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: March 31,
                                      2003

        [ ] 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         (I.R.S. Employer Identification No.)
 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 CORPORATE ISSUERS

The number of shares outstanding of each of the issuer's classes of common
equity as of May 22, 2003: 107,451,652 shares of Common Stock.

Transitional Small Business Disclosure Format (check one): [  ]  Yes    [X]  No
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.         FINANCIAL STATEMENTS

         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.



                          INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

<S>     <C>                                                                                <C>
         Consolidated Balance Sheet (unaudited) as of March 31, 2003.........................1

         Consolidated Statement of Operations (unaudited) for the three months
                  ended March 31, 2003 and 2002           ...................................2

         Consolidated Statement of Cash Flows (unaudited) for the three months
                  ended March 31, 2003 and 2002..............................................3

         Notes to Consolidated Financial Statements (unaudited)..............................4-9

</TABLE>
                                        1
<PAGE>
<TABLE>
<CAPTION>
                                                                       Amnis Systems Inc. and Subsidiary

                                                                              Consolidated Balance Sheet
                                                                                          March 31, 2003
---------------------------------------------------------------------------------------------------------

Assets

Current Assets:
<S>                                                                                          <C>
     Cash and cash equivalents ...........................................................   $     31,312
     Accounts receivable, net of allowance for doubtful accounts of $ 103,000 ............        237,650
     Inventories, net of reserve of $250,259 .............................................        484,684
     Prepaid expenses and other current assets ...........................................        116,317
---------------------------------------------------------------------------------------------------------

          Total current assets ...........................................................        869,963
---------------------------------------------------------------------------------------------------------

Property and Equipment
     Machinery and equipment .............................................................      1,879,786
     Demonstration equipment .............................................................        456,752
     Furniture and fixtures ..............................................................        496,433
     Leasehold improvements ..............................................................        351,112
---------------------------------------------------------------------------------------------------------

                                                                                                3,184,083
     Less:  Accumulated depreciation and amortization ....................................     (3,090,788)
---------------------------------------------------------------------------------------------------------

          Property and equipment, net ....................................................         93,295
---------------------------------------------------------------------------------------------------------
Deposits .................................................................................         10,740
---------------------------------------------------------------------------------------------------------
                                                                                             $    973,998
---------------------------------------------------------------------------------------------------------
Liabilities and Stockholders' Deficit

Current Liabilities:
     Financing obligations collateralized by accounts receivable .........................   $    727,925
     Stockholders' notes payable .........................................................        105,000
     Accounts payable ....................................................................      2,202,999
     Accrued salaries ....................................................................      1,010,364
     Accrued vacation ....................................................................        220,403
     Accrued interest payable ............................................................        263,412
     Convertible notes payable, current portion (net of discount of $186,301) ............      1,314,462
     Deferred revenue ....................................................................        174,216
     Accrued warrant liability ...........................................................         42,707
     Other accrued expenses ..............................................................      1,885,691
---------------------------------------------------------------------------------------------------------

          Total current liabilities ......................................................      7,947,179

Long-Term Liabilities:
     Convertible note payable, long-term portion (net of discount of 243,502) ............        156,498
---------------------------------------------------------------------------------------------------------
          Total liabilities ..............................................................      8,103,677
---------------------------------------------------------------------------------------------------------
Stockholders' Deficit:
     Preferred stock, $0.0001 par value; 20,000,000 authorized: none issued or outstanding           --
     Common stock, $0.0001 par value:
       Authorized - 400,000,000 shares
       Issued and outstanding - 89,708,797  shares .......................................          8,970
     Additional paid-in capital ..........................................................     22,786,362
     Accumulated deficit .................................................................    (29,925,011)
---------------------------------------------------------------------------------------------------------
          Total stockholders' deficit ....................................................     (7,129,679)
---------------------------------------------------------------------------------------------------------
          Total liabilities and stockholder's deficit ....................................   $    973,998
---------------------------------------------------------------------------------------------------------

</TABLE>
                                        2

     The accompanying notes are an integral part of these consolidated financial
statements
<PAGE>
<TABLE>
<CAPTION>
                                                                     Amnis Systems Inc. and Subsidiary

                                                                 Consolidated Statements of Operations


                                                                                 March 31
                                                                                 --------

For the three months ended                                                2003                2002
------------------------------------------------------------------------------------------------------

<S>                                                            <C>                <C>
Sales                                                          $         432,385  $          246,071

Cost of Goods Sold                                                       328,200             287,496
------------------------------------------------------------------------------------------------------

      Gross profit/(loss)                                                104,185             (41,425)
------------------------------------------------------------------------------------------------------

Operating Expenses
     Research and development                                            592,102             175,359
     Sales and marketing                                                 302,537             440,572
     General and administrative                                          139,356             737,185
------------------------------------------------------------------------------------------------------


            Total operating exenses                                    1,033,995           1,353,116
------------------------------------------------------------------------------------------------------

            Loss from operations                                        (929,810)         (1,394,541)

Other Income (Expense)
     Interest expense, net                                               (53,329)           (108,366)
     Amortization of discount on convertible notes payable              (209,344)           (802,443)
     Financing costs                                                    (126,109)            (10,000)
     Change in fair value of detachable warrants                           4,369              81,313
     Other, net                                                               41              42,083
------------------------------------------------------------------------------------------------------
             Total other income (expense)                               (384,372)           (797,413)
------------------------------------------------------------------------------------------------------

