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, 2002

[ ]   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.
        (Exact name of small business issuer as specified in its charter)

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

                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 December 19, 2002:  52,960,868 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-9 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.

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

     Management's discussion and analysis or plan of operation is provided as a
supplement to the accompanying consolidated financial statements and footnotes
to help provide an understanding of our financial condition, changes in
financial condition and results of operations. Accordingly, the following
discussion and analysis should be read in conjunction with our financial
statements and the related notes included elsewhere in this report.

INTRODUCTION

     Amnis Systems Inc., a Delaware corporation, makes hardware and software
products for the creation, management and transmission of high-quality digital
video over computer networks. Our products are distributed worldwide through a
network of value added resellers, or VARs, system integrators and original
equipment manufacturers, or OEMs. Our products are used in diverse applications
such as interactive distance learning, corporate training, video content
distribution, video surveillance and telemedicine.

     On April 16, 2001, we merged with Optivision, Inc., an operating company,
in an exchange of common stock accounted for as an acquisition under the
purchase method of accounting.  As a result of the merger, Optivision became our
wholly owned subsidiary.

     As a result, our year to date September 30, 2002 historical operating
results and financial condition are not comparable to the same periods in 2001.
In order to enhance comparability and make an analysis of the three-month and
nine-month periods ended September 30, 2002 meaningful, the following discussion
of results of operations and changes in financial condition and liquidity is
based upon unaudited pro forma financial information for the nine-month period
ended September 30, 2001 as if the merger had occurred on January 1, 2000. In
order to maintain comparability and enhance clarity, goodwill amortization has
been excluded from the comparison. In addition, the extraordinary item of debt
forgiveness of $1,042,177 in 2002 and the non-cash amortization of discount on
note payable of $445,844 and $3,104,386 for the three and nine months ended
September 30, 2002, respectively, have been excluded from the comparison. The
unaudited pro forma Consolidated Statements of Operations for each period are
inserted at the beginning of "Results of Operations" section as a reference for
that discussion.


                                        2
<PAGE>
     The unaudited pro forma comparisons of the Consolidated Statements of
Operations have been derived from, and should be read in conjunction with, our
historical financial statements, including the notes thereto.  The unaudited pro
forma comparisons of the Consolidated Statements of Operations are presented for
informational purposes only and are not necessarily indicative of our financial
position or results of operations that would have occurred had the merger been
consummated as of the date indicated.  In addition, the unaudited pro forma
comparisons of the Consolidated Statements of Operations are not necessarily
indicative of our future financial condition or operating results.

The Company previously applied incorrectly the guidance in EITF 00-27 in
calculating the discount corresponding to convertible notes payable. Per the
guidance in EITF 00-27, the Company has now first determined the value of
warrants issued in connection with the convertible notes payable, then it
determined the amount of the beneficial conversion feature. The resulting
discount is being amortized over the term varying between one and two years of
the respective convertible notes. The effect of the prior period adjustment is
shown in the attached financial statement in foot note 8.

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

     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, which could cause actual results
to differ from those contained in the forward-looking statements, and which
include those risks set forth herein and those risks identified in our other
filings with the SEC.  Words such as "anticipates," "estimates," "expects,"
"projects," "intends," "plans," "believes" and words and terms of similar
substance used in connection with any discussion of future operating or
financial performance identify such forward-looking statements.

     The SEC encourages companies to disclose forward-looking information so
that investors can better understand a company's future prospects and make
informed investment decisions.  However, 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.  The
forward-looking statements contained in this report are based on management's
present expectations about future events. As with any projection or forecast,
they are inherently susceptible to uncertainty and changes in circumstances, and
we are under no obligation to (and expressly disclaims any such obligation to)
update or alter the forward-looking statements, whether as a result of such
changes, 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.


                                        3
<PAGE>
<TABLE>
<CAPTION>
RESULTS OF OPERATIONS

Third quarter of 2002 compared to third quarter of 2001
   UNAUDITED PRO FORMA COMPARISON OF THE CONSOLIDATED STATEMENT OF OPERATIONS


                                                                  September 30
For the  nine months ended                                    2002            2001
======================================================================================
<S>                                                       <C>            <C>
SALES                                                     $  1,594,938   $  3,436,263

COST OF GOODS SOLD                                           1,344,802      2,066,522
--------------------------------------------------------------------------------------
    Gross margin                                               250,136      1,369,741

OPERATING EXPENSES
  Research and development                                     827,846      1,665,081
  Sales and marketing                                        1,373,646      2,175,425
  General and administrative                                 1,985,763      1,380,464
--------------------------------------------------------------------------------------
                                                             4,187,255      5,220,970
--------------------------------------------------------------------------------------
      Loss from operations                                  (3,937,119)    (3,851,229)

