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

                                  FORM 10-QSB/A

                                   (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


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




<PAGE>




ITEM 1.  FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                                                                        AMNIS SYSTEMS INC. AND SUBSIDIARY

                                                                                               CONSOLIDATED BALANCE SHEET
                                                                                                           MARCH 31, 2003


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

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

ASSETS

CURRENT ASSETS:
     Cash and cash equivalents                                                                     $         31,312
     Accounts receivable, net of allowance for doubtful accounts of $ 103,000                               197,650
     Inventories, net of reserve of $250,259                                                                484,684
     Prepaid expenses and other current assets                                                              116,317
-------------------------------------------------------------------------------------------------------------------------

          Total current assets                                                                              829,963
-------------------------------------------------------------------------------------------------------------------------

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

                                                                                                   $        933,998
-------------------------------------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Financing obligations collateralized by accounts receivable                                   $        727,925
     Stockholders' notes payable                                                                            105,000
     Accounts payable                                                                                     2,162,999
     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                                                                       7,907,179

LONG-TERM LIABILITIES:
     Convertible note payable, long-term portion (net of discount of 243,502)                               156,498
-------------------------------------------------------------------------------------------------------------------------

          Total liabilities                                                                               8,063,677
-------------------------------------------------------------------------------------------------------------------------

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                                              $        933,998
-------------------------------------------------------------------------------------------------------------------------
                 The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


                                       1

<PAGE>

<TABLE>
<CAPTION>

                                                                                                AMNIS SYSTEMS INC. AND SUBSIDIARY

                                                                                            CONSOLIDATED STATEMENTS OF OPERATIONS
=================================================================================================================================

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

                                                                                                            March 31
                                                                                             ------------------------------------
For the three months ended                                                                        2003                2002
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                 (as restated)

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

COST OF GOODS SOLD                                                                                   328,200             287,496
---------------------------------------------------------------------------------------------------------------------------------

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

OPERATING EXPENSES
     Research and development                                                                        322,100             175,359
     Sales and marketing                                                                             302,536             440,572
     General and administrative                                                                      409,355             737,185
---------------------------------------------------------------------------------------------------------------------------------

            Total operating exenses                                                                1,033,991           1,353,116
---------------------------------------------------------------------------------------------------------------------------------

            Loss from operations                                                                    (929,806)         (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)
     Gain on extinguishment of accounts payable                                                            -                   -
     Change in fair value of detachable warrants                                                       4,369              81,313
     Other, net                                                                                           41           42,083.00
---------------------------------------------------------------------------------------------------------------------------------

             Total other income (expense)                                                           (384,372)           (797,413)
---------------------------------------------------------------------------------------------------------------------------------

Net loss before taxes                                                                             (1,314,178)         (2,191,954)
---------------------------------------------------------------------------------------------------------------------------------

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

NET LOSS                                                                                   $      (1,314,178) $       (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
---------------------------------------------------------------------------------------------------------------------------------
                 The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>




                                       2



<PAGE>


<TABLE>
<CAPTION>

                                                                            AMNIS SYSTEMS INC. AND SUBSIDIARY

                                                                        CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                      March 31
                                                                      ---------------------------------------
For the three months ended                                                    2003                2002
-------------------------------------------------------------------------------------------------------------
                                                                                             (as restated)
<S>                                                                   <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net loss                                                        $        (1,314,178)$      (2,191,954)
      Adjustments to reconcile net loss to
        net cash 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                                             114,453           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                                     425,392          (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 used in operating activities                                   133,587        (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                              (56,154)          560,423

CASH AND CASH EQUIVALENTS, beginning of period                                     87,470            48,467
-------------------------------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS, end of period                              $            31,316 $         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
      Discount on convertible note payable                                              -                 -
------------------------------------------------------------------------------------------------------------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
      Cash paid for income taxes                                      $                 -  $              -
      Cash paid for interest                                          $                 -  $              -
-------------------------------------------------------------------------------------------------------------
</TABLE>



                                       3


<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
         $8,636,646.


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


                                       4
<PAGE>

          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 is being 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 and for stock splits, 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 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.


                                       5
<PAGE>


NOTE 4 - OTHER ACCRUED EXPENSES

          Other accrued expenses at March 31, 2003 consisted of the following:

<TABLE>
<S>                                                                                          <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.


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 in liu 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.


                                       6
<PAGE>

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:

<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.



                                       7
<PAGE>


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:

<TABLE>
<CAPTION>

                                                                                    as previously
                                                                                       filed          as restated
                                                                                  ---------------  ----------------

<S>                                                                               <C>              <C>
                      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)
</TABLE>


         (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.



                                       8
<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.

         From May 22, 2003 to June 10, 2003 the company has issued 17,942,976
         shares of its common stock as follows: 5,400,000 in payment of
         penalties and interest and 12,542,976 shares in accordance with reset
         provisions under the June 2002 convertible note payable agreements.






                                       9
<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.


                                       10
<PAGE>


Amnis was formed on July 29, 1998. On April 16, 2001, Amnis merged with
Optivision, an operating company, in an exchange of common stock accounted for
as a recapitalization of Optivision. Under the terms of the merger, each issued
and outstanding share of Optivision common stock was converted into the right to
receive 0.10 shares of Amnis common stock; each outstanding but unexercised
option or warrant to purchase common stock of Optivision was converted into an
option or warrant to acquire the number of shares of Amnis common stock equal to
the product of 0.10 multiplied by the number of shares of Optivision common
stock that would have been obtained before the merger. In accounting for this
transaction:

o    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;

o    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.


                                       11
<PAGE>

<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                  322,102             175,359             146,743                 83.7%
 Sales and marketing                       302,537             440,572            (138,035)               -31.3%
 General and administrative                409,356             737,185            (327,829)               -44.5%
 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.

                                       12


<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  remained
stable 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 $146,743 to $322,102 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.

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,  decreased  $327,829 to  $409,356,  as compared to
$737,185 for the three months ended March 31, 2002.  is primarily  the result of
non-cash consulting contracts for services covering strategic planning,  mergers
and  acquisition  activity,  legal fees and corporate  financing costs 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.  Amortization on
discount  of  convertible  note  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.

                                       13


<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.

                                       14


<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.

                                       15


<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.

                                       16


<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

31.1 Certification by Scott Maccaughern,  Chief Executive Officer,  pursuant to
Section 302 of the Sarbanes Qxley Act of 2002.

31.2 Certification by Lawrence A. Bartlett,  Chief Financial Officer pursuant to
Section 302 of the Sarbanes Oxley Act of 2002.

32.1 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.

32.2 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.

                                       17


<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: August 18, 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



                                       18