##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-Q
  (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Quarterly Period Ended
    September 30, 2006oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number 0-30539
  TVIA, INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware

94-3175152(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. employer
    identification number)   4001 Burton Drive, Santa Clara, California 95054
 (Address of Principal Executive
    Offices) (Zip Code)
  (408) 327-8000
 Registrants telephone number, including area code
       o þ
  Rule 12b-2
  o o þ
  Rule 12b-2 o þ




---



##### 



TVIA,
    INC. AND SUBSIDIARY
  FORM 10-Q
  QUARTERLY
    PERIOD ENDED SEPTEMBER 30, 2006
  INDEX
  
  PagePart I:
    Financial InformationItem 1:


Financial
    Statements (Unaudited)Condensed
    Consolidated Balance Sheets


1Condensed
    Consolidated Statements of Operations


2Consolidated
    Statements of Stockholders Equity


3Condensed
    Consolidated Statements of Cash Flows


4Notes to Condensed
    Consolidated Financial Statements


5Item 2:


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


14Item 3:


Quantitative and
    Qualitative Disclosures about Market Risk


19Item 4:


Controls and
    Procedures


20Part II:
    Other InformationItem 1:


Legal
    Proceedings


21Item 1A:


Risk
    Factors


22Item 2:


Unregistered Sales
    of Equity Securities and Use of Proceeds


31Item 6:


Exhibits and
    Reports on
    Form 8-K


32SIGNATURES


33EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2   i




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##### Table of Contents



PART I: FINANCIAL
    INFORMATION ITEM 1:  FINANCIAL
    STATEMENTS  TVIA,
    INC. AND SUBSIDIARY
  CONDENSED CONSOLIDATED BALANCE SHEETS
  September 30,


March 31,2006


2006Restated(In thousands)UnauditedASSETSCurrent assets:Cash and cash equivalents

$
12,947


$
8,455Investments


4,431



4,502Accounts receivable, net


6,557



3,662Inventories, net


2,446



2,601Deferred cost of goods sold


3,633



1,284Prepaid expenses and other current
    assets


639



902Total current assets


30,653



21,406Property and equipment, net


1,381



928Other assets


215



303Total assets

$
32,249


$
22,637LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
841


$
802Accrued and other liabilities


2,003



2,327Short-term portion of capitalized
    lease obligation


343



541Deferred revenue


6,498



2,733Cash settled stock appreciation
    rights


130



566Total current liabilities


9,815



6,969Long-term portion of capitalized
    lease obligation






211Total liabilities


9,815



7,180Commitments and contingencies
    (Note 10)Stockholders equityCommon stock


30



24Additional
    paid-in-capital


109,932



95,395Accumulated other comprehensive
    income


43



28Accumulated deficit


(86,821
)


(79,240
)Treasury stock


(750
)


(750
)Total stockholders equity


22,434



15,457Total liabilities and
    stockholders equity

$
32,249


$
22,637    1




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##### Table of Contents



TVIA,
    INC. AND SUBSIDIARY
  CONDENSED CONSOLIDATED STATEMENTS OF
    OPERATIONS
  Three Months Ended


Six Months EndedSeptember 30,


September 30,2006


2005


2006


2005(In thousands, except per share amounts)(Unaudited)Revenues

$
731


$
1,755


$
1,803


$
2,863Cost of revenues


1,679



961



1,729



1,569Gross profit


(948
)


794



74



1,294Operating expenses:Research and development


1,645



1,252



3,196



2,535Sales and marketing


484



722



1,481



1,263General and administrative


2,224



1,354



3,348



2,168Total operating expenses


4,353



3,328



8,025



5,966Operating loss


(5,301
)


(2,534
)


(7,951
)


(4,672
)Cumulative effect for forfeiture
    rate change










121



Interest income, net


137



113



249



211Net loss

$
(5,164
)

$
(2,421
)

$
(7,581
)

$
(4,461
)Basic and diluted net loss per
    share:

$
(0.20
)

$
(0.10
)

$
(0.30
)

