**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, DC 20549**

**FORM 10-Q/A        Amendment No. l**

**QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)**

**OF THE SECURITIES AND EXCHANGE ACT OF 1934**

For the quarterly period ended March 31, 2008

Commission File Number: 1-11140

**OPHTHALMIC IMAGING SYSTEMS**

(Exact name of registrant as specified in its charter)

 

| **California**                  |   | **94-3035367**                       |
|---------------------------------|--------|--------------------------------------|
| (State or other jurisdiction of |   | (I.R.S. Employer Identification No.) |
| incorporation or organization)  |   |                                 |

 

**221 Lathrop Way, Suite I, Sacramento, CA 95815**

(Address of principal executive offices)

**(916) 646-2020**

(Registrant telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

| Yes           No  |
|-------------------------------------------------------------------------------|

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

|   | Large accelerated filer                           | Accelerated filer  |
|--------|-------------------------------------------------------------|-------------------------|

| Non-Accelerated filer  (Do not check if a smaller reporting company) | Smaller reporting company |
|--------------------------------------------------------------------------------|---------------------------|

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):

| Yes   No  |
|-------------------------------|

As of May 14, 2008, 16,866,831 shares of common stock, no par value, were outstanding.

 

 

----

**Explanatory Note**

 

 

Ophthalmic Imaging Systems (“we,” “us,” or “our”) is filing this Amendment No. 1 on Form 10-QSB/A (this “Amendment No. 1”) to amend our Quarterly Report on Form 10-QSB, for the fiscal quarter ended March 31, 2008, as filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2008 (the “Original Filing”).        The purpose of this Amendment No. 1 is to update the officers’ certifications attached as Exhibits 31.1 and 31.2 to conform with Item 601(b)(31) of Regulation S-K.

 

Except for the updates to the officers’ certifications attached as Exhibits 31.1 and 31.2 to conform with Item 601(b)(31) of Regulation S-K, we have not undertaken in this Amendment No. 1 to modify or update any other disclosures in our Original Filing and this Amendment No. 1 does not reflect any events occurring after the date of filing of the Original Filing.

 

 

----

SIGNATURES

 

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

 

|                | OPHTHALMIC IMAGING SYSTEMS |                                            |
|---------------------|----------------------------|-------------------------------------------------|
| Date: July 18, 2008 |                       |                                            |
|                |                       |                                            |
|                |                       |                                            |
|                | By:                        | /s/ Gil Allon                                   |
|                | Name:

Title:              | Gil Allon,

Chief Executive Officer

      |
|                |                       |                                            |
|                |                       |                                            |
|                | By:                        | /s/ Ariel Shenhar                               |
|                | Name:

Title:              | Ariel Shenhar,

Chief Financial Officer

  |
|                |                       |                                            |
|                     |                            |                                                 |  |

                

 

|   |   |
|--------|--------|