  surveillance and
visual  collaboration.

The  Company  is  subject to a number of business risks affecting companies at a
similar  stage of development, including competition from companies with greater
resources  and alternative technologies, the ability to obtain financing to fund
future operations, dependence on new product introductions in a rapidly changing
technological  environment,  dependence  on  a  limited  number  of  customers,
dependence  on  key  employees  and the ability to attract and retain additional
qualified  personnel.


                                      F-4
<PAGE>
                                                              Amnis Systems Inc.

                                      Notes to Consolidated Financial Statements
                                                                     (Continued)
================================================================================

Note  1     Description  of  Company  (Continued)

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  The stockholders' equity of the
Company,  after  the  April  16th merger with Optivision, Inc. (Optivision), has
resulted  in  a  substantial  deficit  that is compounded by its working capital
deficit  of  $  7,842,079  at  September  30,  2001  and negative cash flow from
operations. These factors raise substantial doubt about the Company's ability to
continue as a going concern. There is no assurance that the Company will be able
to  achieve  successful operations, obtain sufficient financing or obtain a line
of  credit. The accompanying financial statements do not include any adjustments
that  might  result  from  the  outcome  of  these  uncertainties.

Note  2     Summary  of  Significant  Accounting  Policies

Principles  of  Consolidation

The  financial  statements  include  the  accounts of Amnis Systems Inc. and its
wholly-owned  subsidiary  Optivision, Inc. All significant intercompany accounts
and  transactions  have  been  eliminated  in  consolidation.

Risks  due  to  Concentration  of  Significant  Customers

Historically,  a  substantial  portion  of  our  revenues  has  come  from large
purchases  by  a  small  number  of customers. If we lose one or more of our key
customers  or  experience  a  delay  or cancellation of a significant order or a
decrease  in  the  level  of  purchases  from  any of our key customers, our net
revenues  could  decline and our operating results and business could be harmed.
In  addition,  our  net  revenues  could  decline  and our operating results and
business  could  be harmed if we experience any difficulty in collecting amounts
due  from  one  or  more  of our key customers. During Optivision's fiscal years
ended April 30, 2000 and April 30, 1999, our top two customers accounted for 22%
and  31%  of  our net revenues, respectively. Additionally, as of April 30, 2000
and  April  30,  1999, approximately 33% and 48% of our accounts receivable were
concentrated  with  three  of  our  top customers. During the eight months ended
December  31, 2000, Optivision's top four customers accounted for 44% of our net
revenues  and  during  the  nine  months  that  ended  September  30, 2001, four
customers  accounted  for  50%  of  net  revenues.  As  of  September  30, 2001,
approximately  45% of our accounts receivable were concentrated with five of our
customers.

Inventories

Inventories  are  stated  at  the lower of cost (first-in, first-out) or market.
Provision  has  been made to reduce obsolete inventories to their net realizable
value.  Inventories contain components and assemblies in excess of the Company's
current estimated requirements and these are reserved for at September 30, 2001.
Due  to  competitive  and  market  pressures,  it  is  reasonably  possible that
estimates  could  change  in  the  future. Inventories consist of the following:


                                      F-5
<PAGE>
                                                              Amnis Systems Inc.

                                      Notes to Consolidated Financial Statements
                                                                     (Continued)
================================================================================

Note  2     Summary  of  Significant  Accounting  Policies  (Continued)

Inventories  (continued)

Raw  Materials                                   $     255,173
Work-in-process                                        696,571
--------------------------------------------------------------
                                                       951,744


Reserve  for  inventory  obsolescence
   and  demonstration  inventory
   refurbishing  costs                               (489,053)
--------------------------------------------------------------

                                                $     462,691
==============================================================

Certain  of  the  Company's  products contain components that are supplied by a
limited  number  of  third parties.  While the Company has an inventory of these
components,  any  significant  prolonged  shortage  of  these components, or the
failure  of  these  suppliers  to  maintain  or  enhance  these components could
materially  adversely  affect  the  Company's  results  of  operations.

Note 3     Effects of Business Consolidation

The  Company  was  formed on July 29, 1998. On April 16, 2001 the Company merged
with  Optivision,  Inc.,  an  operating  company, in an exchange of common stock
accounted  for  as  a  pooling  of  interest.