OTHER INCOME (EXPENSE)
  Interest expense, net                                       (292,716)      (395,820)
  Other, net                                                    47,153         43,763
--------------------------------------------------------------------------------------
      Total other (expense)                                   (245,563)      (352,057)
--------------------------------------------------------------------------------------
      Net loss                                            $ (4,182,682)  $ (4,203,286)
======================================================================================

BASIC AND DILUTED LOSS PER COMMON SHARE                         (0.183)        (0.225)
WEIGHTED AVERAGE SHARES OUTSTANDING                         28,819,248     18,641,437

The pro forma net loss reconciles to the financial statement as follows:

  Net loss shown on pro forma                             $ (4,182,682)  $ (4,203,286)
  Amortization of Goodwill purchase accounting                            (17,877,694)
  Financial statement purchase accounting decreased loss                    1,625,261
  Amortization & adjustment convertible note discounts      (3,719,386)
  Gain on debt extinguishment                                1,042,177
  Income taxes                                                  (1,600)            --
                                                          -------------  -------------
  Net loss shown on financial statements                  $ (6,861,491)  $(20,455,719)
</TABLE>

     Revenues for the three months ended September 30, 2002 were $889,658, an
86% increase from the $477,354 recorded for the same period in 2001. Revenues
for the nine months ended September 30, 2002 were $1,594,938, a decrease of
approximately 53% over revenues of $3,436,263 for the nine months ended
September 30, 2001.  Our revenues continue to be impacted by delayed
decision-making late in our sales cycle that postponed several large deals,
nonetheless our revenues grew substantially in the third quarter to $889,658.
Our prior two quarters' sales were $459,209 and $246,071 for the three-month
periods ended June 30 and March 30, 2002, respectively.  Our pipeline of new
business opportunities is still growing and continues to bring us strong
optimism about our long-term future in spite of the tough short-term macro
economic environment. (Historical revenues were $1,704,386 for the nine months
ended September 30, 2001).


                                        4
<PAGE>
     Research and development expenses were $348,017 for the three months ended
September 30, 2002, as compared to $427,344 for the three months ended September
30, 2001. Research and development expenses were $827,846 for the nine months
ended September 30, 2002, as compared to $1,665,081 for the nine months ended
September 30, 2001.  This decrease is in line with cost reductions necessary as
a result of the economic slowdown and our revenue slowdown. We do expect modest
increases in future quarters to support development of the new network digital
video products.  (Historical research and development expenses for the nine
months ended September 30, 2001 are $885,294.)

     Sales and marketing expenses for the three months ended September 30, 2002
were $403,335, a 20% decrease from the second quarter due to a reduction in
trade show activity.  This compares to $697,113 for the three months ended
September 30, 2001.  This decrease from the prior year is in line with cost
reductions necessary as a result of the economic slowdown and our revenue
slowdown.  Sales and marketing expenses for the nine months ended September 30,
2002 were $1,373,646 as compared to $2,175,425 for the nine months ended
September 30, 2001.  Again, this decrease is consistent with cost reductions
necessary as a result of the economic slowdown and our revenue slowdown.
(Historical sales and marketing expenses for the nine months ended September 30,
2001 are $1,306,582).

     General and administrative costs were $616,680 for the three months ended
September 30, 2002, as compared to $459,001 for the three months ended September
30, 2001.  General and administrative costs were $1,985,763 for the nine months
ended September 30, 2002, as compared to $1,380,464 for the nine months ended
September 30, 2001. During the third quarter of 2002 we recorded $5,000 of
non-cash consulting contracts for services covering strategic planning, mergers
and acquisition activity and corporate financing bringing the total for the nine
months to $360,007.  Third quarter cash expenses increased approximately 60%,
compared to the same period in 2001 as a result of increases in legal and audit
expense associated with the restatement of our accounting for the merger in 2001
using the purchase method of accounting instead of the pooling of interest
method of accounting and the preparation of related regulatory filings.
(Historical general and administrative expenses for the nine months ended
September 30, 2001 are $825,392).

     Interest and other expense, net was $511,111 for the three months ended
September 30, 2002.  This includes debt discount amortization of $445,844,
leaving interest and other expenses to be $65,267, which compares to $92,888 for
the three months ended September 30, 2001.  For the nine months ended September
30, 2002 Interest and other expense, net was $3,964,949 less debt discount
amortization and adjustments of $3,719,386, leaving interest and other expenses
of $245,563, as compared to $234,826 for the nine months ended September 30,
2001.  (Historical interest and other expense, net for the nine months ended
September 30, 2001 are $198,079).

LIQUIDITY AND CAPITAL RESOURCES


                                        5
<PAGE>
     At September 30, 2002, we had cash and cash equivalents of $39,549 compared
to $44,593 at June 30, 2002. During the three months ended September 30, 2002,
our negative working capital position worsened by approximately $0.5 million
primarily due to not receiving additional funding during the quarter. The
working capital item of convertible note discount contributed $445,884, a non
cash item offset the increases in liabilities from deferred salaries, deferred
legal and accounting fees, increased debt to the bank, increase in unpaid rent
and inventory and prepaid expense decreases. Even though revenue was nearly
double the prior quarters it was not sufficient to cover our negative cash
requirements and resulted in the need to finance working capital by the changes
noted above.