Net loss before taxes                                                 (1,314,182)         (2,191,954)
------------------------------------------------------------------------------------------------------


     Income Tax                                                                -                   -
------------------------------------------------------------------------------------------------------


Net loss                                                       $      (1,314,182) $       (2,191,954)
------------------------------------------------------------------------------------------------------


Basic and Diluted Loss per Common Share                        $           (0.02) $            (0.14)
------------------------------------------------------------------------------------------------------


Weighted average shares outstanding - basic & diluted                 69,356,111          15,397,149
------------------------------------------------------------------------------------------------------
</TABLE>

                                        3

     The accompanying notes are an integral part of these consolidated financial
statements

<PAGE>
<TABLE>
<CAPTION>
                                                                                               Amnis Systems Inc. and Subsidiary

                                                                                 Consolidated Statement of Stockholders' Deficit

------------------------------------------------------------------------------------------------------------------------------------



                                                                              Additional                              Total
                                                     Common Stock              Paid-In       Accumulated         Stockholders'
                                                      Shares        Amount     Capital         Deficit              Deficit

<S>                                                 <C>            <C>      <C>              <C>                   <C>
Balance, December 31, 2002                           66,294,203  $   6,629   $22,459,213   $  (28,610,829)      $   (6,144,987)

      Issuance of common stock for conversion of
      notes payable and related accrued interest     19,196,857      1,920       188,033                               189,953

      Issuance of common stock for services           3,684,980        368       109,571                               109,939

      Issuance of common stock for compensation         532,757         53        29,545                                29,598

      Net loss                                                                                 (1,314,182)          (1,314,182)
------------------------------------------------------------------------------------------------------------------------------------


Balance, March 31, 2003                              89,708,797      8,970    22,786,362      (29,925,011)          (7,129,679)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                        4

     The accompanying notes are an integral part of these consolidated financial
statements
<PAGE>
<TABLE>
<CAPTION>
                                                                       Amnis Systems Inc. and Subsidiary

                                                                   Consolidated Statements of Cash Flows

                                                                                       March 31
                                                                                       --------
For the three months ended                                                     2003                2002
---------------------------------------------------------------------------------------------------------
                                                                                            (as restated)
Cash Flows from Operating Activities:
<S>                                                                       <C>               <C>
      Net loss                                                    $        (1,314,182)$      (2,191,954)
      Adjustments to reconcile net loss to
        net cash provided by (used in) operating activities:
          Common stock and options issued for services                        109,939           260,977
          Employee salaries exchanged for stock                                29,598           997,725
          Depreciation and amortization                                        15,478            14,598
          Amortization of discount on convertible notes payable               209,344           802,443
          Loss on disposal of property and equipment                                -             1,627
          Change in fair value of warrant liability                            (4,369)          (81,313)
      Decrease in accounts receivable                                          74,453           317,638
      Decrease (increase) in inventories                                       76,316           (32,176)
      (Increase) in prepaid expenses and other assets                         (64,730)         (225,395)
      (Decrease) Increase in accounts payable                                 465,392          (685,774)
      Increase (decrease) in accrued salaries                                 433,471          (654,066)
      Increase (decrease) in accrued vacation                                   7,568           (74,406)
      Increase in accrued interest payable                                     52,119            75,693
      Decrease in deferred rent                                                     0           (43,171)
      Increase (decrease) in deferred revenue                                  17,494           (19,932)
      Increase (decrease) in other accrued expenses                            25,692           (65,711)
---------------------------------------------------------------------------------------------------------

          Net cash provided by (used in) operating activities                 133,583        (1,603,197)
---------------------------------------------------------------------------------------------------------

Cash Flows from Investing Activities:
      Purchases of property and equipment                                           -            (8,726)
--------------------------------------------------------------------------------------------------------

          Net cash used in investing activities                                     0            (8,726)
--------------------------------------------------------------------------------------------------------

Cash Flows from Financing Activities:
      Proceeds from financing obligations collateralized by accounts
      receivable                                                              747,749           763,280
      Payments on financing obligations collateralized by accounts
      receivable                                                             (937,490)       (1,215,731)
      Proceeds from issuance of common stock                                        -         2,124,797
      Proceeds from notes receivable                                                -           500,000
--------------------------------------------------------------------------------------------------------


          Net cash provided by financing activities                          (189,741)        2,172,346
---------------------------------------------------------------------------------------------------------


Net increase (decrease) in cash and cash equivalents                          (56,158)          560,423

Cash and cash equivalents, beginning of period                                 87,470            48,467
---------------------------------------------------------------------------------------------------------

Cash and cash equivalents, end of period                          $            31,312 $         608,890
---------------------------------------------------------------------------------------------------------

Non Cash Investing and Financing Activities:
      Accrued interest exchanged for common stock                 $            27,953 $          25,890
      Note payable exchanged for common stock                                       -           250,000
      Convertible note payable exchanged for common stock                     162,000                 -
      Note payable and interest in exchange for convertible
        note payable                                                                -         3,547,917
 --------------------------------------------------------------------------------------------------------

