##### Table of Contents



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q

(Mark One)

[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2002

or

[   ]     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 0-30539

TVIA, INC.
(Exact name of registrant as specified in its charter)

|                                                                        |  |                                                   
|----------------------------------------------------------------------- |  | --------------------------------------------------
|Delaware
(State or other jurisdiction of
incorporation or organization) |  | 77-0549628
(I.R.S. employer
identification number)

4001 Burton Drive, Santa Clara, California 95054
(Address of Principal Executive Offices) (Zip Code)

Registrants telephone number, including area code: (408) 982-8588



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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  [X]     No  [   ]

On July 31, 2002, 22,065,660 shares of the Registrants Common Stock,
$0.001 par value per share, were outstanding.





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TABLE OF CONTENTS



|                              |                                                                                               |                                                                  |  |  |  |  |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------------------- |  |  |  |  |  | 
|PART I: FINANCIAL INFORMATION
|                              | ITEM 1: FINANCIAL STATEMENTS                                                                 
|                              |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)               
|                              |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)     
|                              |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)     
|                              |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
|                              | ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                              | ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|PART II: OTHER INFORMATION   
|                              | ITEM 1: LEGAL PROCEEDINGS                                                                    
|                              | ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS                                            
|                              | ITEM 3: DEFAULT UPON SENIOR SECURITIES                                                       
|                              | ITEM 4: SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS                                    
|                              | ITEM 5: OTHER INFORMATION                                                                    
|                              | ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES                   



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TVIA, INC. AND SUBSIDIARY

FORM 10-Q

QUARTERLY PERIOD ENDED JUNE 30, 2002

INDEX

|                                 |  |                                                                                       |    |                                                                                                   |    |      |   | 
|-------------------------------- |  | ------------------------------------------------------------------------------------- | -- | ------------------------------------------------------------------------------------------------- | -- | ---- | - | 
|                                 |  |                                                                                       |    |                                                                                                   |    | Page
|                                 |  |                                                                                       |    |                                                                                                   |    |     
|                                
|                                
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|                                
|                                
|Part I:    Financial Information
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|Item 1:                          |  | Financial Statements                                                                  |    |                                                                                                   |    |     
|                                
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|                                
|                                
|                                
|                                
|                                
|                                
|                                 |  |                                                                                       |    | Condensed Consolidated Balance Sheets June 30, 2002 and March 31, 2002                            |    |      | 1 | 
|                                
|                                
|                                
|                                
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|                                
|                                
|                                
|                                 |  |                                                                                       |    | Condensed Consolidated Statements of Operations for the Three Months Ended June 30,
2002 and 2001 |    |      | 2 | 
|                                
|                                
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|                                
|                                
|                                
|                                
|                                
|                                 |  |                                                                                       |    | Condensed Consolidated Statements of Cash Flows for the Three Months Ended
June 30, 2002 and 2001 |    |      | 3 | 
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|                                 |  |                                                                                       |    | Notes to Condensed Consolidated Financial Statements                                              |    |      | 4 | 
|                                
|                                
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|                                
|Item 2:                          |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |    |                                                                                                   | 9  |     
|                                
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|                                
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|                                
|Item 3:                          |  | Quantitative and Qualitative Disclosures About Market Risk                            |    |                                                                                                   | 23 |     
|                                
|                                
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|Part II:    Other Information   
|                                
|                                
|                                
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|                                
|Item 1:                          |  | Legal Proceedings                                                                     |    |                                                                                                   | 24 |     
|                                
|                                
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|                                
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|                                
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|                                
|Item 2:                          |  | Change in Securities and Use of Proceeds                                              |    |                                                                                                   | 24 |     
|                                
|                                
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|                                
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|                                
|                                
|                                
|Item 3:                          |  | Default upon Senior Securities                                                        |    |                                                                                                   | 24 |     
|                                
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|                                
|                                
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|Item 4:                          |  | Submission of Matters to Vote of Security Holders                                     |    |                                                                                                   | 24 |     
|                                
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|Item 5:                          |  | Other Information                                                                     |    |                                                                                                   | 24 |     
|                                
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|                                
|Item 6:                          |  | Exhibits and Reports on Form 8-K                                                      |    |                                                                                                   | 24 |     
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|Signatures                       |  |                                                                                       | 24 |                                                                                                  

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PART I: FINANCIAL INFORMATION




ITEM 1: FINANCIAL STATEMENTS




TVIA, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands)

|                                           |                                                                                                               |                           |              |         |          |        |           |         |        |        | 
|------------------------------------------ | ------------------------------------------------------------------------------------------------------------- | ------------------------- | ------------ | ------- | -------- | ------ | --------- | ------- | ------ | ------ | 
|                                           |                                                                                                               |                           |              |         | JUNE 30, |        | MARCH 31,
|                                           |                                                                                                               |                           |              |         | 2002     |        | 2002     
|                                           |                                                                                                               |                           |              |         |          |        |          
|ASSETS                                     |                                                                                                               |                           |              |         |          |        |           |        
|Current assets:                            |                                                                                                               |                           |              |         |          |        |           |        
|                                           | Cash and cash equivalents                                                                                     |                           | $            | 6,375   |          |        | $         | 6,445   |       
|                                           | Short-term investments                                                                                        |                           |              | 25,955  |          |        |           | 29,060  |       
|                                           | Accounts receivable, net                                                                                      |                           |              | 455     |          |        |           | 164     |       
|                                           | Inventories                                                                                                   |                           |              | 1,570   |          |        |           | 1,510   |       
|                                           | Other current assets and prepaid expenses                                                                     |                           |              | 881     |          |        |           | 1,262   |       
|                                           |                                                                                                               |                           |              |         |          |        |           |        
|                                           |                                                                                                               | Total current assets      |              |         | 35,236   |        |           |         | 38,441 |       
|Property and equipment, net                |                                                                                                               |                           | 2,876        |         |          |        | 2,945     |        
|Other assets                               |                                                                                                               |                           | 2,006        |         |          |        | 2,001     |        
|                                           |                                                                                                               |                           |              |         |          |        |           |        
|                                           |                                                                                                               |                           | Total assets |         | $        | 40,118 |           |         | $      | 43,387 | 
|                                           |                                                                                                               |                           |              |         |          |        |           |        
|LIABILITIES AND STOCKHOLDERS EQUITY       |                                                                                                               |                           |              |         |          |        |           |        
|Current liabilities:                       |                                                                                                               |                           |              |         |          |        |           |        
|                                           | Accounts payable                                                                                              |                           | $            | 794     |          |        | $         | 691     |       
|                                           | Accrued liabilities and other                                                                                 |                           |              | 1,895   |          |        |           | 1,771   |       
|                                           |                                                                                                               |                           |              |         |          |        |           |        
|                                           |                                                                                                               | Total current liabilities |              |         | 2,689    |        |           |         | 2,462  |       
|Commitments and contingencies (Note 6)     |                                                                                                               |                           |              |         |          |        |           |        
|Stockholders equity:                      |                                                                                                               |                           |              |         |          |        |           |        
|                                           | Common stock, $0.001 par value, 125,000 shares
authorized, 22,082 and 22,138 shares outstanding, respectively |                           |              | 22      |          |        |           | 22      |       
|                                           | Additional paid-in-capital                                                                                    |                           |              | 92,383  |          |        |           | 92,388  |       
|                                           | Deferred stock compensation                                                                                   |                           |              | (397    | )        |        |           | (595    | )     
|                                           | Accumulated comprehensive income                                                                              |                           |              | 57      |          |        |           | 31      |       
|                                           | Accumulated deficit                                                                                           |                           |              | (53,973 | )        |        |           | (50,261 | )     
|                                           | Treasury stock                                                                                                |                           |              | (663    | )        |        |           | (660    | )     
|                                           |                                                                                                               |                           |              |         |          |        |           |        
|Total stockholders equity                 |                                                                                                               |                           | 37,429       |         |          |        | 40,925    |        
|                                           |                                                                                                               |                           |              |         |          |        |           |        
|Total liabilities and stockholders equity |                                                                                                               | $                         | 40,118       |         |          | $      | 43,387    |        
|                                           |                                                                                                               |                           |              |         |          |        |           |        