     We are negotiating the renewal of the lease of our facility located in Palo
Alto, California, and a settlement plan for the payment of approximately
$386,000 in rent incurred in the third quarter of 2002 that we owe to our
landlord plus additional rents in the amount of $222,200 to be incurred through
the termination of the lease on December 15, 2002.  These additional unpaid
rents are due to the departure of our sublessee.

     In December 2001, pursuant to a financing agreement between Bristol
Investment Fund, Ltd. and us for a total of $1,000,000 of convertible debentures
and up to $1,385,000 of investment options and warrants, we received a first
tranche of financing through the issuance of a 12% $500,000 convertible
debenture due December 28, 2003. Bristol Investment Fund, Ltd. is committed to
provide us with the second tranche of financing in the amount of $500,000
through the issuance of a convertible debenture within ten business days after
the effective date of a registration statement covering the resale of the shares
issuable upon conversion of the debentures and exercise of the related warrants
and investment options. Receipt of this additional convertible debenture
financing and financing through the exercise of the related investment options
and warrants will be critical for us to continue operations through 2002 and
beyond.

     We are in the process of registering for resale with the Securities and
Exchange Commission (i) the shares of common stock underlying the December 2001
private placement for a total of $1,000,000 of 12% convertible debentures due
December 28, 2003, and up to $1,385,000 of related investment options and
warrants, (ii) the shares of common stock that we issued pursuant to a February
2002 private placement, as amended in June 2002, for up to $1,800,000 in units
of common stock and warrants, and the shares of common stock underlying such
warrants; and (iii) the shares of common stock underlying $450,000 of 12%
convertible notes due June 18, 2004 that we issued in a private placement in
June 2002, and the related warrants. Because of our failure to timely register
the common stock for resale with the Securities and Exchange Commission, as of
November 13, 2002, we have accrued penalties that are due our investors of
approximately $87,333. As of November 13, 2002, we have also accrued interest of
approximately $52,603. We cannot be certain as to how long it will take to
obtain an effective registration for resale with the Securities and Exchange
Commission or whether such approval will ever be obtained. We are currently
engaged in negotiations with our investors relating to our obligations under the
financings. If we are unable to successfully renegotiate the existing terms, we
will attempt to cure any defaults as soon as practicable. We are also continuing
to aggressively pursue other financing opportunities and alternative financing
arrangements.


                                        6
<PAGE>
     During the three months ended September 30, 2002 we issued pursuant to our
2002 stock plan options to purchase 344,000 shares of our common stock having a
market value of $29,400 as compensation to our employees and options to purchase
850,000 shares of our common stock having a market value of $72,000 to
consultants for consulting services. Year-to-date we issued 2,471,142 shares of
our common stock having a market value of $1,266,749 as compensation to our
employees and options to purchase 2,140,805 shares of our common stock having a
market value of $695,732 to consultants for consulting services. Subsequent to
September 30, 2002 we issued options to purchase 1,166,184 shares of our common
stock having a market value of $60,210 and options to purchase totaling
1,987,500 shares of our common stock having a market value of $92,500 to
consultants for consulting services.

     We had continuing operating losses of $3,307,829, excluding goodwill
amortization of $17,877,694 for the year ended December 31, 2001.  Operating
losses were $1,378,669 for the first quarter of 2002, $1,496,297 for the second
quarter 2002 and $1,062,153 for the third quarter of 2002.  Although we
currently expect to break even in 2004, we expect to incur operating losses over
the next year and a half of between $2.5 million and $3 million in total. So, in
order to sustain our operations, finance our growth and achieve our strategic
objectives until then, we currently estimate that we will need additional
funding of between $2.5 million and $3 million in total.  Management has
implemented measures to increase cash flows through increases in revenue and
cost-cutting measures and is actively pursuing additional sources of funding.
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.  If additional financing is not
available or is not available on acceptable terms, we will have to curtail our
operations.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

This Management's Discussion and Analysis of Financial Condition and Results of
Operations discusses our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. On an on-going
basis, management evaluates its estimates and judgments, including those related
to revenue recognition, intangible assets, financing operations, and
contingencies and litigation. Management bases its estimates and judgments on
historical experience and on various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. The most significant
accounting estimates inherent in the preparation of our financial statements


                                        7
<PAGE>
include estimates as to the appropriate carrying value of certain assets and
liabilities which are not readily apparent from other sources, primarily
allowance for doubtful accounts and the recognition and classification of net
operating loss carry forwards between current and long-term assets. These
accounting policies are described in the notes to the consolidated financial
statements included in our Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2001 and in the notes to the consolidated financial
statements included with this Form 10-QSB.