Supplemental Disclosures of Cash Flow Information:
      Cash paid for income taxes                                  $                 -  $              -
      Cash paid for interest                                      $                 -  $              -
---------------------------------------------------------------------------------------------------------
</TABLE>
                                        5

     The accompanying notes are an integral part of these consolidated financial
statements
<PAGE>
                       AMNIS SYSTEMS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002



NOTE 1 - BASIS OF PRESENTATION

     The unaudited consolidated financial statements have been prepared by Amnis
     Systems, Inc. (the "Company"), pursuant to the rules and regulations of the
     Securities  and  Exchange  Commission.  The  information  furnished  herein
     reflects  all  adjustments  (consisting  of normal  recurring  accruals and
     adjustments)  which are, in the opinion of management,  necessary to fairly
     present  the  operating  results  for  the  respective   periods.   Certain
     information   and   footnote   disclosures   normally   present  in  annual
     consolidated  financial  statements  prepared in accordance with accounting
     principles  generally  accepted in the United  States of America  have been
     omitted  pursuant  to  such  rules  and  regulations.   These  consolidated
     financial  statements  should  be  read in  conjunction  with  the  audited
     consolidated financial statements and footnotes for the year ended December
     31, 2002  included  in the  Company's  Annual  Report on Form  10-KSB.  The
     results  of the  three  months  ended  March 31,  2003 are not  necessarily
     indicative of the results to be expected for the full year ending  December
     31, 2003.

     The accompanying  consolidated  financial  statements have been prepared in
     conformity  with  accounting  principles  generally  accepted in the United
     States of America, which contemplate continuation of the Company as a going
     concern.  The Company  incurred net losses for the three months ended March
     31, 2003 of  $1,314,182  and at March 31,  2003,  had a an  accumulated
     deficit of $29,925,011 and a working  capital deficit of $7,077,216.  These
     conditions raise  substantial doubt as to the Company's ability to continue
     as a going concern.  These consolidated financial statements do not include
     any  adjustments  that might  result from the outcome of this  uncertainty.
     These  consolidated  financial  statements  do not include any  adjustments
     relating  to  the  recoverability  and  classification  of  recorded  asset
     amounts,  or  amounts  and  classification  of  liabilities  that  might be
     necessary should the Company be unable to continue as a going concern.

     The Company  plans to take the  following  steps that it  believes  will be
     sufficient  to  provide  the  Company  with  the  ability  to  continue  in
     existence. The Company has recently hired a new Chief Executive Officer and
     has obtained  additional funding from an existing investor and a commitment
     for additional  funds from this investor.  The Company believes that with a
     new CEO and sufficient  capital to fund operations that the Company will be
     able to achieve profitable  operations,  but there can be no assurance that
     the Company will generate positive cash flows from operations sufficient to
     sustain operations in the near term.


NOTE 2 - EARNINGS PER SHARE In accordance with SFAS

     No. 128, "Earnings Per Share," the basic loss per common share is computed
     by dividing net loss available to common stockholders by the weighted
     average number of common shares outstanding. Diluted loss per common share
     is computed similar to basic loss per common share except that the
     denominator is increased to include the number of additional common shares
     that would have been outstanding if the potential common shares had been
     issued and if the additional common shares were dilutive. At March 31,
     2003, the Company had outstanding warrants and options to purchase shares
     of common stock of 18,536,935, which were antidilutive and at March 31,
     2002 were 8,638,646.

                                        6
<PAGE>

NOTE 3 - CONVERTIBLE NOTES PAYABLE

     On December  28,  2001,  the Company  entered  into an agreement to issue a
     debenture,  bearing  interest at 12% per annum,  in the amount of $500,000,
     with the right to convert the debt into common  stock upon demand at a rate
     equal to the lesser of $0.385 per share or 70% of the three lowest  trading
     prices over the previous 20 days trading.  On January 3, 2002,  the Company
     received $500,000 pursuant to this debenture. In addition to the debenture,
     the lender was issued  investment  options to purchase,  at the  applicable
     conversion  price,  one additional  share of common stock for each share of
     common  stock  owned upon  conversion  of the  debenture  and  warrants  to
     purchase up to 1,000,000  shares of common stock at an exercise price equal
     to the lesser of $0.385 or the  average of the lowest  trading  prices over
     the previous 20 days trading.  The debenture  limits the ownership that can
     be acquired  through this transaction to be no greater than 4.9% on a fully
     diluted  basis.  Additional  warrants  to purchase up to a total of 100,000
     shares of common stock,  at the same exercise price as the warrants  issued
     to the lender, were issued as a finders fee. In accordance with EITF 00-27,
     the Company  first  determined  the value of the note and the fair value of
     the  detachable   warrants  issued  in  connection  with  this  convertible
     debenture.  The estimated  value of the warrants of $509,194 was determined
     using the Black-Scholes option pricing model and the following assumptions:
     term of 2 years, a risk free interest rate of 4.00%, a dividend yield of 0%
     and volatility of 212%. The face amount of the note payable of $500,000 was
     proportionately  allocated  to the note  payable  and the  warrants  is the
     amount of $247,722 and $252,278,  respectively. The amount allocated to the
     warrants of $252,278  was recorded as a discount on the note payable and as
     accrued warrant  liability as these warrants contain  registration  rights.
     The value of the note payable was then  allocated  between the note and the
     preferential  conversion  feature,  which  amounted  to  $0  and  $247,722,
     respectively.  The  combined  total  discount  is  $500,000,  and  will  be
     amortized over the year life of the debenture. Of the $500,000 discount, as
     of March 31,  2003,  $313,699  has been  amortized  to  expense,  including
     $61,644 during the three months ended March 31, 2003, due to the passage of
     time. None of the note balance under this agreement has been converted into
     common stock as of March 31, 2003.  The Company did not register the shares
     underlying  this  convertible  debenture per the terms of the agreement and
     has accrued a penalty for this non-registration event. See Note 4.