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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TVIA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share amounts)

|                                                    |                                             |   |                    |        |      |   |         |        |  
|--------------------------------------------------- | ------------------------------------------- | - | ------------------ | ------ | ---- | - | ------- | ------ | -
|                                                    |                                             |   | THREE MONTHS ENDED
|                                                    |                                             |   | JUNE 30,          
|                                                    |                                             |   |                   
|                                                    |                                             |   | 2002               |        | 2001
|                                                    |                                             |   |                    |        |     
|Total revenues                                      |                                             | $ | 706                |        |      | $ | 2,463   |       
|Cost of revenues                                    |                                             |   | 456                |        |      |   | 3,611   |       
|                                                    |                                             |   |                    |        |      |   |         |       
|                                                    | Gross profit (loss)                         |   |                    | 250    |      |   |         | (1,148 | )
|Operating expenses:                                 |                                             |   |                    |        |      |   |         |       
|                                                    | Research and development                    |   |                    | 2,786  |      |   |         | 2,658  |  
|                                                    | Sales, general and administrative           |   |                    | 1,224  |      |   |         | 1,321  |  
|                                                    | Amortization of deferred stock compensation |   |                    | 198    |      |   |         | 393    |  
|                                                    |                                             |   |                    |        |      |   |         |       
|Total operating expenses                            |                                             |   | 4,208              |        |      |   | 4,372   |       
|                                                    |                                             |   |                    |        |      |   |         |       
|                                                    | Operating loss                              |   |                    | (3,958 | )    |   |         | (5,520 | )
|Interest income                                     |                                             |   | 246                |        |      |   | 572     |       
|                                                    |                                             |   |                    |        |      |   |         |       
|Net loss                                            |                                             | $ | (3,712             | )      |      | $ | (4,948) |       
|                                                    |                                             |   |                    |        |      |   |         |       
|Basic and diluted net loss                          |                                             | $ | (0.17              | )      |      | $ | (0.23   | )     
|                                                    |                                             |   |                    |        |      |   |         |       
|Shares used in computing basic and diluted
net loss |                                             |   | 21,983             |        |      |   | 21,493  |       
|                                                    |                                             |   |                    |        |      |   |         |       

The accompanying notes are an integral part of these Condensed Consolidated
Financial Statements.

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TVIA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)


|                                                 |                                                     |                                                  |        |                    |       |      |        |        |        |  
|------------------------------------------------ | --------------------------------------------------- | ------------------------------------------------ | ------ | ------------------ | ----- | ---- | ------ | ------ | ------ | -
|                                                 |                                                     |                                                  |        | THREE MONTHS ENDED
|                                                 |                                                     |                                                  |        | JUNE 30,          
|                                                 |                                                     |                                                  |        |                   
|                                                 |                                                     |                                                  |        | 2002               |       | 2001
|                                                 |                                                     |                                                  |        |                    |       |     
|Net cash used in operating activities            |                                                     | $                                                | (3,011 | )                  |       | $    | (1,533 | )     
|                                                 |                                                     |                                                  |        |                    |       |      |        |       
|Cash flows from investing activities:            |                                                     |                                                  |        |                    |       |      |        |       
|                                                 | Sales (purchases) of available-for-sale investments |                                                  |        | 3,131              |       |      |        | (2,460 | )     
|                                                 | Purchases of license technology                     |                                                  |        | (5                 | )     |      |        | (1,042 | )     
|                                                 | Purchases of property and equipment                 |                                                  |        | (177               | )     |      |        | (754   | )     
|                                                 |                                                     |                                                  |        |                    |       |      |        |       
|                                                 |                                                     | Net cash provided (used) by investing activities |        |                    | 2,949 |      |        |        | (4,256 | )
|                                                 |                                                     |                                                  |        |                    |       |      |        |       
|Cash flows from financing activities:            |                                                     |                                                  |        |                    |       |      |        |       
|                                                 | Proceeds from issuance of common stock              |                                                  |        | 3                  |       |      |        | 14     |       
|                                                 | Repurchase of common stock                          |                                                  |        | (11                | )     |      |        |       |       
|                                                 |                                                     |                                                  |        |                    |       |      |        |       
|                                                 |                                                     | Net cash provided (used) by financing activities |        |                    | (8    | )    |        |        | 14     |  
|                                                 |                                                     |                                                  |        |                    |       |      |        |       
|Decrease in cash and cash equivalents            |                                                     |                                                  | (70    | )                  |       |      | (5,775 | )     
|Cash and cash equivalents at beginning of period |                                                     |                                                  | 6,445  |                    |       |      | 21,267 |       
|                                                 |                                                     |                                                  |        |                    |       |      |        |       
|Cash and cash equivalents at end of period       |                                                     | $                                                | 6,375  |                    |       | $    | 15,492 |       
|                                                 |                                                     |                                                  |        |                    |       |      |        |       

The accompanying notes are an integral part of these Condensed Consolidated
Financial Statements.

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TVIA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1  BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments considered necessary for a fair presentation have been included.
Operating results for the three months ended June 30, 2002, are not necessarily
indicative of the results that may be expected for the fiscal year ended March
31, 2003.

Certain information and footnote disclosures normally included in the
financial statements prepared in accordance with general accepted accounting
principles have been condensed or omitted. It is suggested that these
accompanying unaudited condensed consolidated financial statements should be
read in conjunction with the audited consolidated financial statements of Tvia,
Inc. and subsidiary (the Company) for the fiscal year ended March 31, 2002,
which are included in the Companys Annual Report on Form 10-K filed with the
Securities and Exchange Commission on June 28, 2002.

NOTE 2  SUMMARY OF SIGNIFICANT POLICIES

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally
accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosures of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from
those estimates, and such differences could be material and affect the results
of operations reported in future periods.

Consolidation

The condensed consolidated financial statements herein presented include
the results and financial position of Tvia and its wholly-owned subsidiary in
China. The functional currency of the Chinese subsidiary is the U.S. dollar;
accordingly, all gains and losses arising from foreign currency transactions in
currencies other than the U.S. dollar are included in the condensed
consolidated statements of operations. All intercompany transactions and
balances have been eliminated in the consolidation.