ITEM 3.   CONTROLS AND PROCEDURES

     Based on their evaluation, as of a date within 90 days of the filing date
of this Form 10-QSB, our Chief Executive Officer and Chief Financial Officer
have concluded that our disclosure controls and procedures (as defined in Rule
13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended)
are effective. There have been no significant changes in internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.


                                        8
<PAGE>
                           PART II - OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

     From time to time, we are a party to litigation or other legal proceedings
that we consider to be a part of the ordinary course of our business. We are not
involved currently in legal proceedings that could reasonably be expected to
have a material adverse effect on our business, prospects, financial condition
or results of operations. We may become involved in material legal proceedings
in the future.




ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)    EXHIBITS

     99.1   Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
            2002.

     99.2   Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
            2002.

     (b)    REPORTS ON FORM 8-K

     On November 6 we filed a report on Form 8-K under Item 4, Change in
     Registrants Certifying Accountant.


                                       9
<PAGE>
                                   SIGNATURES

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


Date:  December 19 2002              AMNIS SYSTEMS INC.

                                     By:   /s/ Michael A. Liccardo
                                        -----------------------------------
                                        Michael A. Liccardo
                                        President, Chief Executive Officer
                                        and Chairman of the Board
                                     By:  /s/ Lawrence L. Bartlett
                                        -----------------------------------
                                        Lawrence L. Bartlett
                                        Vice President, Secretary and Chief
                                        Financial Officer


                                       10
<PAGE>
                                 CERTIFICATIONS

I, Michael A. Liccardo, Chairman of the Board, President and Chief Executive
Officer, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Amnis Systems Inc.;

2.   Based on my knowledge, this quarterly 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 quarterly report;

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

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

          a)   designed such disclosure controls and procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;

          b)   evaluated the effectiveness of the registrant's disclosure
     controls and procedures as of a date within 90 days prior to the filing
     date of this quarterly report (the "Evaluation Date"); and

          c)   presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

          a)   all significant deficiencies in the design or operation of
     internal controls which could adversely affect the registrant's ability to
     record, process, summarize and report financial data and have identified
     for the registrant's auditors any material weaknesses in internal controls;
     and


                                       12
<PAGE>
          b)   any fraud, whether or not material, that involves management or
     other employees who have a significant role in the registrant's internal
     controls; and

6.   The registrant's other certifying officer and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


     December 19, 2002


     /s/ Michael A. Liccardo
     -------------------------------
     Michael A. Liccardo
     Principal Executive Officer


                                       13
<PAGE>
I, Lawrence L. Bartlett, Vice President, Secretary and Chief Financial Officer,
certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Amnis Systems Inc.;

2.   Based on my knowledge, this quarterly 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 quarterly report;

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

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

          a)   designed such disclosure controls and procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;

          b)   evaluated the effectiveness of the registrant's disclosure
     controls and procedures as of a date within 90 days prior to the filing
     date of this quarterly report (the "Evaluation Date"); and

          c)   presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

          a)   all significant deficiencies in the design or operation of
     internal controls which could adversely affect the registrant's ability to
     record, process, summarize and report financial data and have identified
     for the registrant's auditors any material weaknesses in internal controls;
     and

          b)   any fraud, whether or not material, that involves management or
     other employees who have a significant role in the registrant's internal
     controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


     December 19, 2002


     /s/ Lawrence L. Bartlett
     ----------------------------
     Lawrence L. Bartlett
     Principal Financial Officer



                                       14
<PAGE>
                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

<S>                                                                      <C>
  Consolidated Balance Sheet (unaudited)
as of September 30, 2002. . . . . . . . . . . . . . . . . . . . . . . . .   F-1
  Consolidated Statement of Operations (unaudited)
for the three and nine-month periods ended September 30, 2002 and 2001. .   F-2
  Consolidated Statement of Cash Flows (unaudited)
for the nine-month periods ended September 30, 2002 and 2001. . . . . . .   F-3
  Notes to Consolidated Financial Statements (unaudited). . . . . . . . .   F-4 to F-9
</TABLE>




                                       15
<PAGE>
<TABLE>
<CAPTION>
                                                                                    AMNIS SYSTEMS INC.