Under  the terms of the merger, each issued and outstanding share of Optivision
common  stock  was  converted  into  the right to receive 0.10 shares of Company
common  stock  rounded  to  the  nearest  whole  share;  each  outstanding  but
unexercised  option to purchase common stock of Optivision was converted into an
option  to  acquire  the  number  of shares of Company common stock equal to the
product  of  0.10  multiplied by the number of shares of Optivision common stock
that  would  have  been  obtained before the merger rounded to the nearest whole
share;  each  outstanding  warrant  to  purchase  common stock of Optivision was
converted into a warrant to acquire the number of shares of Company common stock
equal  to  the product of  0.10 multiplied by the number of shares of Optivision
common  stock  that  would  have been obtained before the merger, rounded to the
nearest  whole  share.  Additional information can be found in the Agreement and
Plan  of  Merger  with  Optivision,  Inc.

Note  4     Stockholders' Notes Payable

Certain  stockholders  loaned  Optivision  funds  beginning in April 1999. These
unsecured  loans  were  all  due in one year and bear interest rates of 10%. The
Company  assumed  the liability of these stockholder notes payable in connection
with  the  merger  described in Note 3. The loans are currently past due and any
unpaid  interest  has  been  accrued.  The carrying value of these notes payable
approximates  their  fair  value.


                                      F-6
<PAGE>
                                                              Amnis Systems Inc.

                                      Notes to Consolidated Financial Statements
                                                                     (Continued)
================================================================================

Note  5     Loss per Share

The  basic  loss  per share was calculated based on a weighted average number of
shares  outstanding of 12,216,267 and 11,556,657 at September 30, 2001 and 2000,
respectively.  The  effect  of  potentially dilutive instruments is not computed
because  it  is  anti-dilutive.

Note 6     Contingencies

On  April  26,  2001,  Thornbury  Estates, Ltd. filed a civil breach of contract
action  for  finder's  fees  and  consulting fees in Superior Court, Santa Clara
County,  California,  against  us  and  Optivision. Thornbury Estates is seeking
monetary  relief  in  the  amount  of approximately $175,000. Optivision filed a
cross-complaint to nullify its contract with the plaintiff. In a recent hearing,
Thornbury  Estates  was  ordered to post a $50,000 bond in order to proceed with
its  complaint. Subsequent to September 30, 2001 a settlement offer was reached.
Under  the  settlement  offer  Amnis is to issue Thronbury Estates an additional
50,000  share  option  with  100%  vesting  on  January  31,  2002.

On  December  1,  2000,  Icon  Networks, Inc., a California corporation, filed a
complaint for breach of contract and warranty and unfair competition in Superior
Court,  Los Angeles County against Optivision seeking compensatory damages to be
proven,  but  in excess of $200,000, punitive damages, and further relief as the
court  may deem proper. We believe that the suit is in retaliation to Optivision
referring  the  debt  owed  to  it, $91,243.45, by Icon Networks to a collection
agency.  The  suit  was settled on September 25, 2001 with $20,000 to be paid by
Optivision's  liability  insurance  carrier  to  Icon and for two Cisco Ethernet
switches,  valued  between  ten  and  twenty  thousand  dollars,  to  be sent to
Optivision.


                                      F-7
<PAGE>
ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
             RESULTS  OF  OPERATIONS

     The  following  discussion  and analysis should be read in conjunction with
our  financial  statements  and  the  related  notes  included elsewhere in this
report.

     This  report  contains  forward-looking  statements  within  the meaning of
Section  27A  of  the Securities Act of 1933, as amended, and Section 21E of the
Securities  Exchange Act of 1934, as amended, with respect to future events, the
outcome of which is subject to certain risks, including the risk related factors
set  forth  below  in  addition  to  the  other  information  set  forth herein.

     The  inclusion  of  forward-looking  statements should not be regarded as a
representation  by us, or any other person, that such forward-looking statements
will  be  achieved.  We  undertake  no duty to update any of the forward-looking
statements,  whether as a result of new information, future events or otherwise.
In  light of the foregoing, readers are cautioned not to place undue reliance on
the  forward-looking  statements  contained  in  this  report.

RESULTS  OF  OPERATIONS

     Revenues  for  the nine months ended September 30, 2001 were $3,436,263, an
increase  of  approximately  43% over revenues of $2,398,508 for the nine months
ended  September  30, 2000.  Revenues for the three month period ended September
30,  2001 were $477,354 a decrease of 28% from the same period in the prior year
reflecting  the  effect  of  the economic slowdown. We have no reason to believe
revenues  will  increase  from  this  level  in the fourth quarter of this year.