Cash and Cash Equivalents and Short-Term Investments

The Company considers all highly liquid investment securities with
original maturities of three months or less from the date of purchase to be
cash and cash equivalents. Management determines the appropriate
classification of short-term investments at the time of purchase and evaluates
such designations as of each balance sheet date. To date, all short-term
investments have been classified as available-for-sale and are carried at fair
value with unrealized gains and losses, if any, included as a component of
accumulated comprehensive income in stockholders equity, net of any related
tax effects. Interest, dividends and realized gains and losses are included in
interest income in the condensed consolidated statements of operations. The
value of the Companys investments by major security type is as follows:

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|                                      |  |                                    |        |       |  |            |        |            |  |   |    |  |  |   |   | 
|------------------------------------- |  | ---------------------------------- | ------ | ----- |  | ---------- | ------ | ---------- |  | - | -- |  |  | - | - | 
|                                      |  | As of June 30, 2002 (in thousands)
|                                      |  |                                   
|                                      |  |                                    |        |       |  | Aggregated |        |            |  |   |    |  |  |  
|                                      |  | Amortized                          |        | Fair  |  | Unrealized |        | Unrealized
|                                      |  | Cost                               |        | Value |  | Gain       |        | Loss      
|                                      |  |                                    |        |       |  |            |        |           
|U.S. government and agency securities |  | $                                  | 4,395  |       |  | $          | 4,401  |            |  | $ | 6  |  |  | $ |  | 
|U.S. corporate and bank debt          |  |                                    | 21,503 |       |  |            | 21,554 |            |  |   | 51 |  |  |   |  | 
|                                      |  |                                    |        |       |  |            |        |            |  |   |    |  |  |   |   | 
|                                      |  | $                                  | 25,898 |       |  | $          | 25,955 |            |  | $ | 57 |  |  | $ |  | 
|                                      |  |                                    |        |       |  |            |        |            |  |   |    |  |  |   |   | 

|                                      |  |                                     |        |       |  |            |        |            |  |   |    |  |  |   |    |  
|------------------------------------- |  | ----------------------------------- | ------ | ----- |  | ---------- | ------ | ---------- |  | - | -- |  |  | - | -- | -
|                                      |  | As of March 31, 2002 (in thousands)
|                                      |  |                                    
|                                      |  |                                     |        |       |  | Aggregated |        |            |  |   |    |  |  |  
|                                      |  | Amortized                           |        | Fair  |  | Unrealized |        | Unrealized
|                                      |  | Cost                                |        | Value |  | Gain       |        | Loss      
|                                      |  |                                     |        |       |  |            |        |           
|U.S. government and agency securities |  | $                                   | 2,249  |       |  | $          | 2,241  |            |  | $ |   |  |  | $ | (8 | )
|U.S. corporate and bank debt          |  |                                     | 26,780 |       |  |            | 26,819 |            |  |   | 39 |  |  |   |   |  
|                                      |  |                                     |        |       |  |            |        |            |  |   |    |  |  |   |    |  
|                                      |  | $                                   | 29,029 |       |  | $          | 29,060 |            |  | $ | 39 |  |  | $ | (8 | )
|                                      |  |                                     |        |       |  |            |        |            |  |   |    |  |  |   |    |  

Revenue Recognition

The Company recognizes revenue from product sales upon shipment to
original equipment manufacturers, or OEMs, and end users provided that
persuasive evidence of an arrangement exists, the price is fixed, title has
transferred, collection of resulting receivables is reasonably assured, there
are no customer acceptance requirements, and there are no remaining significant
obligations. Reserves for sales returns and allowances are recorded at the
time of shipment. Sales to distributors are made under agreements allowing for
returns or credits under certain circumstances. The Company defers recognition
of revenue on sales to distributors until products are resold by the
distributor to the end user.

The Company also sells software development kits and application modules
to OEMs. The Company recognizes sales of software development kits and
application modules in accordance with the American Institute of Certified
Public Accountants Statement of Position 97-2 Software Revenue Recognition
(SOP 97-2), as amended by SOP 98-4 and SOP 98-9. Under SOP 97-2, software
revenues are recognized when an agreement has been executed or a definitive
purchase order has been received and the product has been delivered, no
significant obligations with regard to implementation remain, the fee is fixed
and determinable and collectibility is probable. For the quarters ended June
30, 2002 and 2001, revenues from the sale of software development kits and
application modules were less than 10% of net revenues.

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Revenues to significant customers, those representing approximately 10% or
more of total revenues for the respective periods, are summarized as follows:

|           |  |                  |    |      |  |  |    |  
|---------- |  | ---------------- | -- | ---- |  |  | -- | -
|           |  | The three months
|           |  | ended June 30,  
|           |  |                 
|           |  | 2002             |    | 2001
|           |  |                  |    |     
|Customer A |  |                  | *  |      |  |  | 48 | %
|Customer B |  |                  | *  |      |  |  | 24 | %
|Customer C |  |                  | *  |      |  |  | 12 | %
|Customer D |  |                  | 41 | %    |  |  | *  |  
|Customer E |  |                  | 12 | %    |  |  | *  |  

(* = less than 10%)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of bank deposits and accounts
receivable. The Company places its cash and cash equivalents in checking and
money market accounts in financial institutions and in short-term investment
securities. The Companys accounts receivable are derived primarily from sales
to OEMs and distributors. The Company performs ongoing credit evaluations of
its customers and maintains an allowance for potential doubtful accounts.

As of June 30 and March 31, 2002, accounts receivable were concentrated with customers as follows:

|                     |            |  |          |    |           |  |  |    |  
|-------------------- | ---------- |  | -------- | -- | --------- |  |  | -- | -
|                     |            |  | June 30, |    | March 31,
|                     |            |  | 2002     |    | 2002     
|                     |            |  |          |    |          
|Accounts receivable: |            |  |          |    |           |  |  |   
|                     | Customer A |  |          | 16 | %         |  |  | *  |  
|                     | Customer B |  |          | 56 | %         |  |  | *  |  
|                     | Customer C |  |          | *  |           |  |  | 71 | %

(* = less than 10%)

Comprehensive Loss

The Company adopted Statement of Financial Accounting Standards (SFAS)
No. 130 Reporting Comprehensive Income which establishes standards for
reporting and displaying comprehensive income in a full set of financial
statements. Comprehensive income or loss includes unrealized investment gains
(losses) that have been previously excluded from net loss and reflected instead
as a component of accumulated comprehensive income or loss in stockholders
equity. A summary of comprehensive loss is as follows (in thousands):

|                                                                      |  |                    |        |      |  |   |        |  
|--------------------------------------------------------------------- |  | ------------------ | ------ | ---- |  | - | ------ | -
|                                                                      |  | Three months ended
|                                                                      |  | June 30,          
|                                                                      |  |                   
|                                                                      |  | 2002               |        | 2001
|                                                                      |  |                    |        |     
|Net loss                                                              |  | $                  | (3,712 | )    |  | $ | (4,948 | )
|Change in unrealized gains (losses)
on available-for-sale
investments |  |                    | 26     |      |  |   | (25    | )
|                                                                      |  |                    |        |      |  |   |        |  
|Comprehensive loss                                                    |  | $                  | (3,686 | )    |  | $ | (4,973 | )
|                                                                      |  |                    |        |      |  |   |        |  

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Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board (FASB) issued
SFAS No. 141 and SFAS No. 142, Business Combinations and Goodwill and Other
Intangibles. SFAS No. 141 requires all business combinations initiated after
June 30, 2001 to be accounted for using the purchase method. Under SFAS No.
142, goodwill is no longer subject to amortization over its estimated useful
life. Rather, goodwill is subject to at least an annual assessment for
impairment, applying a fair-value based test. Additionally, an acquired
intangible asset should be separately recognized if the benefit of the
intangible asset is obtained through contractual or other legal rights, or if
the intangible asset can be sold, transferred, licensed, rented, or exchanged,
regardless of the acquirers intent to do so. Other intangible assets will
continue to be valued and amortized over their estimated lives; in-process
research and development will continue to be written off immediately. The
Company adopted SFAS No. 141 and SFAS No. 142 as of April 1, 2002. The
adoption of SFAS No. 141 and SFAS No. 142 did not have a material impact on the
Companys consolidated financial statements.