                                                                            CONSOLIDATED BALANCE SHEET
                                                                                            (UNAUDTED)
                                                                                    SEPTEMBER 30, 2002
======================================================================================================

------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>
ASSETS

CURRENT ASSETS:
  Cash                                                                                   $     39,549
  Accounts receivable, net of allowance for doubtful accounts of $223,220 and $236,000
    for September 30 and June 30, 2002, respectively                                          395,203
  Inventories                                                                                 523,564
  Prepaid expenses and other                                                                   97,012
------------------------------------------------------------------------------------------------------

      Total current assets                                                                  1,055,328
------------------------------------------------------------------------------------------------------

PROPERTY AND EQUIPMENT
  Machinery and equipment                                                                   1,899,335
  Demonstration equipment                                                                     456,752
  Furniture and fixtures                                                                      496,433
  Leasehold improvements                                                                      351,111
------------------------------------------------------------------------------------------------------
                                                                                            3,203,631
  Less:  Accumulated depreciation and amortization                                         (3,079,371)
------------------------------------------------------------------------------------------------------

      Property and equipment, net                                                             124,260
------------------------------------------------------------------------------------------------------

                                                                                         $  1,179,588
======================================================================================================

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES:
  Bank Overdraft                                                                         $     11,393
  Financing obligations collateralized by accounts receivable                               1,005,374
  Stockholders' notes payable                                                                 105,000
  Accounts payable - other                                                                    933,323
  Accrued salaries                                                                            315,045
  Accrued vacation                                                                            208,768
  Accrued interest payable                                                                    105,618
  Convertible notes payable                                                                 1,612,763
  Discount on convertible note payable                                                     (1,340,636)
  Deferred rent                                                                                23,672
  Deferred revenue                                                                             98,981
  Other accrued expenses                                                                      430,670
------------------------------------------------------------------------------------------------------

      Total current liabilities                                                             3,509,971

LONG-TERM LIABILITIES:
  Convertible note payable                                                                    950,000
  Discount on convertible note payable                                                       (621,250)
------------------------------------------------------------------------------------------------------

      Total liabilities                                                                     3,838,721
------------------------------------------------------------------------------------------------------

STOCKHOLDERS' (DEFICIT):
  Preferred stock, 20,000,000 authorized: none outstanding
  Common stock, $0.0001 par value:
    Authorized - 400,000,000 shares
    Issued and outstanding - 49,307,186                                                         4,931
  Additional paid-in capital                                                               25,995,084
  Accumulated deficit                                                                     (28,659,148)
------------------------------------------------------------------------------------------------------

      Total stockholders' deficit                                                          (2,659,133)
------------------------------------------------------------------------------------------------------

      Total liabilities and stockholder's deficit                                        $  1,179,588
======================================================================================================
</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          2002                2001              2002             2001
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                 <C>                  <C>           <C>
SALES                                                  $         889,658   $          477,354   $ 1,594,938   $        1,704,386

COST OF GOODS SOLD                                               583,779              421,104     1,344,802            1,067,064
---------------------------------------------------------------------------------------------------------------------------------

    Gross margin                                                 305,879               56,250       250,136              637,322

OPERATING EXPENSES
  Research and development                                       348,017              427,344       827,846              885,294
  Sales and marketing                                            403,335              697,113     1,373,646            1,306,582
  General and administrative                                     616,680              459,001     1,985,763              825,392
  Goodwill amortization                                                -           17,132,790             -           17,877,694
---------------------------------------------------------------------------------------------------------------------------------

     Total operating exenses                                   1,368,032           18,716,248     4,187,255           20,894,962
---------------------------------------------------------------------------------------------------------------------------------

      Loss from operations                                    (1,062,153)         (18,659,998)   (3,937,119)         (20,257,640)

OTHER INCOME (EXPENSE)
  Interest expense, net                                         (516,151)            (124,857)   (4,012,102)            (200,637)
  Other, net                                                       5,040                7,625        47,153                2,558
---------------------------------------------------------------------------------------------------------------------------------

      Total other income (expense)                              (511,111)            (117,232)   (3,964,949)            (198,079)
---------------------------------------------------------------------------------------------------------------------------------

Net loss before taxes and extraordinary item           $      (1,573,264)  $      (18,777,230)  $(7,902,068)  $      (20,455,719)
---------------------------------------------------------------------------------------------------------------------------------

  Income Tax                                                           -                    -        (1,600)                   -
---------------------------------------------------------------------------------------------------------------------------------
Loss before extraordinary item                         $      (1,573,264)  $      (18,777,230)  $(7,903,668)  $      (20,455,719)
---------------------------------------------------------------------------------------------------------------------------------

  Net extraordinary item-gain on debt extinguishment                   -                    -     1,042,177                    -
---------------------------------------------------------------------------------------------------------------------------------

NET LOSS                                               $      (1,573,264)  $      (18,777,230)  $(6,861,491)  $      (20,455,719)
---------------------------------------------------------------------------------------------------------------------------------

BASIC AND DILUTIVE LOSS PER COMMON SHARE -
  BEFORE EXTRAORDINARY ITEM                            $          (0.033)  $           (1.537)  $    (0.274)  $           (1.674)

BASIC AND DILUTIVE LOSS PER COMMON SHARE ON
  EXTRAORDINARY ITEM - GAIN ON DEBT FORGIVENESS        $               -   $                -   $     0.036   $                -
=================================================================================================================================