     On January 14, 2002, the Company issued a convertible note in the principal
     amount of $3,547,917 to Mr. Michael A. Liccardo,  former  president,  chief
     executive  officer and chairman of the board of directors,  in exchange for
     the  cancellation  of certain  loans  aggregating  $3,204,375  and  related
     accrued  interest of $343,542 that Mr. Liccardo had loaned to Optivision to
     meet current  operating  expenses.  At any time, Mr.  Liccardo may elect to
     convert  the note to  shares  of the  Company's  common  stock at $0.35 per
     share, subject to adjustment related to the price of subsequent  securities
     issuances  by the  Company to third  parties.  The  convertible  note bears
     interest at 10% per annum.  Since the  Company's  stock price  exceeded the
     conversion price on the transaction  date, there is an embedded  beneficial
     conversion  feature present in the  convertible  note which has been valued
     separately.  As of January 14, 2002, the intrinsic  value of the beneficial
     conversion   feature  is  greater  than  the  proceeds   allocated  to  the
     convertible  note. On January 14, 2002, the Company  recorded a discount of
     $3,547,917.  This  discount  is  being  amortized  over  the  life  of  the
     convertible  note.  Of the  $3,547,917  discount,  as of  March  31,  2003,
     $3,547,917  has been  amortized to expense,  including  $61,859  during the
     three  months  ended  March  31,  2003,  due to the  passage  of  time  and
     conversions  into common  stock.  During the year ended  December 31, 2002,
     principal and accrued  interest in the amount of  $2,435,154  and $114,846,
     respectively, were converted into 39,123,377 shares of the Company's common
     stock.  During the three  months  ended March 31,  2003,  principal  in the
     amount of $112,000 was converted  into  14,000,000  shares of the Company's
     common stock.


     On June 18, 2002, the Company issued and sold two 12% two-year Convertible
     Notes in the aggregate principal amount of $450,000 and common stock
     purchase warrants exercisable for up to 135,000 shares of common stock to
     Alpha Capital Aktiengesellschaft and Stonestreet Limited Partnership in a
     private financing transaction. Pricing is subject to adjustment for, among
     other things, capital issuances below $0.13 per share, stock splits and
     combination or reclassification of the Company's stock. Each note is
     convertible at the holder's option at any time into shares of the Company's
     common stock at the lesser of a 30% discount to the average of the lowest
     three intraday trading prices of the Company's common stock during the 20
     trading day periods ending on trading day prior to the date of conversion,
     or $0.385 per share. In accordance with EITF 00-27, the Company first
     determined the value of the note and the fair value of the detachable
     warrants issued in connection with this convertible debenture. The
     estimated value of the warrants of $21,282 was determined using the
     Black-Scholes option pricing model and the following assumptions: term of 2
     years, a risk free interest rate of 4.00%, a dividend yield of 0% and

                                        7
<PAGE>
     volatility  of 242%.  The face amount of the note  payable of $450,000  was
     proportionately  allocated  to the note  payable  and the  warrants  is the
     amount of $429,679 and $20,321,  respectively.  The amount allocated to the
     warrants of $20,321 was  recorded as a discount on the note  payable and as
     accrued warrant  liability as these warrants contain  registration  rights.
     The  value  of the  note  was  then  allocated  between  the  note  and the
     preferential  conversion  feature,  which  amounted  to  $0  and  $429,679,
     respectively.  The  combined  total  discount  is  $450,000,  and  will  be
     amortized over the life of the debenture.  Of the $450,000 discount,  as of
     March 31, 2003,  $206,498 has been amortized to expense,  including $85,840
     during the three months  ended March 31,  2003,  due to the passage of time
     and conversions into common stock.  During the three months ended March 31,
     2003,  principal and accrued interest in the amount of $50,000 and $27,953,
     respectively,  were converted into 5,196,857 shares of the Company's common
     stock. The Company did not register the shares  underlying this convertible
     debenture per the terms of the agreement and has accrued a penalty for this
     non-registration event. See Note 4.

NOTE 4 - OTHER ACCRUED EXPENSES
          Other accrued expenses at March 31, 2003 consisted of the following:
<TABLE>
<CAPTION>


<S>                                                    <C>     <C>
 Penalty for not registering shares issued in February 2002    $     345,600
 Penalty for not registering shares underlying
    convertible debentures                                           217,500
 Value of reset option provision in June 18, 2002 agreement        1,268,596
 Other                                                                53,995

                                                               $   1,885,691
</TABLE>

NOTE 5  - ACCRUED WARRANT LIABILITY

     Under the terms the convertible  debentures issued on December 28, 2001 and
     June 18,  2002 (see  Note 3),  and the terms of the  private  placement  in
     February 2002, the Company issued detachable warrants to purchase shares of
     common stock that had registration  rights. As a result, in accordance with
     the guidelines of EITF 00-19,  the fair value of the warrants was initially
     recorded as accrued warrant liability.  Furthermore,  the classification of
     the warrants as a liability require variable accounting, with remeasurement
     of the  fair  value  of the  warrants  at  each  balance  sheet,  with  any
     adjustments reflected in earnings.