$
(0.19
)Shares used in computing basic and
    diluted net loss per share


26,237



23,398



25,214



23,295    2




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##### Table of Contents



TVIA,
    INC. AND SUBSIDIARY
  CONSOLIDATED STATEMENTS OF STOCKHOLDERS
    EQUITY
  AccumulatedCommon Stock


Additional


OtherPar


Paid-in


Comprehensive


Accumulated


Treasury


StockholdersShares


Amount


Capital


Income


Deficit


Stock


Equity(In thousands, except share data)Restated Balance at
    March 31, 2006


23,865,851


$
24


$
95,395


$
28


$
(79,240
)

$
(750
)

$
15,457Issuance of Common stock from
    exercises of stock options


1,272,603



1



1,840















1,841Issuance of Common stock and
    warrants from PIPE financing


4,770,000



5



11,920















11,925Cost of PIPE financing










(830
)














(830
)Unrealized gain on
    available-for-sale
    investments














15











15Stock compensation 
    equity plans










1,607















1,607Net loss


















(7,581
)






(7,581
)Balance at September 30,
    2006


29,908,454


$
30


$
109,932


$
43


$
(86,821
)

$
(750
)

$
22,434    3




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##### Table of Contents



TVIA,
    INC. AND SUBSIDIARY
  CONDENSED CONSOLIDATED STATEMENTS OF CASH
    FLOWS
  Six Months EndedSeptember 30,2006


2005(In thousands)(Unaudited)Cash Flows from Operating
    Activities:Net loss

$
(7,581
)

$
(4,461
)Adjustments to reconcile net loss
    to net cash used in operating activities:Depreciation and Amortization


569



649Stock compensation
    expense  equity plans


1,607



671Stock issued in settlement of
    lawsuit






120Provision for excess and obsolete
    inventory


1,433



Changes in assets and liabilities:Accounts receivable


(2,895
)


(1,199
)Inventories


(1,278
)


(689
)Deferred cost of goods sold


(2,349
)


Prepaid expenses and other current
    assets


37



(50
)Other assets


41



Accounts payable


39



580Accrued and other liabilities


(324
)


(264
)Deferred revenue


3,765



Cash settled stock appreciation
    rights


(436
)


Net cash used in operating
    activities


(7,372
)


(4,643
)Cash Flows from Investing
    Activities:Purchase of
    available-for-sale
    investments


(6,914
)


(7,482
)Proceeds from sale of
    available-for-sale
    investments


7,000



14,126Purchase of property and equipment


(749
)


(312
)Net cash (used in)/provided by
    investing activities


(663
)


6,332Cash Flows from Financing
    Activities:Repayments of capital lease
    obligation


(409
)


(230
)Proceeds from issuance of common
    stock from exercise of options


1,841



313Proceeds from PIPE financing, net
    of costs


11,095



Net cash provided by financing
    activities


12,527



83Net increase in cash and cash
    equivalents


4,492



1,772Cash and cash equivalents at
    beginning of period


8,455



4,078Cash and cash equivalents at end
    of period

$
12,947


$
5,850    4




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##### Table of Contents



TVIA,
    INC. AND SUBSIDIARY
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS (UNAUDITED)
  NOTE 1.
    BASIS OF
    PRESENTATION AND USE OF ESTIMATES        Form 10-K/A.
  NOTE 2.
    SUMMARY
    OF SIGNIFICANT POLICIES  Form 10-K/A.
  Revenue
    Recognition
  Revenues.
     5




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##### Table of Contents



TVIA,
    INC. AND SUBSIDIARY
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
    Customer Acceptance Requirements or Significant
    Obligations
  New Product Acceptance
      Recent
    Accounting Pronouncements
  Accounting for Uncertainty in Income
    Taxes: an interpretation of FASB Statement No. 109. Accounting
    for Income Taxes
  Fair Value
    Measurements
  Considering the Effects of Prior
    Year Misstatements When Quantifying Misstatements in Current
    Year Financial Statements
  NOTE 3.
    STOCKHOLDERS
    EQUITY  Common
    Stock and Warrants
   6




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##### Table of Contents



TVIA,
    INC. AND SUBSIDIARY
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
      Stock-Based
    Compensation
        Six MonthsThree Months Ended