BASIC AND DILUTIVE LOSS PER COMMON SHARE               $          (0.033)  $           (1.537)  $    (0.238)  $           (1.674)
=================================================================================================================================

WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC & DILUTED         48,392,114           10,580,388    28,819,248           18,641,437
=================================================================================================================================
</TABLE>


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

                                                                    CONSOLIDATED STATEMENT OF CASH FLOWS
                                                                                             (UNAUDITED)
========================================================================================================
                                                                                    September 30
                                                                             ---------------------------
For the nine months ended                                                        2002          2001
--------------------------------------------------------------------------------------------------------
<S>                                                                          <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                   $(6,861,491)  $(20,455,719)
  Adjustments to reconcile net loss to
    net cash used in operating activities:
    Common stock issued for services                                             434,922         21,000
    Interest expense exchanged for common stock                                   25,890              0
    Interest expense exchanged for debt                                          458,385              0
    Employee salaries exchanged for stock options                              1,266,749              0
    Depreciation and amortization                                                 45,423     17,972,940
    Amortization of discount on note payable                                   3,104,386              0
    Loss on disposal of property and equipment                                     1,627           (161)
    Loss on extinguishment of debt                                                73,610              0
    Gain on extinguishment of debt                                            (1,115,787)             0
    Provision for allowance for doubtful accounts                                 51,595              0
    Provision for excess and obsolete inventories                                129,267        105,827
  Decrease in accounts receivable                                                (75,281)       510,384
  (Increase) Decrease in inventories                                             (28,775)       445,384
  (Increase) decrease in prepaid expenses and other assets                        70,797        (25,762)
  (Decrease) in accounts payable moratorium                                     (445,713)             0
  Increase in accounts payable                                                       457         31,454
  (Decrease) in accrued salaries                                                (451,241)       215,609
  Increase (decrease) in accrued vacation                                        (66,065)        51,232
  Increase (decrease) in accrued interest payable                               (275,486)       109,156
  Increase (decrease) in deferred rent                                           (85,220)             0
  (Decrease) in deferred revenue                                                  39,886        (10,274)
  Increase (decrease) in other accrued expense                                   128,437       (723,341)
  (Decrease) in sublease deposits                                                (72,800)        (3,430)
--------------------------------------------------------------------------------------------------------

      Net cash used in operating activities                                   (3,646,428)    (1,755,701)
--------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Cash acquired from business combination                                              0         11,720
  Purchases of property and equipment                                            (19,518)       (12,540)
--------------------------------------------------------------------------------------------------------

      Net cash used in investing activities                                      (19,518)          (820)
--------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Borrowings from stockholders                                                         0        987,178
  Proceeds from financing obligations collateralized by accounts receivable    1,364,540              0
  Payments on financing obligations collateralized by accounts receivable     (1,388,448)      (222,299)
  Proceeds from issuance of common stock                                       2,901,999      1,000,000
  Costs incurred to secure capital                                              (182,456)             0
  Proceeds from notes receivable                                                 500,000              0
  Proceeds from issuance of convertible notes payable                            450,000              0
  Increase in Bank Overdraft                                                      11,393              0
--------------------------------------------------------------------------------------------------------

      Net cash provided by financing activities                                3,657,028      1,764,879
--------------------------------------------------------------------------------------------------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                              (8,918)         8,358

CASH AND CASH EQUIVALENTS, beginning of year                                      48,467
--------------------------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS, end of period                                     $    39,549   $      8,358
--------------------------------------------------------------------------------------------------------


NON CASH INVESTING AND FINANCING ACTIVITIES:
  Common stock exchanged for acquisition of Optivision, Inc common stock     $         0   $ 12,221,884
  Common stock issued for services                                               434,922         21,000
  Accrued salaries exchanged for common stock                                  1,266,749              0
  Debt and accrued interest exchanged for common stock                           275,890              0
  Convertible note payable exchanged for common stock                          2,050,000              0
  Note payable and interest in exchange for convertible note payable           3,547,920              0
  Convertible note payable exchanged for convertible note payable              1,612,763              0
  Discount on convertible note payable                                         1,340,636              0
  Cancellation of shares of common stock                                               0          1,974
--------------------------------------------------------------------------------------------------------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid for income taxes                                                 $     2,400   $          0
  Cash paid for interest                                                     $   224,175   $    102,811
--------------------------------------------------------------------------------------------------------
</TABLE>


                                      F-3
<PAGE>
                                                              AMNIS SYSTEMS INC.

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (UNAUDITED)

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

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 third quarter ended September 30,
2002 were of a recurring nature except for the prior period adjustment (see Note
8).  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. However, the company believes that the disclosures
are  adequate  to make the information presented not misleading. 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, 2001 and 2000,
with  the  Securities  and Exchange Commission. The Company is in the process of
filing  an  amended  10-KSB  for  the  year ended December 31, 2001, and amended
10-QSB  for  both  March 31, 2002 and June 30, 2002. The amendments are due to a
restatement  issue  (see  Note  8).