In August 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. SFAS No. 144 establishes one
accounting model to be used for long-lived assets to be disposed of by sale,
and broadens the presentation of discontinued operations to include more
disposal operations. SFAS No. 144 supersedes SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of,
and the accounting and reporting provisions of APB Opinion No. 30. SFAS No.
144 is effective for fiscal years beginning after December 15, 2001. The
Company adopted SFAS No. 144 as of April 1, 2002. The adoption of SFAS No. 144
did not have a material impact on the Companys consolidated financial
statements.

On April 30, 2002, the FASB issued SFAS No. 145, which rescinds SFAS No.
4, which required all gains and losses from extinguishment of debt to be
aggregated and, if material, classified as an extraordinary item, net of
related income tax effect. As a result, the criteria in Accounting Principles
Board Opinion No. 30 will now be used to classify those gains and losses. SFAS
No. 145 amends SFAS No. 13 to require that certain lease modifications that
have economic effects similar to sale-leaseback transactions be accounted for
in the same manner as sale-leaseback transactions. The Company adopted SFAS
No. 145 as of April 1, 2002. The adoption of SFAS No. 145 did not have a
material impact on the Companys financial statements.

In July 2002, the FASB issued SFAS No. 146, Accounting for Exit of
Disposal Activities. SFAS No. 146 addresses the recognition, measurement and
reporting of costs associated with exit and disposal activities, including
restructuring activities that are currently accounted for pursuant to the
guidance set forth in Emerging Issues Task Force (EITF) Issue No. 94-3,
Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring). The scope of SFAS No. 146 includes costs related to
terminating a contract that is not a capital lease, costs to consolidate
facilities or relocate employees, and certain termination benefits provided to
employees who are involuntarily terminated. SFAS No. 146 is effective for exit
or disposal activities initiated after December 31, 2002. Management does not
expect the adoption of SFAS No. 146 to have a significant impact on its
financial position or results of operations.

NOTE 3  INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out) or
market value and include materials, labor and overhead. The Company
periodically evaluates the quantities on hand relative to current and
historical selling prices and historical and projected sales volume. Based on
these evaluations, provisions are made to reduce excess inventories down to
their net realizable value. It is possible that estimates of net realizable
value can change in the near term. Inventories consist of the following (in
thousands):

|                |  |          |       |           |  |   |       | 
|--------------- |  | -------- | ----- | --------- |  | - | ----- | 
|                |  | June 30, |       | March 31,
|                |  | 2002     |       | 2002     
|                |  |          |       |          
|Raw material    |  | $        | 801   |           |  | $ | 371   | 
|Work-in-process |  |          | 139   |           |  |   | 220   | 
|Finished goods  |  |          | 630   |           |  |   | 919   | 
|                |  |          |       |           |  |   |       | 
|                |  | $        | 1,570 |           |  | $ | 1,510 | 
|                |  |          |       |           |  |   |       | 

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NOTE 4  NET LOSS PER SHARE

Net loss per share has been calculated in accordance with the SFAS No.
128, Earnings per Share. Basic net loss per share is computed using the
weighted average number of shares of common stock outstanding. Diluted loss
per share information is the same as basic net loss per share since common
shares issuable upon conversion of redeemable convertible preferred stock,
convertible preferred stock, stock options and warrants are antidilutive. The
total numbers of shares excluded from diluted net loss per share relating to
these securities were 4,424,286 and 2,984,959 with an average exercise price of
$2.57 and $4.74 for the three months ended June 30, 2002 and 2001,
respectively.

The following table sets forth the computation of basic and diluted net
loss per share (in thousands except per share amounts):

|                                                                               |                                                                     |   |                    |        |      |   |        |        |  
|------------------------------------------------------------------------------ | ------------------------------------------------------------------- | - | ------------------ | ------ | ---- | - | ------ | ------ | -
|                                                                               |                                                                     |   | Three months ended
|                                                                               |                                                                     |   | June 30,          
|                                                                               |                                                                     |   |                   
|                                                                               |                                                                     |   | 2002               |        | 2001
|                                                                               |                                                                     |   |                    |        |     
|Net loss attributable to common stockholders                                   |                                                                     | $ | (3,712             | )      |      | $ | (4,948 | )     
|                                                                               |                                                                     |   |                    |        |      |   |        |       
|Basic and diluted:                                                             |                                                                     |   |                    |        |      |   |        |       
|                                                                               | Weighted average shares of common stock
outstanding                 |   |                    | 22,155 |      |   |        | 21,839 |  
|                                                                               | Less: Weighted average shares of common
stock subject to repurchase |   |                    | (172   | )    |   |        | (346   | )
|                                                                               |                                                                     |   |                    |        |      |   |        |       
|Weighted average shares used in computing basic
and diluted net loss per share |                                                                     |   | 21,983             |        |      |   | 21,493 |       
|                                                                               |                                                                     |   |                    |        |      |   |        |       
|Basic and diluted net loss per share attributable
to common stockholders       |                                                                     | $ | (0.17              | )      |      | $ | (0.23  | )     
|                                                                               |                                                                     |   |                    |        |      |   |        |       

NOTE 5  INCOME TAXES

The Company accounts for income taxes in accordance with SFAS No. 109
Accounting for Income Taxes. Deferred tax assets and liabilities are
recognized for the estimated future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates in effect for the year in
which those temporary differences are expected to be recorded or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.

As a result of the Companys continued losses, there was no provision for
income taxes for the three months ended June 30, 2002 and 2001.

NOTE 6  COMMITMENTS AND CONTINGENCIES

The Company is subject to various claims which arise in the normal course
of business. In the opinion of management, the Company is unaware of any
claims, which would have a material adverse effect on the financial position,
liquidity or results of operations of the Company.

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NOTE 7  SUBSEQUENT EVENT

On July 31, 2002, the Company reduced headcount to further align the
Companys cost structure with changing market conditions. This
reduction-in-force represented approximately 25% of the U.S. operations and 15%
of the China operations. The Company will record restructuring charges in the
second quarter of fiscal 2003 in connection with this plan.




ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

This Managements Discussion and Analysis of Financial Condition and
Results of Operations should be read in conjunction with the unaudited
condensed financial statements and notes thereto set forth in Item 1 of this
report. The statements contained in this report that are not purely historical
are forward-looking statements, including statements regarding our
expectations, beliefs, intentions, or strategies regarding the future.

When used in this discussion, the words expects, anticipates,
estimates, and similar expressions are intended to identify forward-looking
statements. These statements relate to future periods and include statements
as to expected revenues and sources of revenues, the effects of our lengthy
sales cycle, decreases in sales to our top customers, reasons for decreased
revenues, including the slowdown of the interactive television industry, an
inventory correction, delay in customer product introductions and general
economic uncertainty, our expenses and expenditures, including our operating,
research and development, and general and administrative expenses, net losses,
defects or bugs in our products or software, future profitability, factors that
may affect our gross margin, future sales to key customers, the level of our
export sales, development of new products, research and development in China,
reliance on a small number of original equipment manufacturers, receipt of and
payment for wafers, future orders of our products, our ability to compete,
increasing competition in our markets and our competitors, sales to customers
outside of the United States, uses and adequacy of our current cash, cash
equivalents and short-term investments, the reasonableness of our accounting
assumptions and estimates, effect of foreign currency exchange rates, and
changes in interest rates, are subject to risks and uncertainties that could
cause actual results to differ materially from those projected.