     These  outstanding  warrants  were  remeasured  at March 31, 2003 using the
     Black-Scholes option pricing model and the following assumptions: term of 2
     years,  a  risk-free  interest  rate of 4.00%,  a dividend  yield of 0% and
     volatility of ranging from 212% to 242%. The allocated liability related to
     the  warrants was $42,707 at March 31, 2003 and the Company has recorded an
     additional  $4,369 of other  income for the three  months  ended  March 31,
     2003.

                                        8
<PAGE>
NOTE 6 - STOCKHOLDERS' DEFICIT

     On June 25, 2002, the Company amended its certificate of  incorporation  to
     increase the total number of shares authorized to 420,000,000;  400,000,000
     designated  as  common  stock  with par  value of  $0.0001  and  20,000,000
     designated as preferred stock with par value of $0.0001.

     During the three months ended March 31, 2003, the Company settled with its
     employees for unpaid compensation by issuing 532,757 shares of common stock
     in lieu of cash in the amount of $29,598. In addition, the Company issued
     3,684,980 shares of common stock is lieu of cash in the amount of $109,571.
     The number of shares issued equaled the amount of unpaid compensation
     divided by the market value of the Company's stock on the settlement date.

     In February  2002, the Company  entered into  financing  agreements for the
     sale of 2,250,000  shares of its common stock. The stock was sold in units,
     which include ten shares of common stock,  subject to adjustment related to
     stock  price  fluctuations,  and a warrant,  for $8.00 each.  Each  warrant
     allows the holder to  purchase  three  shares of common  stock at $0.90 per
     share, subject to such customary  adjustment for stock splits,  combination
     or  reclassification of the Company's capital stock and the like. The total
     selling price of these units was $1,800,000 of which $970,019 was allocated
     to the  common  stock  and the  remaining  $829,981  was  allocated  to the
     detachable  warrants.  The  allocation  between  the  common  stock and the
     warrants was based on the fair value of the Company's  stock at the closing
     date ($0.71) and the estimated  fair value of the warrants  ($0.6075).  The
     estimated  value of the warrants  was  determined  using the  Black-Scholes
     option pricing model and the following assumptions: term of 2 years, a risk
     free interest rate of 4.00%, a dividend yield of 0% and volatility of 212%.
     The amount  allocated  to the  warrants of $829,981 was recorded as accrued
     warrant  liability as these warrants contain  registration  rights. On June
     18, 2002,  the  financing  agreements  entered  into in February  2002 were
     amended in connection with the June 18, 2002 convertible debenture, whereby
     the Company  issued an  additional  2,062,500 to the investor in connection
     with a reset option feature in the February 2002 agreement. The Company has
     recorded as financing  costs,  $288,750 in connection  with the issuance of
     these additional shares. The June 18, 2002 agreement also contained a reset
     option  provision and the Company has recorded a liability of $1,268,596 at
     March 31,  2003  related to the  additional  shares that could be issued in
     accordance  with this  provision (See Note 4). The Company did not register
     the shares that were issued in the February 2002 private placement offering
     per the terms of the private placement  agreement and has accrued a penalty
     for this non-registration event. See Note 4.

NOTE 7 - STOCK OPTIONS

     The Company has adopted only the disclosure  provisions of SFAS No. 148 and
     123,  "Accounting  for  Stock-Based  Compensation."  It applies  Accounting
     Principles Bulletin ("APB") Opinion No. 25, "Accounting for Stock Issued to
     Employees," and related  interpretations in accounting for its Stock Option
     Plan and does not recognize  compensation expense for its Stock Option Plan
     other  than for  restricted  stock  and  options  issued to  outside  third
     parties. If the Company had elected to recognize compensation expense based
     upon the fair  value at the grant date for  awards  under the Stock  Option
     Plan  consistent  with the  methodology  prescribed  by SFAS No.  123,  the
     Company's  net loss and loss per share  would be  reduced  to the pro forma
     amounts indicated below for the three months ended March 31, 2003 and 2002:

                                        9

<PAGE>
<TABLE>
<CAPTION>
                                               2003            2002
                                               ----            ----

<S>                                        <C>            <C>
Net loss as reported                       $ (1,314,182) $     (2,191,954)
Expense recognized                                    -                 -
Pro forma expense                              (159,571)         (142,674)
                                           ------------- -----------------

Pro forma net loss                         $ (1,473,753) $     (2,334,628)
                                           ============= =================

Basic and diluted loss per common share:
    As reported                            $     (0.02)  $         (0.14)
    Pro forma                              $     (0.02)  $         (0.15)
</TABLE>


     The fair value for these options was estimated at the date of grant using a
     Black-Scholes  option  pricing  model with the  following  weighted-average
     assumptions  for the years ended December 31, 2002 and 2001,  respectively:
     risk-free  interest  rate of 3.0% and 3.5%;  dividend  yields of 0% and 0%;
     volatility  factors of the expected  market price of the  Company's  common
     stock of 139.1% and 137.4%;  and a weighted  average  expected  life of the
     option of 3 and 4 years.  There  were no options  granted  during the three
     months ended March 31, 2003.