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, 2002 are not necessarily indicative of the
results  to  be  expected  for  the  full  year.

NOTE 1 -  DESCRIPTION  OF  COMPANY:

          Amnis  Systems  Inc.,  a  Delaware  corporation,  and its wholly owned
          subsidiary,  Optivision,  Inc. ("Company" combined) makes hardware and
          software  products  for  the  creation, management and transmission of
          compressed  high-quality  digital  video  over  broadband  computer
          networks.  Our network video products are distributed primarily in the
          United  States of America, Europe, and Pacific Rim countries through a
          network  of  value  added  resellers,  or VARs, system integrators and
          original  equipment  manufacturers,  or OEMs. Our products are used in
          diverse  applications  such  as distance learning, corporate training,
          video  courier  services,  surveillance,  telemedicine  and  visual
          collaboration.  We  consider  our  operations  to  be  one segment for
          reporting  purposes.

NOTE 2 -  GOING  CONCERN:

          We  are 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

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

     The  accompanying  consolidated  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, 2001 business
     combination  with Optivision, has resulted in a substantial deficit that is
     compounded  by  its  current  liabilities  exceeding  its current assets by
     $2,454,643  at  September  30,  2002  and negative cash flow from operating
     activities  of  $3,646,428  for  the  nine months ended September 30, 2002.
     These  factors  raise  substantial  doubt  about  the  Company's ability to
     continue as a going concern. Management's plans to reverse the recent trend
     of  losses  are  to  increase  revenues and gross margins while controlling
     costs.  Continued  existence  of  the company is dependent on the company's
     ability  to  obtain  adequate  funding  and eventually establish profitable
     operations.  The  company  intends  to obtain additional equity and/or debt
     financing.  There  remains  significant  uncertainty,  however  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 3 -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES:

          a.   Principles  of  Consolidation
               -----------------------------

               The  financial  statements  include the accounts of Amnis Systems
               Inc.  and  its  wholly owned subsidiary Optivision, Inc. from the
               date of acquisition, April 16, 2001. All significant intercompany
               accounts  and transactions have been eliminated in consolidation.

          b.   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  2001, our top four customers accounted for 52% of our net
               revenues.  Additionally,  as  of December 31, 2001, approximately
               44%  of  our  accounts  receivable  were  concentrated  with five
               customers.  During  the nine months ended September 30, 2002, our
               top  five  customers  accounted  for  46%  of  our  net revenues.

               As  of  September  30,  2002,  approximately  92% of our accounts
               receivable  were  concentrated  with  seven  of  our  customers.

          c.   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, 2002.
               Due  to  competitive  and  market  pressures,  it  is  reasonably
               possible  that  additional  provisions  could  be required in the
               future.


                                      F-5
<PAGE>
                                                              AMNIS SYSTEMS INC.

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
          Inventories consist of the following at September 30, 2002:
<S>                                                                    <C>
          Raw Materials                                                $ 256,035
          Work-in-process                                                345,465
          Demonstration Inventory                                        132,064
          -----------------------------------------------------------------------
                                                                         733,564
          Reserve for inventory obsolescence and
            demonstration inventory refurbishing costs                  (210,000)
          -----------------------------------------------------------------------

                                                                       $ 523,564
          =======================================================================
</TABLE>

          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.

          d.   New pronouncements
               ------------------

          In  April 2002, the FASB issued Statement No. 145, "Rescission of FASB
          Statements  No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
          Technical  Corrections." This Statement rescinds FASB Statement No. 4,
          "Reporting  Gains  and  Losses  from  Extinguishment  of Debt", and an
          amendment  of  that Statement, FASB Statement No. 64, "Extinguishments
          of  Debt Made to Satisfy Sinking-Fund Requirements" and FASB Statement
          No.  44,  "Accounting  for  Intangible Assets of Motor Carriers". This
          Statement  amends  FASB  Statement No. 13, "Accounting for Leases", to
          eliminate  an  inconsistency  between  the  required  accounting  for
          sale-leaseback  transactions  and  the required accounting for certain
          lease  modifications  that  have  economic effects that are similar to
          sale-leaseback  transactions. The Company does not expect the adoption
          to  have  a  material  impact  to  the Company's financial position or
          results  of  operations.

          In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
          Associated with Exit or Disposal Activities." This Statement addresses
          financial  accounting  and reporting for costs associated with exit or
          disposal  activities  and  nullifies Emerging Issues Task Force (EITF)
          Issue  No.  94-3,  "Liability  Recognition  for  Certain  Employee
          Termination  Benefits  and  Other Costs to Exit an Activity (including
          Certain  Costs  Incurred  in a Restructuring)." The provisions of this
          Statement  are  effective  for  exit  or  disposal activities that are
          initiated  after December 31, 2002, with early application encouraged.
          The  Company does not expect the adoption to have a material impact to
          the  Company's  financial  position  or  results  of  operations.

