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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-K/A







|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------

For the Fiscal Year Ended March 31, 2010



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -----------------------------------------------------------------------------------------

For the Transition Period from  to

Commission File Number 0-21422





OPTi Inc.

(Exact name of registrant as specified in Its charter)







|                                                              |  |                                     
|------------------------------------------------------------- |  | ------------------------------------
|CALIFORNIA                                                    |  | 77-0220697                          
|(State or other jurisdiction of
incorporated or organization) |  | (I.R.S. Employer
Identification No.)
|                                                              | 
|3430 W. Bayshore Road, Palo Alto, California                  |  | 94303                               
|(Address of principal executive office)                       |  | (Zip Code)                          

Registrants telephone number, including area code (650) 213-8550

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par value





Indicate by check mark whether the registrant is a well-known seasoned issuer as defined by Rule 405 of the Securities
Act    Yes   ̈    No  x

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the
Act     Yes   ̈    No  x

Indicate by check mark whether the registrant (1) has filed all reports 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  x    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form
10-K.  x

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 definitions 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   |  |  ̈ |  | Smaller Reporting Company |  | x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).    Yes   ̈    No  x

The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the Common
Stock on September 30, 2009, as reported on the Over the CounterBulletin Board, was approximately $26,438,473. Shares of Common Stock held by each executive officer, director, and by each person who owns 5% or more of the
outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares outstanding of the registrants common stock as of May 31, 2010 was 11,641,903.









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OPTi Inc.

Form 10-K/A

For the Fiscal Year Ended March 31, 2010

INDEX



|                                                    |  |           
|--------------------------------------------------- |  | ----------
|                                                    |  | PageNumber
|PART IV                                             |  |           
|Item 15. Exhibits and Financial Statement Schedules |  | 1         
|Signatures                                          |  | 2         



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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K of OPTi Inc. (the Company) for the fiscal year
ended March 31, 2010 (the Last Fiscal Year) is being filed for the purpose of filing a corrected Consent of Armanino McKenna LLP, Independent Auditors to address a typographical error. Other than the change to this consent, all
other information included in the initial filing is unchanged.

As required by Rule 12b-15 under the Securities Exchange Act
of 1934, new certifications of our principal executive officer and principal financial officer are being filed as exhibits to this Amendment No. 1 on Form 10-K/A. No other information contained in the original filing is amended hereby. This
amendment does not modify or update disclosures in the original filing. Furthermore, except for the matters described above, this amendment does not change any previously reported financial results, nor does it reflect events occurring after the
date of the original filing.

PART IV



|Item 15. | Exhibits and Financial Statement Schedules
|-------- | ------------------------------------------

(a)(3)    Exhibits Listing:



|              |  |                                                      
|------------- |  | -----------------------------------------------------
|ExhibitNumber |  | Description                                          
|              | 
|23.1          |  | Consent of Armanino McKenna LLP, Independent Auditors
|              | 
|31.1          |  | Section 302 Certification of Chief Executive Officer 
|              | 
|31.2          |  | Section 302 Certification of Chief Financial Officer 
|              | 
|32.1          |  | Section 906 Certification of Chief Executive Officer 
|              | 
|32.2          |  | Section 906 Certification of Chief Financial Officer 



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form
10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Palo Alto, State of California on the day of July 27, 2010.



OPTi Inc.By:

/S/    BERNARD
MARRENBernard MarrenChief Executive Officer and Chairman of the Board




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