These risks and uncertainties include, but are not limited to, those risks
discussed below, as well as risks relating to as slower than anticipated
emergence of the interactive television market; the effect of the terrorist
attacks in the United States and any resulting conflicts or similar events
worldwide on our customers demand of our products; the impact of worldwide
events on our operations in China; general economic conditions and specific
conditions in the markets we address; dependence on a key customer or OEM; the
loss of a key customer; decreases in or losses of sales to a key OEM; our
ability to specify, develop or acquire, complete, introduce, market and
transition to volume production new products and technologies in a timely
manner; the volume of our product sales and pricing concessions on volume
sales; the qualification, availability and pricing of competing products and
technologies and the resulting effects on sales and pricing of our products;
fluctuations in the manufacturing yields of our third party semiconductor
foundries and other problems or delays in the fabrication, assembly, testing or
delivery of our products; purchases of capital assets; changes in our products
or customer mix; the risk that excess inventory may result in write-offs, price
erosion and decreased demand; the level of orders received that can be shipped
in a fiscal quarter; the impact of foreign currency exchange rates; and the
matters discussed in Factors that May Affect Results. These forward-looking
statements speak only as of the date hereof. The Company expressly disclaims
any obligation or undertaking to release publicly any updates or revisions to
any forward-looking statements contained herein to reflect any change in the
Companys expectations with regard thereto or any change in events, conditions
or circumstances on which any statement is based.

Overview

We design, develop and market multi-media display processors for the
advanced television and emerging display markets. Our multi-media display
processors accept video, graphics and audio signals from terrestrial

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broadcast, narrow band telephone lines, cable, satellite and the Ethernet
and blend them together on one or more displays for a high quality, customized
and interactive viewing experience.

We currently offer three product families: the CyberPro 5202 family,
introduced in calendar year 2002; the CyberPro 5300 family, introduced in
calendar year 1999; and the CyberPro 5000 family, introduced in calendar year
1998. These product families currently generate most of our revenues. We sell
our products through two channels. First, we sell our products directly to
original equipment manufacturers, or OEMs, and recognize revenues at the time
of shipment to these OEMs. We sell our products to a number of distributors.
We defer recognition of revenues for sales to our distributors until the
distributors also have sold our products to end-users. We also generate
revenues from licensing software which we believe will continue to constitute a
small percentage of total revenues in the future.

Approximately 90% and 43% of our total revenues for the three months ended
June 30, 2002 and 2001, respectively, were derived from customers located
outside the United States. All of our revenues to date have been denominated
in United States dollars. Historically, a relatively small number of customers
and distributors have accounted for a significant portion of our product sales.
Our top three customers, including distributors, accounted for 61% and 85%
of total revenues in the three months ended June 30, 2002 and 2001,
respectively.

Various factors have affected and may continue to affect our gross margin.
These factors include, but are not limited to, our product mix, the position
of our products in their respective life cycles, yields and the mix of our
product sales and development contracts and other revenues. For example, newly
introduced products generally have higher average selling prices and generate
higher gross margins. Both average selling prices and the related gross
margins typically decline over product life cycles due to competitive pressures
and volume price agreements. Our gross margin and operating results in the
future may continue to fluctuate as a result of these and other factors.

The sales cycle for the test and evaluation of our products can range from
three months to nine months or more, with an additional three to nine months or
more before an OEM customer commences volume production of equipment
incorporating our products, if ever. Due to these lengthy sales cycles, we may
experience a delay between incurring operating expenses and inventory costs and
the generation of revenues from design wins.

We have sustained losses on a quarterly and annual basis since inception.
As of June 30, 2002, we had an accumulated deficit of approximately $54.0
million. These losses resulted from significant costs incurred in the planning
and development of our technology and services and from significant marketing
costs. We expect to experience significant increases in our operating
expenses, particularly in research and development, as we design and market new
technologies.

We anticipate lower revenues for at least the next two quarters as
compared to the same period in the prior fiscal year. We believe that this is
due to general economic conditions, a slowdown in the interactive television
industry caused by a slower than anticipated emergence of the interactive
television market, a general industry inventory correction, and delay in
customer product introductions in order to incorporate additional third party
features. Due to anticipated lower revenues and continued increased spending
on research and development, we anticipate that we will continue to incur net
losses at least at the level incurred in the quarter ended June 30, 2002 for at
least the next three quarters.

We have a subsidiary in Hefei, Peoples Republic of China, which performs
research and development, and a branch office in Taipei, Taiwan and Berkshire,
United Kingdom, which are primarily engaged in sales efforts.

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Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America requires us to
make estimates and assumptions that affect the reported amounts of assets and
liabilities as of the date of the financial statements and the reported amounts
of net revenue and expenses during the reporting period. We regularly evaluate
our estimates and assumptions related to allowances for doubtful accounts,
sales returns and allowances, inventory reserves, purchased intangible asset
valuations, warranty reserves, and other contingencies. We base our estimates
and assumptions on historic experience and on various other factors that we
believe to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. To the extent there are
material differences between our estimates and the actual results, our future
results of operations will be affected.

We believe the following critical accounting policies, among others,
affect the significant judgments and estimates we use in the preparation of our
consolidated financial statements:



| |  |  | Revenues.We recognize revenues from product sales upon shipment
to OEMs and end users provided that persuasive evidence of an
arrangement exists, the price is fixed, title has transferred,
collection of resulting receivables is reasonably assured, there are no
customer acceptance requirements, and there are no remaining
significant obligations. Reserves for sales returns and allowances are
recorded at the time of shipment. Our sales to distributors are made
under agreements allowing for returns or credits under certain
circumstances. We defer recognition of revenue on sales to distributors
until products are resold by the distributor to the end user.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Warranty. Our products typically carry a one-year warranty. We
provide reserves for estimated product warranty costs at the time
revenue is recognized. Although we engage in extensive product quality
programs and processes, our warranty obligation is affected by product
failure rates, use of materials and service delivery costs incurred in
correcting a product failure. Should actual product failure rates, use
of materials or service delivery costs differ from our estimates,
additional warranty reserves could be required, which could reduce
gross margins.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  |  | Receivables. We maintain an allowance for doubtful accounts for
estimated losses resulting from the inability of customers to make
required payments. If the financial condition of our customers were to
deteriorate, resulting in an impairment of their ability to make
payments, additional allowances could be required.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  |  | Inventory. We write down our inventory for estimated obsolescence
or unmarketable inventory equal to the difference between the cost of
inventory and the estimated realizable value based upon assumptions
about future demand and market conditions. If actual market conditions
are less favorable than those projected by management, additional
inventory write-downs could be required.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  |  | Impairment of Long-Lived Assets.We evaluate long-lived assets used
in operations, including purchased intangible assets, when indicators
of impairment, such as reductions in demand or significant economic
slowdowns in the semiconductor industry, are present. Reviews are
performed to determine whether the carrying value of assets is impaired
based on comparison to the undiscounted expected future cash flows. If
the comparison indicates that there is impairment, the impaired asset
is written down to fair value. Impairment is based on the excess of the
carrying amount over the fair value of those assets. Significant
management judgment is required in the forecast of future operating
results that is used in the preparation of expected discounted cash
flows. It is reasonably possible that the estimates of anticipated
future net revenue, the remaining estimated economic life of the
products and technologies, or both, could differ from those used to
assess the recoverability of these assets. In that event, additional
impairment charges or shortened useful lives of certain long-live
assets could be required.