EndedSeptember 30,


September 30,2006


2005


2006


2005Cost of sales

$
(10
)

$
23


$
20


$
36Research and development


(43
)


130



450



222Sales and marketing


(285
)


84



(78
)


140General and administrative


1,040



153



1,215



273$
702


$
390


$
1,607


$
671  7




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##### Table of Contents



TVIA,
    INC. AND SUBSIDIARY
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
  NOTE 4.  INVENTORY
    September 30,


March 31,2006


2006Work in process

$
1,082


$
1,716Finished goods


1,364



885$
2,446


$
2,601   NOTE 5.
    ACCRUED
    AND OTHER LIABILITIES    September 30,


March 31,2006


2006RestatedAccrued compensation costs

$
950


$
1,203Accrued engineering fees


398



Accrued audit and legal


214



193Accrued inventory


438



777Other


3



154$
2,003


$
2,327   NOTE 6.
    NET LOSS
    PER SHARE    For the Three Months Ended


For the Six Months EndedSeptember 30


September 302006


2005


2006


2005Net loss

$
(5,164
)

$
(2,421
)

$
(7,581
)

$
(4,461
)Weighted average shares used in
    computing basic and net loss per share


26,237



23,398



25,214



23,295Basic and diluted net loss per
    share

$
(0.20
)

$
(0.10
)

$
(0.30
)

$
(0.19
)Options and warrants excluded from
    the computation of diluted net loss per share


7,740



6,741



7,740



6,741    8




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##### Table of Contents



TVIA,
    INC. AND SUBSIDIARY
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
  NOTE 7.
    COMPREHENSIVE
    INCOME (LOSS)  available-for-sale
  Three Months Ended


Six Months EndedSeptember 30


September 302006


2005


2006


2005Net loss

$
(5,164
)

$
(2,421
)

$
(7,581
)

$
(4,461
)Change in unrealized gain (loss)
    on
    available-for-sale-
    investments


7



52



15



96Comprehensive loss

$
(5,157
)

$
(2,369
)

$
(7,566
)

$
(4,365
)   NOTE 8.
    CERTAIN
    RISKS    Significant
    customers
    For theFor the


Six MonthsThree Months


EndedEnded September 30,


September 30,2006


2005


2006


2005Customer A


21
%


23
%


12
%


15
%Customer B


16
%


*



*



*Customer C


14
%


*



*



*Customer D


10
%


17
%


*



23
%Customer E


10
%


*



*



*Customer F


*



20
%


11
%


13
%Customer G


*



11
%


*



*Customer H


*



13
%


*



*      9




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##### Table of Contents



TVIA,
    INC. AND SUBSIDIARY
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
  Revenue
    by product
    For theFor the


Six MonthsThree Months


EndedEnded September 30,


September 30,Product Family

2006


2005


2006


20055700 TrueView


18
%


4
%


16
%


8
%5600 TrueView


38
%


44
%


37
%


39
%5300 CyberPro


*



16
%


*



11
%5200 CyberPro


36
%


36
%


37
%


35
%5000 CyberPro


1
%


*



2
%


1
%NRE and other


7
%


*



7
%


*100
%


100
%


100
%


94
%   Concentration
    of Credit Risk
      September 30,


March 31,2006


2006Customer A


47
%


*Customer B


11
%


24
%Customer C


*



17
%Customer D


*



11
%Customer E


*



11
%       Vendor
    Concentration
   10




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##### Table of Contents



TVIA,
    INC. AND SUBSIDIARY
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
    NOTE 9.
    SEGMENT
    AND GEOGRAPHIC INFORMATION        For theFor the


Six MonthsThree Months


EndedEnded September 30,


September 30,2006


2005


2006


2005China


41
%


37
%


33
%


44
%Korea


18
%


*



11
%


*United States


26
%


16
%


26
%


18
%Japan


*



16
%


14
%


13
%Europe


*



22
%


12
%


14
%       NOTE 10.
    COMMITMENTS
    AND CONTINGENCIES  Stock
    Repurchase
      Litigation
   11