NOTE 4 -  EXTRAORDINARY GAIN:

          On January 30, 2002, we successfully negotiated a work-out agreement
          plan with the creditors of Optivision Inc., under which the Company


                                      F-6
<PAGE>
                                                              AMNIS SYSTEMS INC.

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

          will  pay  the creditors of Optivision Inc. $0.35 for every $1.00 owed
          on debt listed on the balance sheet as Accounts Payable-moratorium. In
          accordance with the workout agreement, the debt was settled in full in
          June 2002 and an extraordinary gain of $1,042,177 was recorded for the
          portion  of  the  debt  forgiven.

NOTE 5 -  LOSS PER SHARE:

          The  basic loss per share for the nine months ended September 30, 2002
          and  2001  was calculated based on a weighted average number of shares
          outstanding of 28,819,248 and 18,641,437, respectively. The basic loss
          per  share  for the three months ended September 30, 2002 and 2001 was
          calculated based on a weighted average number of shares outstanding of
          48,392,114  and 10,580,388, respectively. Since we have a loss for all
          periods presented, net loss per share on a diluted basis is equivalent
          to  basic  net  loss  per share because the effect of converting stock
          options, warrants, convertible debt and other common stock equivalents
          would  be  anti-dilutive.

NOTE 6    SHARES ISSUED FOR COMPENSATION:

          During  the three months ended September 30, 2002, the Company issued,
          pursuant to our 2002 stock plan, options to purchase 344,000 shares of
          our  common  stock having a market value of $29,400 as compensation to
          our  employees,  and  options to purchase 850,000 shares of our common
          stock  having  a market value of $72,000 to consultants for consulting
          services.  Year-to-date we issued 2,471,142 shares of our common stock
          having  a  market value of $1,266,749 as compensation to our employees
          and  options to purchase 2,140,805 shares of our common stock having a
          market value of $695,732  to  consultants  for consulting services.

NOTE 7    SUBSEQUENT  EVENTS:

          As of the end of October, the Company has been unable to pay its lease
          obligations,  due  to the departure of its sublessee, which now totals
          $386,711.  The  landlord  has  agreed  to  meet  with  the  Company to
          negotiate  lease  renewal  and  settlement  of  past  due amounts. The
          appropriate  amount  thru  September  30, 2002 has been accrued by the
          Company.

          Subsequent  to  September  30,  2002  we  issued  options  to purchase
          1,166,184  shares of our common stock having a market value of $60,210
          and  options to purchase totaling 2,287,500 shares of our common stock
          having  a  market  value  of  $100,900  to  consultants for consulting
          services.

NOTE 8 -  PRIOR PERIOD ADJUSTMENT:

          The  Company previously applied incorrectly the guidance in EITF 00-27
          in  calculating  the  discount  corresponding  to  convertible  notes
          payable.  Per  the  guidance  in EITF 00-27, the Company has now first
          determined  the  value  of  warrants  issued  in  connection  with the
          convertible  notes  payable,  then  it  determined  the  amount of the
          beneficial  conversion  feature.  The  resulting  discount  is  being
          amortized  over  the  term  varying  between  one and two years of the
          respective  convertible  notes. The following information is presented
          to  indicate what the effect of the prior period adjustment is for the
          following  affected  periods:


                                      F-7
<PAGE>
                                                              AMNIS SYSTEMS INC.

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (UNAUDITED)

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

<TABLE>
<CAPTION>
                                                     RETAINED        EARNINGS PER SHARE
         PERIOD                   NET LOSS           EARNINGS         BASIC & DILUTED
------------------------------  -------------  --------------------  -----------------
<S>                             <C>            <C>                   <C>
Year Ended December 31, 2001,
     as previously stated       $(21,684,606)  $       (21,797,659)  $          (1.43)

     Prior Period Adjustment    $          -   $                 -   $              -
                                ------------------------------------------------------
         Restated               $(21,684,606)  $       (21,797,659)  $          (1.43)
                                ======================================================

3 months ended March 31, 2002,
     as previously stated       $ (2,107,643)  $       (23,905,302)  $          (0.12)

     Prior Period Adjustment    $   (847,631)  $          (847,631)             (0.05)
                                ------------------------------------------------------
         Restated               $ (2,955,274)  $       (24,752,933)  $          (0.17)
                                ======================================================

3 months ended June 30, 2002,
     as previously stated       $ (1,087,881)  $       (24,993,183)  $          (0.04)

     Prior Period Adjustment    $ (1,245,071)  $        (1,245,071)             (0.04)
                                ------------------------------------------------------
         Restated               $ (2,332,952)  $       (26,238,254)  $          (0.08)
                                ======================================================
</TABLE>


                                      F-8
<PAGE>