     The  Black-Scholes   option  valuation  model  was  developed  for  use  in
     estimating  the  fair  value  of  traded  options  which  have  no  vesting
     restrictions  and are fully  transferable.  In addition,  option  valuation
     models  require the input of highly  subjective  assumptions  including the
     expected  stock price  volatility.  Because the  Company's  employee  stock
     options have characteristics  significantly  different from those of traded
     options,  and  because  changes in the  subjective  input  assumptions  can
     materially  affect the fair value estimate,  in management's  opinion,  the
     existing models do not necessarily provide a reliable single measure of the
     fair value of employee stock options.

NOTE 8 - RESTATEMENT OF 2002 FINANCIAL STATEMENTS

     The Company has  restated  its  financial  statements  for the three months
     ended March 31, 2002 to account for the  transaction  with  Optivision as a
     recapitalization  of Optivision,  rather than a purchase in accordance with
     APB No. 16 as had previously been reported, and to properly account for the
     warrants issued in connection  with the convertible  debentures and private
     placement offering in February 2002.

     The effects of the restatement are as follows:

                                                as previously
                                                   filed          as restated

Accumulated deficit at January 1, 2002(1)    $  (21,797,659)  $    (19,666,955)
Net loss quarter ended March 31, 2002 (2)    $   (2,107,643)  $     (2,191,954)


(1) The beginning accumulated deficit reported at January 1, 2002 has been
restated to reflect the accumulated deficit balance of Optivision at that date,
and; (2) The difference in net loss is principally attributed to the
amortization of the discounts associated with the convertible debentures and
using variable accounting to account for the warrants issued in connection with
the convertible debentures and the private placement offering in February 2002.

                                       10
<PAGE>
NOTE 9 - SUBSEQUENT EVENTS


     On May 16, 2003 the Company closed on a $1 million  Convertible  Promissory
     note funding.  As of May 12, in  anticipation of the funding  closing,  the
     Company  had  rehired  10  employees  and begun  rebuilding  the  Company's
     operations.

     In May 2003,  the Company  settled a reset option  provision in  connection
     with the private placement  offering in February 2002,  amended on June 18,
     2002 for a $910,120  convertible  debenture.  This  amount was  recorded in
     accrued  liabilities at March 31, 2003 in the accompanying  consolidated
     balance sheet.

     From April 1, 2003 to May 22,  2003,  the  Company  has  issued  17,742,855
     shares of its common stock as follows:  100,000 to consultants for services
     rendered;  5,242,855 for conversion of debt and 12,500,000  issued and held
     in escrow per the terms a the  December 28, 2001  convertible  note payable
     agreement, see Note 3 for details.

                                       11
<PAGE>
ITEM 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

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.

General

         We are a Delaware corporation formed in July 1998. We make 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.

                                       12
<PAGE>

        Amnis was formed on July 29, 1998. On April 16, 2001, Amnis merged with
Optivision, Inc., an operating company, in an exchange of common stock accounted
for as a reverse merger. In accounting for this transaction Optivision is deemed
to be the purchaser and surviving company for accounting purposes. Accordingly,
its net assets are included in the balance sheet at their historical book values
and the results of operations of Optivision have been presented for the
comparative prior period. Control of the net assets and business of Amnis was
acquired effective April 16, 2001. This transaction has been accounted for as a
purchase of the assets and liabilities of Amnis by Optivision. The historical
cost of the net assets assumed was $0.

         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.

Recent Developments

         In the fourth quarter of 2002 due to lack of funding and our inability
to pay employees, our operations began to wind down. This decrease in business
activity continued through April of 2003, at which time there were only three
employees.

         Numerous potential investors and companies were contacted since
November 2002 but the Company was unable to attract new investors due to the
Company's current financing arrangements. In addition, the Company was
unsuccessful in finding a buyer for its business. In March 2003, the Company had
negotiated a sale of assets to another public company, which would have required
the Company to file for bankruptcy. After numerous discussion with current
investors and creditors, the Company received a written proposal for funding two
days prior to the planned bankruptcy filing and was advised by the Company's
principal secured creditor, its bank, that it favored the new financing
proposal. The financing proposal required a management restructuring, which
included a change in management. As a result, on April 28, 2003, Mike Liccardo
resigned as Chairman and CEO of the Company and Optivision, and Scott Mac
Caughern was named Chairman and Interim CEO.

            On May 16, 2003, the Company entered into a Securities Purchase
Agreement whereby it issued convertible debentures in exchange for funding of
$1,000,000. On May 12, 2003, in anticipation of the additional funding, the
Company rehired ten employees and commenced rebuilding the Company's operations.