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##### Table of Contents



TVIA,
    INC. AND SUBSIDIARY
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
    Richardson v. Tvia, Inc., et al. Richardson Richardson
  Whalehaven Capital
    Fund Limited v. Tvia, Inc., et al. Whalehaven Whalehaven Whalehaven
    Lease
    Commitments
       12




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##### Table of Contents



TVIA,
    INC. AND SUBSIDIARY
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
    Capitalized


OperatingFiscal Year

Lease Obligation


Leases


Total2007

$
125


$
152


$
2772008


225



205



4302009






32



32Total minimum payments


350


$
389


$
739Less: Amount representing interest


(7
)Present value of minimum payments


343Less: Current portion


(343
)Long-term portion

$
   NOTE 11.
    SUBSEQUENT
    EVENT  Form 10-Q
 13




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##### Table of Contents



ITEM 2:
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-Q Form 10-K/A
  Form 10-Q Form 10-Q 10-K/A
  Overview
       14




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##### Table of Contents



Form 10-Q
  Critical
    Accounting Policies and Estimates
  Form 10-K/A
 15




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##### Table of Contents



Results
    of Operations
    Three Months Ended September 30,


Six Months Ended September 30,2006


2005


2006


2005Revenues


100
%


100
%


100
%


100
%Cost of revenues


230
%


55
%


96
%


55
%Gross profit


(130
)%


45
%


4
%


45
%Operating expenses:Research and development


235
%


71
%


177
%


89
%Sales and marketing


66
%


41
%


82
%


44
%General and administrative


304
%


77
%


186
%


76
%Total operating expenses


595
%


189
%


445
%


209
%Operating loss


(725
)%


(144
)%


(441
)%


(164
)%Cumulative effect for forfeiture
    rate change


0
%


0
%


7
%


0
%Interest income


19
%


6
%


14
%


7
%Net loss


(706
)%


(138
)%


(420
)%


(157
)%   Three Months Ended


Six Months EndedSeptember 30,


September 30,2006


2005


% Change


2006


2005


% ChangeRevenues

$
731


$
1,755



(58
)%

$
1,803


$
2,863



(37
)%   Sino-American
    Three Months Ended


Six Months EndedSeptember 30,


September 30,2006


2005


% Change


2006


2005


% ChangeGross Margin

$
(948
)

$
794



(219
)%

$
74


$
1,294



(94
)%% of revenue


(130
)%


45
%






4
%


45
%     16




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##### Table of Contents



Three Months Ended


Six Months EndedSeptember 30,


September 30,2006


2005


% Change


2006


2005


% ChangeResearch and
    Development

$
1,645


$
1,252



31
%

$
3,196


$
2,535



26
%% of revenue


225
%


71
%






177
%


89
%     Three Months Ended


Six Months EndedSeptember 30,


September 30,2006


2005


% Change


2006


2005


% ChangeSales and Marketing

$
484


$
722



(33
)%

$
1,481


$
1,263



17
%% of revenue


66
%


41
%






82
%


44
%     Three Months Ended


Six Months EndedSeptember 30,


September 30,2006


2005


% Change


2006


2005


% ChangeGeneral and
    Administrative

$
2,224


$
1,354



(64
)%


3,348


$
2,168



54
%% of revenue


304
%


77
%






186
%


76
%     Cumulative effect for forfeiture rate
    change.
  Other income, net. .
  Provision for income tax.
 17




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##### Table of Contents



Liquidity
    and Capital Resources
            Purchase
    of Equity Securities by the Issuer and Affiliated
    Purchasers
      Off-Balance
    Sheet Arrangements
    Contractual
    Obligations
   18




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##### Table of Contents



Payment Due by PeriodContractual Obligations

Total


Less Than 1 Year


1-3 Years


3-5 Years


More Than 5 YearsCapital Lease Obligations

$
350


$
350






$



$
Operating Lease Obligations


389



261



128







Inventory Purchase Commitments


409



409











Total

$
1,148


$
1,020


$
128


$



$
     ITEM 3:
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Quantitative
    and Qualitative Discussion of Market Interest Rate Risk and
    Foreign Currency Exchange Risk
  Market
    Interest Rate Risk
    Foreign
    Currency Exchange Risk
   19