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Results of Operations

The following table sets forth, for the periods indicated, certain
financial data as a percentage of revenue:

|                                            |  |                        |      |      |  |  |      |   
|------------------------------------------- |  | ---------------------- | ---- | ---- |  |  | ---- | --
|                                            |  | The three months ended
|                                            |  | June 30,              
|                                            |  |                       
|                                            |  | 2002                   |      | 2001
|                                            |  |                        |      |     
|Revenues                                    |  |                        | 100  | %    |  |  | 100  | % 
|Cost of revenues                            |  |                        | 65   |      |  |  | 146  |   
|                                            |  |                        |      |      |  |  |      |   
|Gross profit (loss)                         |  |                        | 35   |      |  |  | (46  | ) 
|                                            |  |                        |      |      |  |  |      |   
|Operating expenses:                         |  |                        |      |      |  |  |      |   
|Research and development                    |  |                        | 395  |      |  |  | 108  |   
|Sales, general and administrative           |  |                        | 173  |      |  |  | 54   |   
|Amortization of deferred stock compensation |  |                        | 28   |      |  |  | 16   |   
|                                            |  |                        |      |      |  |  |      |   
|Total operating expenses                    |  |                        | 596  |      |  |  | 178  |   
|                                            |  |                        |      |      |  |  |      |   
|Operating loss                              |  |                        | (561 | )    |  |  | (224 | ) 
|Interest income                             |  |                        | 35   |      |  |  | 23   |   
|                                            |  |                        |      |      |  |  |      |   
|Net loss                                    |  |                        | (526 | )%   |  |  | (201 | )%
|                                            |  |                        |      |      |  |  |      |   

Revenues. Revenues decreased to $706,000 in the three months ended June
30, 2002 compared to $2.5 million in the three months ended June 30, 2001. The
decrease was primarily due to a decline in revenues from Prediwave, our largest
customer in fiscal 2002, weak global general economic conditions and a slower
than anticipated emergence of the interactive television market. Revenues from
two customers, Siemens Communications Ltd. and Micro Network Korea Co., Ltd.,
accounted for 41% and 12%, respectively, of total revenues for the three months
ended June 30, 2002. Revenues from three customers, Prediwave Corporation,
Weikeng Industrial, Ltd., a distributor, and General Instruments, Inc.,
accounted for 48%, 24% and 12%, respectively, of total revenues for the three
months ended June 30, 2001.

Gross margin. Gross margin for the three months ended June 30, 2002 was
35%. Cost of goods sold in the quarter ended June 30, 2001 included an
inventory charge of $2.1 million related to slow moving inventory impacted by
the reduced revenue levels in the interactive television market and
in-transition inventory items within the 5000 product family. Excluding this
charge, gross margin was 39% in the three months ended June 30, 2001. The
decrease in gross margin, excluding inventory charges, resulted primarily from
unabsorbed overhead on lower revenues between periods. Many factors affect our
profit margin, including, but not limited to, our product mix, the position of
our products in their respective life cycles, yields and the mix of our product
sales and development contracts and other revenues.

Research and development. Research and development expenses include
personnel and other costs associated with the development of product designs,
process technology, software and programming hardware. Our research and
development expenses reflect our continuing efforts to develop and bring to
market innovative and cost effective semiconductors that process the rich media
content available on the Internet and the broadband network. Research and
development expenses increased to $2.8 million in the three months ended June
30, 2002 from $2.7 million in the three months ended June 30, 2001. The
increase in absolute dollars was primarily attributable to an increase in the
number of research and development personnel in the Peoples Republic of China
as compared to the same period in fiscal 2002. Our research and development
activities in the Peoples Republic of China provide software and application
specific integrated circuit development support to our domestic operations. We
employed 212 engineers and supporting staff in the Peoples Republic of China
at June 30, 2002. Research and development expenses as a percentage of total
revenues were 395% in the first three months ended June 30, 2002 compared to
108% in the same period of fiscal 2002. The increase in research and
development expenses as a percentage of revenues in the first three months
ended June 30, 2002 compared to the same period of fiscal 2002 is attributable
to the decrease in revenues between periods. We expect absolute research and
development expenses in the next quarter to remain flat compared to the quarter
ended June 30, 2002.

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Sales, general and administrative. Sales, general and administrative
expenses consist primarily of personnel and other costs associated with the
management of our business and with the sale and marketing of our products.
Sales, general and administrative expenses decreased slightly to $1.2 million
in the three months ended June 30, 2002 from $1.3 million in the three months
ended June 30, 2001. The decrease was primarily due to a decline in salaries
and wages related to a lower headcount. Sales, general and administrative
expenses as a percentage of total revenues was 173% in the first three months
of fiscal year 2003 compared to 54% in the same period of fiscal year 2002.
The increase in sales, general and administrative expenses as a percentage of
revenues in the three months ended June 30, 2002 compared to the quarter ended
June 30, 2001 is attributable to the decrease in revenues between periods. We
expect that sales, general and administrative expenses in the next quarter will
be approximately at the same level as the quarter ended June 30, 2002.

Amortization of deferred stock compensation. We grant stock options to
hire, motivate and retain employees. We incurred stock compensation expense of
$198,000 and $393,000 in the three months ended June 30, 2002 and 2001,
respectively.

Interest income. Interest income was $246,000 for the three months ended
June 30, 2002, compared to $572,000 for the three months ended June 30, 2001.
The decrease resulted from a lower return on our investments and declining
levels of amount of cash and investments.

Provision for income tax. We are taxed in our jurisdictions of operations
based on the extent of taxable income generated in each jurisdiction. For
income tax purposes, revenues are attributed to the taxable jurisdiction where
the sales transactions generating the revenues were initiated. We incurred
operating losses in the three months ended June 30, 2002 and 2001, and
therefore made no provision for income tax in these periods.

Liquidity and Capital Resources

During the three months ended June 30, 2002, we used $3.0 million of cash
and cash equivalents in our operating activities as compared to $1.5 million
during the three months ended June 30, 2001. Cash used in operations during
the three months ended June 30, 2002 resulted primarily from net loss of $3.7
million partially offset by non-cash items of depreciation and amortization of
$0.4 million. Cash used in operations during the three months ended June 30,
2001 resulted primarily from net loss of $4.9 million offset by decreases of
$2.2 million and $0.8 million in inventory and accounts receivables,
respectively, and non-cash items of depreciation and amortization of $0.6
million.

Capital equipment and license technology purchases in the three months
ended June 30, 2002 were $0.2 million. Technology acquisition and capital
equipment purchases totaled $1.0 million and $754,000 in the three months ended
June 30, 2001, respectively.

At June 30, 2002, our principal source of liquidity consisted of cash and
cash equivalents and short-term investments totaling $32.3 million. Working
capital at June 30, 2002 was $32.5 million.

The following represent our more significant working capital commitments:

On November 10, 2001, the Board of Directors authorized a stock repurchase
program to acquire outstanding common stock in the open market. Under this
program, the Board of Directors authorized the acquisition of up to 200,000 of
common stock. As of June 30, 2002, we had acquired 3,000 shares on the open
market that we hold as treasury shares. At the July 31, 2002 stock price, the
proceeds to be used to acquire up to an additional 197,000 shares of our common
stock would have a minimal impact on our current cash, cash equivalent and
short-term investment balances.