     Research and development expenses were $1,665,081 for the nine months ended
September 30, 2001 as compared to $1,182,886 for the nine months ended September
30,  2000.  For  the  three  months ended September 30, 2001 R & D expenses were
$427,344,  16%  less than the same period in the prior year. This decrease is in
line  with  cost  reductions  necessary  as  a  result  of the revenue slowdown.


                                        2
<PAGE>
     Sales  and  marketing expenses for the nine months ended September 30, 2001
were  $2,175,425  as  compared to $1,825,878 for the nine months ended September
30,  2000.  The period-to-period variation is primarily attributable to expenses
incurred  in  connection  with  the  opening of offices in Hong Kong and Munich.
Those  increased  costs  continue  to  be  reflected  for the three months ended
September  30,  2001  with  expenditures of $697,113 compared to $525,843 in the
prior  year.

     General  and administrative costs were $1,380,464 for the nine months ended
September 30, 2001 as compared to $1,312,933 for the nine months ended September
30,  2000  reflecting increased legal costs associated with the merger, law suit
settlements and maintaining public reporting requirements.  For the three months
ended  September  30,  2001  general and administrative costs were $459,001 down
from  $522,461  for  the  same period in the prior year as a result of decreased
expenditures  necessitated  by  the  revenue  slowdown.

     Interest  and  other  expense,  net  was $352,057 for the nine months ended
September  30,  2001 as compared to $162,150 for the nine months ended September
30,  2000.  The  increase  was primarily due to accruing interest on shareholder
loans  and  other  increases  in debt.  For the three months ended September 30,
2001  interest and other expenses were $117,232 compared to $70,463 in the prior
year.

LIQUIDITY  AND  CAPITAL  RESOURCES

     At  September  30, 2001, we had cash and cash equivalents of $8,358, a bank
over draft of $122,508 and have experienced a negative year to date cash flow of
$206,408. We also have continuing operating losses for the quarter of $1,527,208
and  for  the  nine  months ended September 30, 2001 of $3,851,229. We currently
have  no  material  commitments other than those under our capital and operating
lease  arrangements.

     Based  on  the  investment  of  $200,000  and  commitments  for  additional
financing  received  since  September  30, 2001 we will have sufficient funds to
maintain  operations  until early January 2002.  In order to continue operations
beyond  that  point additional funding will be required.  We will, also, require
additional  funding  to  finance  growth  and  achieve our strategic objectives.
Management  is  actively  pursuing  additional  sources of funding.  In addition
management  is  also  looking  to  increases  in cash flows through increases in
revenue  and  cost-cutting  measures.

     As  stated  above  we need additional cash to support our investment in our
business.  If  we  do  not raise additional sufficient funds, we also may not be
able  to  fund  expansion,  take  advantage  of  future  opportunities, meet our
existing  debt  obligations or respond to competitive pressures or unanticipated
requirements.  Financing transactions may include the issuance of equity or debt
securities,  obtaining  credit  facilities,  or  other  financing  mechanisms.
However,  the  trading  price  of  our common stock and the downturn in the U.S.
stock  and  debt markets could make it more difficult for us to obtain financing
through the issuance of equity or debt securities.  Even if we are able to raise
the  funds  required,  it  is  possible that we could incur unexpected costs and
expenses,  fail  to  collect  significant  amounts  owed  to  us,  or experience
unexpected  cash requirements that would force us to seek alternative financing.
Further,  if  we  issue  additional  equity or debt securities, stockholders may
experience  additional  dilution  or  the new equity securities may have rights,
preferences  or  privileges  senior  to  those of existing holders of our common
stock.


                                        3
<PAGE>
          The  risk  factors  described  above  are not the only ones facing our
company  and  they  should  be  read  in conjunction with all other risk factors
disclosed  in  our  previous  reports  filed  with  the  Securities and Exchange
Commission.  Additional  risks  not  presently known to us, or that we currently
deem  immaterial,  may  also  impair  our  business  operations.

                           PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

     On December 1, 2000, Icon Networks, Inc., a California corporation, filed a
complaint for breach of contract and warranty and unfair competition in Superior
Court, Los Angeles County. The suit was settled on September 25, 2001.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)     Exhibits

             None.

     (b)     Reports  on  Form  8-K

          On  July  2, 2001 we filed a Current Report on Form 8-K/A amending our
Current  Report  on  Form  8-K  that  we  filed  on  May  1,  2001.

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.

Date:  November 14, 2001          AMNIS  SYSTEMS  INC.


                                  By:  /s/  Lawrence  L.  Bartlett
                                      ----------------------------
                                      Lawrence  L.  Bartlett
                                      Vice President and Chief Financial Officer


                                        4
<PAGE>