---



##### Table of Contents



ITEM 4:  CONTROLS
    AND PROCEDURES  Rule 13a-15(e)
    Form 10-K Rule 13a-15(e)
    Form 8-K
 20




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##### Table of Contents



Conclusion
    Regarding the Effectiveness of Disclosure Controls and
    Procedures
    Changes
    in internal controls
  Rule 13a-15(f)
 PART II:
    OTHER INFORMATION Item 1:  Legal
    Proceedings    Richardson v. Tvia, Inc., et al. Richardson Richardson
  Whalehaven Capital
    Fund Limited v. Tvia, Inc., et al. Whalehaven Whalehaven Whalehaven
   21




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##### Table of Contents



Item 1A:  Risk
    Factors  Any
    shortage of LCD panels or other key components has had and could
    have an adverse impact on our business and have a negative
    impact on our revenue and earnings.
  and/or and/or
  A
    significant amount of our revenues come from a few customers and
    any decrease in revenues from these customers could
    significantly impact our financial results.
        Our
    future operating results are likely to fluctuate and may fail to
    meet expectations which could cause our stock price to
    decline.
    
    availability and pricing of panels and other components for flat
    panel TVs;
    increased competition and competitive pricing pressures; 22




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##### Table of Contents




    the general condition of the semiconductor industry market;
    costs and outcome of legal proceedings;
    fluctuations in the volume of product sales, changes in product
    mix and pricing concessions on sales;
    customer inventory levels and market share;
    the timing, rescheduling or cancellation of significant customer
    orders;
    our ability to gain design wins with our customers and ramp new
    designs into production volumes;
    seasonal demand for products into which our products are
    incorporated;
    the timing of investments in, and the results of, research and
    development;
    changes in industry standards;
    introduction of interactive television services by service
    providers;
    availability of manufacturing capacity and raw materials, and
    inventory write-offs;
    product introductions and price changes by our competitors;
    our ability to specify, develop, introduce and market new
    products with smaller geometries, more features and higher
    levels of design integration in accordance with design
    requirements and design cycles;
    the level of orders received that can be shipped in a given
    period;
    changes in earning estimates or investment recommendations by
    analysts;
    changes in investors perceptions; and
    the effect of the terrorist attacks in the United States and any
    related conflicts or similar events worldwide.  We are
    party to securities litigation and potential claims that
    distract our management, are expensive to conduct and seek
    damage awards.
  Richardson v. Tvia, Inc., et al. Richardson Richardson
  Whalehaven Capital
    Fund Limited v. Tvia, Inc., et al. Whalehaven Whalehaven Whalehaven
   23




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##### Table of Contents



We
    currently rely on certain international customers for a
    substantial portion of our revenues and are subject to risks
    inherent in conducting business outside of the United
    States.
    
    difficulties in collecting accounts receivable
    difficulties in managing distributors or representatives
    exchange rate variations, tariffs, import restrictions and other
    trade barriers
    political and economic instability
    unexpected changes in regulatory requirements    We
    were required to defer significant amounts of revenue, and we
    may not be able to recognize those amounts if our customers do
    not pay us.
    We
    received a notice from The Nasdaq Stock Market that our common
    stock will be suspended from trading on November 30, 2006 and
    delisted for failure to timely file our September 30, 2006 Form
    10-Q.  If we are delisted from the Nasdaq Capital Market, the
    price and liquidity of our common stock may
    decline.
    New
    product announcements could result in decreased demand for our
    older products or a decline in our inventory value, which in
    turn may harm our business, financial position and operating
    results.
   24




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##### Table of Contents



We
    identified two material weaknesses in internal control over
    financial reporting during fiscal years 2006 and 2007. If we
    fail to maintain an effective system of internal controls, we
    may not be able to report our financial results accurately,
    which may cause investors to lose confidence in our reported
    financial information and have an adverse effect on the price of
    our common stock.
      Our
    industry is highly competitive, and we cannot assure you that we
    will be able to effectively compete.
    
    functionality;
    performance;
    time to market;
    price;
    conformity to industry standards;
    product road maps; and
    technical support.     25