We lease facilities under non-cancelable operating leases expiring at
various dates through June 2005. Under the terms of the leases, we are
responsible for a portion of the facilities operating expenses, insurance and
property taxes.

We place purchase orders with wafer foundries throughout its normal course
of business. As of June 30, 2002, we had approximately $298,000 of outstanding
purchase commitments with a supplier for the purchase of wafers. We expect to
receive and pay for the wafers, within the next six months, from its existing
cash balances.

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Future payments due under building lease and purchase commitments as of
June 30, 2002 are as follows (in thousands):

|       |  |          |     |             |  |       |     |  |  |   |       | 
|------ |  | -------- | --- | ----------- |  | ----- | --- |  |  | - | ----- | 
|Fiscal |  | Building |     | Purchase    |  |       |     | 
|Year   |  | Lease    |     | Commitments |  | Total
|       |  |          |     |             |  |      
|2003   |  | $        | 443 |             |  | $     | 298 |  |  | $ | 741   | 
|2004   |  |          | 227 |             |  |       |    |  |  |   | 227   | 
|2005   |  |          | 48  |             |  |       |    |  |  |   | 48    | 
|2006   |  |          | 11  |             |  |       |    |  |  |   | 11    | 
|       |  |          |     |             |  |       |     |  |  |   |       | 
|       |  | $        | 729 |             |  | $     | 298 |  |  | $ | 1,027 | 
|       |  |          |     |             |  |       |     |  |  |   |       | 

Based on our current expectations, we believe that our cash and cash
equivalents and short-term investment, which totaled $32.3 million at June 30,
2002, will be sufficient to meet our working capital and capital requirements
through at least the next twelve months. In the three months ended June 30,
2002, cash, cash equivalents and short-term investments decreased by $3.2
million. As a result of anticipated net losses and purchases of capital
assets, we anticipate that we will use approximately the same amount on a
quarterly basis in fiscal 2003. We may also utilize cash to acquire or invest
in complementary businesses or to obtain the use of complementary technologies.

There were no significant related party transactions during the three
months ended June 30, 2002.

Inflation

The impact of inflation on our business was material for the periods ended
June 30, 2002 and 2001.

Recent Accounting Pronouncements

In July 2001, the FASB issued SFAS No. 141 and SFAS No. 142, Business
Combinations and Goodwill and Other Intangibles. SFAS No. 141 requires all
business combinations initiated after June 30, 2001 to be accounted for using
the purchase method. Under SFAS No. 142, goodwill is no longer subject to
amortization over its estimated useful life. Rather, goodwill is subject to at
least an annual assessment for impairment, applying a fair-value based test.
Additionally, an acquired intangible asset should be separately recognized if
the benefit of the intangible asset is obtained through contractual or other
legal rights, or if the intangible asset can be sold, transferred, licensed,
rented, or exchanged, regardless of the acquirers intent to do so. Other
intangible assets will continue to be valued and amortized over their estimated
lives; in-process research and development will continue to be written off
immediately. We adopted SFAS No. 141 and No. 142 as of April 1, 2002. The
adoption of SFAS No. 141 and No. 142 did not have a material impact on our
consolidated financial statements.

In August 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. SFAS No. 144 establishes one
accounting model to be used for long-lived assets to be disposed of by sale,
and broadens the presentation of discontinued operations to include more
disposal operations. SFAS No. 144 supersedes SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of,
and the accounting and reporting provisions of APB Opinion No. 30. SFAS No.
144 is effective for fiscal years beginning after December 15, 2001. We
adopted SFAS No. 144 as of April 1, 2002. The adoption of SFAS No. 144 did not
have a material impact on our consolidated financial statements.

On April 30, 2002, the FASB issued SFAS No. 145, which rescinds SFAS No.
4, which required all gains and losses from extinguishment of debt to be
aggregated and, if material, classified as an extraordinary item, net of
related income tax effect. As a result, the criteria in Accounting Principles
Board Opinion No. 30 will now be used to classify those gains and losses. SFAS
No. 145 amends SFAS No. 13 to require that certain lease modifications that
have economic effects similar to sale-leaseback transactions be accounted for
in the same manner as sale-leaseback transactions. We adopted SFAS No. 145 as
of April 1, 2002. The adoption of SFAS No. 145 did not have a material impact
on our financial statements.

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In July 2002, the FASB issued SFAS No. 146, Accounting for Exit of
Disposal Activities. SFAS No. 146 addresses the recognition, measurement and
reporting of costs associated with exit and disposal activities, including
restructuring activities that are currently accounted for pursuant to the
guidance set forth in Emerging Issues Task Force (EITF) Issue No. 94-3,
Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring). The scope of SFAS No. 146 includes costs related to
terminating a contract that is not a capital lease, costs to consolidate
facilities or relocate employees, and certain termination benefits provided to
employees who are involuntarily terminated. SFAS No. 146 is effective for exit
or disposal activities initiated after December 31, 2002. Management does not
expect the adoption of SFAS No. 146 to have a significant impact on its
financial position or results of operations.

Factors that May Affect Future Results

We expect continuing losses and may not achieve profitability which could
affect our ability to expand our business.

We have incurred significant operating losses in each year since our
inception and expect to continue to incur net losses for the foreseeable
future, primarily as a result of expenses for research and development. Our
losses increased as we transitioned our focus away from the personal computer
market toward the advanced television and emerging interactive display markets
in 1996. We have incurred net losses of approximately $54.0 million from our
inception in March 1993 through June 30, 2002. If we continue to incur net
losses, we may not be able to expand our business as quickly as we would like.
We do not know when or if we will become profitable and if we do become
profitable, we may not be able to sustain or increase our profitability.

Because the emergence of the interactive television market has been slower than
anticipated, we may not be able to sell our products or sustain our business.

Our multi-media display processors are incorporated into products that
allow interactive television. The concept of interactive television and the
market for products that facilitate it are new and developing. As a result,
our profit potential is unproven and may never materialize. Broad acceptance
of advanced televisions and emerging interactive displays will depend on the
extent to which consumers use devices other than personal computers to access
the Internet. To date, the market for these products has not developed as
quickly as our customers and we had previously anticipated. Consequently,
certain of our customers have significant inventory of our semiconductors or
products that incorporate our semiconductors, thereby limiting the opportunity
to sell additional semiconductors to these customers until their present
inventories are depleted. Our success will also depend on the ability of OEMs
and service providers that work with our OEMs to create demand for and market
the products incorporating our semiconductors. Unless a sufficiently large
market for advanced televisions and emerging interactive displays and other
products that are used for interactive television develops, demand for products
incorporating our semiconductor solutions may not be sufficient to sustain our
business.

A significant amount of our revenues comes from a few customers and any
decrease in revenues from these customers could significantly impact our
financial results.

Historically we have been, and we expect to continue to be, dependent on a
relatively small number of OEMs and distributors for a significant portion of
our total revenues. Sales to Siemens Communications, Ltd., and Micro Network
Korea Co., Ltd. accounted for approximately 41% and 12% of our total revenues
for the three months ended June 30, 2002, respectively. For the three months
ended June 30, 2001, sales to Prediwave Corporation and General Instruments,
Inc., both OEMs, and Weikeng Industrial Co., Ltd, a distributor, accounted for
approximately 48%, 12% and 24% of total revenues, respectively. We may not be
able to retain our largest customers or to obtain additional key accounts. Any
reduction or delay in sales of our products to one or more key customer or our
inability to successfully develop relationships with additional key customers
could negatively impact our financial results.