                                       13
<PAGE>
Results of Operations - Three Months Ended March 31, 2003 Compared to the Three
Months Ended March 31, 2002.
<TABLE>
<CAPTION>


Summary of Operations:               (Expense number are from the Financial Statements attach hereto)

                                                            Three months ending March 31
                                                   2003               2002         Inc/ (dec)            %
<S>                                      <C>                <C>                  <C>                     <C>
 Revenue                             $     432,385          $  246,071             186,314                75.7%
 Cost of Goods Sold                        328,200             287,496              40,704                14.2%
 Research and development                  592,102             175,359             416,743               237.7%
 Sales and marketing                       302,537             440,572            (138,035)              -31.3%
 General and administrative                139,356             737,185            (597,829)              -81.1%
 Interest expense                           53,329             108,366             (55,037)              -50.8%
</TABLE>

            We have included the above table to more effectively show the year
to year changes and percentages associated with the change.

Revenue:

         Revenues generated during the three months ended March 31, 2003,
aggregated $432,385, as compared to $246,071 for the three months ended March
31, 2002. This increase of $186,314 in revenues from the same period in the
prior year is primarily due to sales to domestic and international government
and defense subcontractors of video surveillance products, which were developed
before operations began to deteriorate in the fourth quarter of 2002 due to the
lack of funds.

         Our prior three quarters' revenues were $645,197, $889,658, $459,209
for the three-month periods ended December 31, September 30 and June 30 2002,
respectively. Revenues in the first quarter of 2003 declined when compared to
the revenues for the quarter ending December 31, 2002 as a result of the lack of
funds to support operations. This trend is expected to continue though the
second quarter of 2003.

         Revenues in 2002 continued the decline brought about by the softening
economy in the third quarter of 2001, which was accelerated by the aftermath
effects of the September 11, 2001 terrorist attacks. The revenue decline
bottomed in the first quarter of 2002. However, with the infusion of new
financing, revenue began to recover and nearly doubled in the second quarter
followed again by a nearly doubling of revenue in the third quarter. The
majority of the increased revenue was the result of sales to government and
defense subcontractors. Unfortunately, as we entered the fourth quarter of 2002
the inability to raise additional funds to pay employees and support operations
forced us to effectively curtail operations by December 2002. Even though we
continued to build a large pipeline of business and revenue opportunities, we no
longer had the resources to close sales, provide customer support, develop and
support our product and manufacture product. The possibility of these events was
disclosed in our third quarter 10Q-SB wherein we stated that if additional
financing is not available or is not available on acceptable terms we will have
to curtail our operations. As a result of the curtailment of operations, revenue
declined in the fourth quarter has continued to decline in the first quarter of
2003.

                                       14
<PAGE>
Cost of goods sold

         Cost of goods sold increased to $328,200 for the three months ended
March 31, 2003 from $287,496 for the three months ended March 31, 2002, which is
a 14% increase. Revenue increased 75.7% for the same period. Fixed costs remain
the same from period to period and the increase of $40,704 is primarily the
result of the variable material cost component associated with the sale of our
products.

Research and development

         Research and development climbed by $416,743 to $592,102 for the three
months ended March 31, 2003 from $175,359 for the three months ended March 31,
2002 as a result of increased research and development activity in connection
with new network digital video products. This increase was the result of our
paying consultants in stock to continue development, which we did not do for the
three months ended March 31, 2002 and, therefore, research and development costs
were less for this period.

Sales and marketing

         Costs associated with sales and marketing during the three months ended
March 31, 2003, aggregated $302,537, as compared to $440,572 for the three
months ended March 31, 2002. This decrease of $138,035 in sales and marketing
expenses from the same period in the prior year is primarily the result of the
Company not attending trade shows in the first quarter of 2003 due to the lack
of funds.

General and administrative

         Costs associated with general and administrative expenses during the
three months ended March 31, 2003, aggregated $139,356, as compared to $737,185
for the three months ended March 31, 2002. This decrease of $597,829 in sales
and marketing expenses from the same period in the prior year is primarily the
result of the $277,751 of non-cash consulting contracts for services covering
strategic planning, mergers and acquisition activity and corporate financing
that were incurred during the three months ended March 31, 2002.

Other income (Expense)

        Interest expense decreased by $55,037 from $108,366 for the three months
ended March 31, 2002 to $53,329 for the three months ended March 31, 2002 due
the reduction in outstanding interest bearing debt from year to year.
Amortization on the discount of the convertible debentures payable decreased due
to the discount on the largest convertible debenture being fully amortized at
the end of 2002. Financing costs are penalties for not registering the February
2002 private placement and the two June 2002 convertible debentures.

Liquidity and Capital Resources

         At March 31, 2003, we had cash and cash equivalents of $31,312 compared
to $87,469 at December 31, 2002. During 2002 our negative working capital
position increased by nearly $933,000. This increase was due to the lack of
funds to pay expenses and compensation and the resulting increase in payables
and drop in inventory. In addition decreases in accounts receivable occurred due
to lower revenue that prior quarters.

                                       15
<PAGE>

         We had continuing operating losses of ($929,810) and $(4,985,278) for
the first quarter 2003 and year ended December 31, 2002 respectively. We are
currently unable to project when the business may no longer generate a loss
since we do not know what the cost and time requirements will be to recover and
build our revenue to the momentum achieved in the third quarter of 2002.
Throughout the fourth quarter of 2002 and first quarter of 2003, we have
implemented measures to increase cash flows through cost-cutting measures and
actively pursued additional sources of funding. However, during the fourth
quarter of 2002 we began to loose key sales, marketing and manufacturing and
other employees due to insufficient funds to pay compensation. This loss of
employees has continued to this date and brought the Company to the point of not
being able to continue operations.