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##### Table of Contents



We
    expect continuing losses and may not achieve profitability which
    could affect our ability to expand our business.
    A
    slowdown in the DTV market could significantly affect our
    revenue growth.
    We
    depend on two independent foundries to manufacture our products
    based on our forecasts, which could result in an oversupply or
    undersupply of products.
      We
    depend on third-party subcontractors for assembly of our
    semiconductors which reduces our control over the delivery,
    quantity, quality, or cost of our products.
   26




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##### Table of Contents



Our
    operating expenses may increase as we build our business and
    these increased expenses may impact our ability to become
    profitable.
    Because
    of our long product development process and sales cycle, we
    incur substantial expenses before we generate revenues and may
    not recover our expenditures.
      If we
    fail to successfully develop, introduce and sell new products,
    we may be unable to effectively compete in the
    future.
    
    our failure to complete new product designs in a timely manner;
    our inability to manufacture our new products according to
    design specifications;
    our inability to deliver our products to our customers in a
    timely manner for any reason, including lack of manufacturing
    capacity or the failure of our contracted foundries to meet
    targeted-manufacturing yields; and
    our sales forces and independent distributors
    inability to create adequate demand for our products. 27




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We may
    encounter periods of semiconductor oversupply, resulting in
    pricing pressure, as well as undersupply, resulting in a risk
    that we could be unable to fulfill our customers
    requirements.
    If we
    have to qualify new independent foundries for any of our
    products and do not have sufficient supply of our products on
    hand, we may lose revenues and damage our customer
    relationships.
          Our
    semiconductors are complex to manufacture and may have errors or
    defects which could be costly to correct.
   28




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Our
    software is complex and may have bugs or defects which could be
    costly to correct.
    If the
    industries into which we sell our products experience recession
    or other cyclical effects impacting our customers budgets,
    our operating results could be negatively
    impacted.
      We
    depend on key personnel, the loss of whom would impair or
    inhibit the growth of our business.
    We
    rely on strategic relationships to commercialize our products,
    and these relationships may require that we expend significant
    resources without guarantees that our endeavors will be
    profitable.
   29




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Political
    instability in the Peoples Republic of China or Taiwan
    could harm our manufacturing and research and development
    capabilities and negatively impact our product
    sales.
    If our
    competitors use our intellectual property and proprietary
    rights, our ability to compete would be impaired.
      We may
    face intellectual property infringement claims that could be
    costly and could result in the loss of proprietary rights which
    are necessary to our business.
    Regulation
    of our customers products may slow the process of
    introducing new products and could impair our ability to
    compete.
   30




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Item 2:  Unregistered
    Sales of Equity Securities and Use of Proceeds   31




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Item 6:  Exhibits
    and Reports on
    Form 8-K  ExhibitNumber

Exhibit Title3(i)
.1

Amended and Restated Certificate
    of Incorporation (incorporated by reference to Exhibit 3.3
    to Amendment No. 8 to the Companys Registration
    Statement on
    Form S-1
    (File
    No. 333-34024)).3(ii)
.1

Amended and Restated Bylaws of
    Tvia, Inc. (incorporated by reference to Exhibit 3(ii)1 to
    the Companys Annual Report on
    Form 10-K
    for the fiscal year ended March 31, 2006 (File
    No. 000-30539)).4
.1

Form of Common Stock Certificate
    (incorporated by reference to Exhibit 4.1 to Amendment
    No. 2 to the Companys Registration Statement on
    Form S-1
    (File
    No. 333-34024)).4
.2

Form of Amended and Restated
    Registration Rights Agreement dated as of April 3, 2000
    (incorporated by reference to Exhibit 4.2 to the
    Companys Registration Statement on
    Form S-1
    (File
    No. 333-34024)).4
.3

Form of Investor Warrant, issued
    by Tvia, Inc. to the investors in connection with the
    August 15, 2006 private offering. (incorporated by
    reference from Exhibit 99.2 filed with the Companys
    8-K on
    August 15, 2006).4
.4

Registration Rights Agreement
    (incorporated by reference from Exhibit 99.3 filed with the
    Companys
    8-K on
    August 15, 2006).10
.1