           Numerous potential investors and companies were contacted since
November 2002, but the Company was unable to attract new investors due to the
Company's financing structure and the Company was unsuccessful in finding a
buyer for its business. In March, the Company had negotiated a sale of assets to
another public company, which would have required the Company to file for
bankruptcy. After numerous discussions with current investors and creditors, the
Company received a written proposal for funding two days before a bankruptcy
filing and was advised by the Company's principal secured creditor, its bank,
that it favored the new financing proposal. Our major secured creditor has
located a financing institution that acquired their note and assisted in further
financing of the Company. Our other major creditors have located a workout
management team and have provided initial funding for that team to evaluate
funding requirements and raise the required 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 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 again.

                                       16
<PAGE>
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
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, 2002 and in the notes to the consolidated financial
statements included with this Form 10-QSB.

ITEM 3.    CONTROLS AND PROCEDURES

         As of March 31, 2003, an evaluation was performed under the supervision
and with the participation of the Company's management, including the Chief
Executive Officer and the Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
on that evaluation, the Company's management, including the Chief Executive
Officer and the Chief Financial Officer, concluded that the Company's disclosure
controls and procedures were effective as of March 31, 2003. There have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect internal controls subsequent to March 31, 2003.

                                       17
<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 2.  Changes in Securities And Use of Proceeds

         On May 9, 2003, we entered into a securities purchase agreement with
three investors for the sale of (i) $1,000,000 in convertible debentures and
(ii) a warrants to buy 5,000,000 shares of our common stock. In addition, in
exchange for cancellation of a reset option by one investor, the Company issued
an investor a convertible debenture in the amount of $910,120. Each of these
debentures bear interest at 12%, mature two-years from the date of issuance, and
are convertible into our common stock, at the investors' option, at the lower
of:

        o   $0.05; or
        o   65% of the average of the three lowest intraday trading prices
            for the common stock on a principal market for the 30 trading
            days before but not including the conversion date.

         The full principal amounts of the convertible debentures are due upon
default under the terms of convertible debentures. In addition, we have granted
the investors a security interest in substantially all of our assets and
intellectual property and registration rights. The warrants are exercisable
until seven years from the date of issuance at a purchase price of $0.05 per
share. In addition, the exercise price of the warrants will be adjusted in the
event we issue common stock at a price below market, with the exception of any
securities issued as of the date of this warrant. The conversion price of the
debentures and the exercise price of the warrants may be adjusted in certain
circumstances such as if we pay a stock dividend, subdivide or combine
outstanding shares of common stock into a greater or lesser number of shares, or
take such other actions as would otherwise result in dilution of the selling
stockholder's position. The selling stockholders have contractually agreed to
restrict their ability to convert their convertible debentures or exercise their
warrants and receive shares of our common stock such that the number of shares
of common stock held by them in the aggregate and their affiliates after such
conversion or exercise does not exceed 9.9% of the then issued and outstanding
shares of common stock.

Item 3.  Defaults Upon Senior Securities

We are in breach of a provision of the two secured convertible debentures issued
in June 2002 and the secured convertible debenture issued in December 2001
requiring us to file a registration statement with the Securities and Exchange
Commission and obtain effectiveness within a specific amount of time. As a
result of this breach, we are subject to various penalties. In addition, during
the period of time that we are in breach of the secured convertible debentures,
the holders thereof may demand repayment of the secured convertible debentures
in full plus penalties by delivery of a default notice. The total amount due on
these secured convertible debentures is $950,000 plus penalties and accrued
interest of $229,575.

                                       18
<PAGE>
Item 4.  Submission of Matters to a Vote of Security Holders

None.

Item 5.  Other Information

None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)   Exhibits

         99.1     Certification by Scott MacCaughern, Chief Executive Officer,
                  pursuant to 18 U.S.C. Section 1350, as adopted pursuant
                  to Section 906 of the Sarbanes-Oxley Act of 2002.

         99.2     Certification by Lawrence A. Bartlett, Chief Financial
                  Officer, pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

         (b)      Reports on Form 8-K

                  None.

                                       19
<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:   May 29, 2003               AMNIS SYSTEMS INC.

                                   By:        /S/ SCOTT MAC CAUGHERN
                                      Scott Mac Caughern
                                      President, Chief Executive Officer and
                                      Chairman of the Board

                                   By:        /S/ LAWRENCE L. BARTLETT
                                     Lawrence L. Bartlett
                                     Vice President, Secretary and Chief
                                     Financial Officer

                                       20
<PAGE>
                                  CERTIFICATION

I, SCOTT MAC CAUGHERN, 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 inter 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

                                       21
<PAGE>
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.


           May 29, 2003


           /S/ SCOTT MAC CAUGHERN
           Scott Mac Caughern
           Principal Executive Officer

                                       22
<PAGE>
                                  CERTIFICATION
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.

                                       23
<PAGE>
              May 29, 2003


              /S/ LAWRENCE L. BARTLETT
              Lawrence L. Bartlett
              Principal Financial Officer

                                       24