Securities Purchase Agreement,
    dated as of August 15, 2006, (incorporated by reference
    from Exhibit 99.1 filed with the Companys
    8-K on
    August 15, 2006).31
.1

Certification of Principal
    Executive Officer pursuant to Securities Exchange Act
    Rules 13a  15(e) and (f) and
    15d  15(e) and (f), as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2

Certification of Principal
    Financial Officer pursuant to Securities Exchange Act
    Rules 13a  15(e) and (f) and
    15d  15(e) and (f), as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1

Certification of Principal
    Executive Officer pursuant to 18.U.S.C. of Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.**32
.2

Certification of Principal
    Financial Officer pursuant to 18.U.S.C. of Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.**     **
    
    In accordance with Item 601(b) (32) (ii) of
    Regulation S-K
    and SEC Release Nos.
    33-8238 and
    34-47986,
    Final Rule: Managements Reports on Internal Control Over
    Financial Reporting and Certification of Disclosure in Exchange
    Act Periodic Reports, the certifications furnished in
    Exhibits 32.1 and 32.2 hereto are deemed to accompany this
    Form 10-Q
    and will not be deemed filed for purpose of
    Section 18 of the Exchange Act. Such certifications will
    not be deemed to be incorporated by reference into any filing
    under the Securities Act or the Exchange Act, except to the
    extent that the registrant specifically incorporates it by
    reference. 32




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SIGNATURES      By:
    /s/  Keith
    Yee        33




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EXHIBIT INDEX
  ExhibitNumber3(i)
.1

Amended and Restated Certificate
    of Incorporation (incorporated by reference to Exhibit 3.3
    to Amendment No. 8 to the Companys Registration
    Statement on
    Form S-1
    (File
    No. 333-34024)).3(ii)
.1

Amended and Restated Bylaws of
    Tvia, Inc. (incorporated by reference to Exhibit 3(ii)1 to
    the Companys Annual Report on Form
    10-K for the
    fiscal year ended March 31, 2006 (File No.
    000-30539)).4
.1

Form of Common Stock Certificate
    (incorporated by reference to Exhibit 4.1 to Amendment
    No. 2 to the Companys Registration Statement on
    Form S-1
    (File
    No. 333-34024)).4
.2

Form of Amended and Restated
    Registration Rights Agreement dated as of April 3, 2000
    (incorporated by reference to Exhibit 4.2 to the
    Companys Registration Statement on
    Form S-1
    (File No.
    333-34024)).4
.3

Form of Investor Warrant, issued
    by Tvia, Inc. to the investors in connection with the
    August 15, 2006 private offering. (incorporated by
    reference from Exhibit 99.2 filed with the Companys
    8-K on
    August 15, 2006).4
.4

Registration Rights Agreement
    (incorporated by reference from Exhibit 99.3 filed with the
    Companys
    8-K on
    August 15, 2006).10
.1

Securities Purchase Agreement,
    dated as of August 15, 2006, (incorporated by reference
    from Exhibit 99.1 filed with the Companys
    8-K on
    August 15, 2006).31
.1

Certification of Principal
    Executive Officer pursuant to Securities Exchange Act
    Rules 13a  15(e) and (f) and
    15d  15(e) and (f), as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2

Certification of Principal
    Financial Officer pursuant to Securities Exchange Act
    Rules 13a  15(e) and (f) and
    15d  15(e) and (f), as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1

Certification of Principal
    Executive Officer pursuant to 18.U.S.C. of Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.**32
.2

Certification of Principal
    Financial Officer pursuant to 18.U.S.C. of Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.**     **
    
    In accordance with Item 601(b)(32)(ii) of
    Regulation S-K
    and SEC Release Nos.
    33-8238 and
    34-47986,
    Final Rule: Managements Reports on Internal Control Over
    Financial Reporting and Certification of Disclosure in Exchange
    Act Periodic Reports, the certifications furnished in
    Exhibits 32.1 and 32.2 hereto are deemed to accompany this
    Form 10-Q
    and will not be deemed filed for purpose of
    Section 18 of the Exchange Act. Such certifications will
    not be deemed to be incorporated by reference into any filing
    under the Securities Act or the Exchange Act, except to the
    extent that the registrant specifically incorporates it by
    reference.