Our operating expenses may increase as we build our business and these
increased expenses may impact our ability to become profitable.

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We have made substantial expenditures on research and development and
organizational infrastructure consisting of an executive team, finance, sales,
marketing and management information systems departments and our design center
located in the Peoples Republic of China. For the fiscal years ended March
31, 2002, 2001 and 2000 and the three months ended June 30, 2002, research and
development expenses represented 107%, 51%, 48% and 395% of our revenues,
respectively. We expect to continue to spend substantial financial and other
resources on developing and introducing new products and services, and on our
research and development activities in China. While we have implemented
actions to reduce our operating expenses at our headquarters in Santa Clara,
California, our operating expenses may increase as a percentage of revenues if
our revenues decline. If our revenues do not increase, our business and
results of operations could suffer. We base our expense levels in part on our
expectations regarding future revenues. If our revenues for a particular
quarter are lower than we expect, we may be unable to proportionately reduce
our operating expenses for that quarter.

Customers may cancel or defer significant purchase orders, or our distributors
may return our products, which would cause our inventory levels to increase and
our revenues to decline.

We sell our products on a purchase order basis through our direct sales
channel, sales representatives and distributors, and our customers may cancel
or defer purchase orders at any time with little or no penalty. We recognize
revenues from sales to our distributors when the distributors have sold our
products to their customers. We recognize revenues on sales to our OEM
customers when we ship our products to the OEM. We permit certain of our
distributors to return products to us. If our customers cancel or defer
significant purchase orders or our distributors return our products, our
inventories would increase and our revenues would decrease, which would
materially harm our business, as increases in inventory reserves could be
required. Refusal of OEM customers to accept shipped products or delays or
difficulties in collecting accounts receivable could have an adverse effect on
our business.

Because of our long product development process and sales cycle, we incur
substantial expenses before we generate revenues and may not recover our
expenditures.

To develop market acceptance of our products, we must dedicate significant
resources to research and development, production and sales and marketing. We
develop products based on forecasts of demand and we incur substantial product
development expenditures prior to generating associated revenues. Our
customers typically perform numerous tests and extensively evaluate our
products before incorporating them into their systems. The time required for
testing, evaluating and designing our products into a customers equipment can
take up to nine months or more, with an additional three to nine months or more
before an OEM customer commences volume production of equipment incorporating
our products, if ever. Because of this lengthy development cycle, we may
experience a delay between the time we accrue expenses for research and
development and sales and marketing efforts and the time when we generate
revenues, if any.

Furthermore, achieving a design win with a customer does not necessarily
mean that this customer will order large volumes of our products. A design win
is not a binding commitment by a customer to purchase our products. Rather, it
is a decision by a customer to use our products in the design process. In
addition, our customers can choose at any time to discontinue using our
products in that customers designs or product development efforts. If our
products are chosen to be incorporated into a customers products, we may still
not realize significant revenues from that customer if that customers products
are not commercially successful. As a result, our profitability from quarter
to quarter and from year to year may be materially affected by the number and
timing of our new product introductions in any period and the level of
acceptance gained by these products.

If we fail to successfully develop, introduce and sell new products, we may be
unable to effectively compete in the future.

We operate in a highly competitive, quickly changing environment marked by
new and emerging products and technologies. Our success depends on our ability
to develop, introduce and successfully market new products and enhance our
existing products in the advanced television and emerging interactive display
markets. The development of these new products is highly complex and, from
time to time, we have experienced delays in

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completing their development and introduction. Any one of the following
factors could affect our ability to develop, introduce and sell new products
and could materially harm our business:



| |  |  | 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 a 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.                                                                                                                     

Our future operating results are likely to fluctuate and may fail to meet
expectations which could cause our stock price to decline.

Our operating results have varied in the past and are likely to do so in
the future as we attempt to meet consumer demand in the markets for advanced
televisions and emerging interactive displays. Our future operating results
will depend on many factors and may fail to meet our expectations for a number
of reasons. Any failure to meet these expectations or those of securities
analysts and investors could cause our stock price to fluctuate or decline
significantly. A number of factors, including those listed below, may cause
fluctuations in our operating results and stock price:



| |  |  | the general condition of the semiconductor industry
market;                                                                                                                                                
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | fluctuations in the volume of product sales, changes
in product mix and pricing concessions on
sales;                                                                                                      
|
| |  |  | the timing, rescheduling or cancellation of significant customer orders;                                                                                                                                   
|
| |  |  | 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.                                                                                            

Our industry is highly competitive, and we cannot assure you that we will be
able to effectively compete.

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The market for advanced televisions and emerging interactive displays in
particular, and the semiconductor industry in general, are highly competitive.
We compete with a number of domestic and international suppliers of
semiconductors in our targeted markets. We expect competition to intensify as
current competitors expand their product offerings and new competitors enter
our targeted markets. We believe that we must compete on the basis of a
variety of factors, including:



| |  |  | functionality;                   
| | - |  | ---------------------------------
|
| |  |  | performance;                     
|
| |  |  | time to market;                  
|
| |  |  | price;                           
|
| |  |  | conformity to industry standards;
|
| |  |  | product road maps; and           
|
| |  |  | technical support.               

We currently compete with ATI Technologies, Inc., Broadcom Corporation,
Genesis Microchip, Inc. and Silicon Image, Inc. In addition to these
competitors, we expect other major semiconductor manufacturers will enter our
targeted markets as the multi-media display processors, advanced television
emerging display markets become more established. A number of companies,
including International Business Machines Corporation, STMicroelectronics N.V.,
National Semiconductor Corporation, Equator Technologies, Inc., LSI Logic and
Philips Electronics N.V., have announced that they are developing or plan to
introduce competing products in the advanced television and emerging
interactive display markets which could result in significant competition.

Some of our current and potential competitors operate their own
fabrication facilities or have a longer operating history and significantly
greater financial, sales and marketing resources. They may also have
preexisting relationships with our customers or potential customers. As a
result, these competitors may be able to adapt more quickly to new or emerging
products, develop new technologies, or address changes in customer requirements
or devote greater resources to the development and promotion of strategic
relationships among themselves or with existing or potential customers. It is
possible that new competitors or alliances among competitors could emerge and
rapidly acquire significant market share. Increased competition could harm our
business, results of operations and financial condition by, for example,
increasing pressure on our profit margin or causing us to lose sales
opportunities.

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 do not own or operate our own fabrication facility. We currently
depend upon two outside foundries, United Manufacturing Corporation, or UMC,
and Taiwan Semiconductor Manufacturing Corporation, or TSMC. We do not have
long term supply agreements with these foundries to manufacture our
semiconductor products. Both of these foundries are located in Taiwan and each
has limited manufacturing capacity.

The foundries require us to provide forecasts of our anticipated
manufacturing orders in advance of receiving purchase orders from our
customers. This may result in product shortages or excess product inventory.
Obtaining additional supply in the face of product shortages may be costly or
not possible, especially in the short term. Our failure to adequately forecast
demand for our products would materially harm our business. For example, in
fiscal 2002 we took an inventory charge related to slow moving inventory. The
foundries may allocate capacity to the production of other companies products
while reducing delivery to us on short notice.

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.

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The semiconductor industry has historically been characterized by wide
fluctuations in the demand for, and supply of, its products. These
fluctuations have resulted in circumstances when supply and demand for the
industrys products have been widely out of balance. Our operating results may
be materially harmed by industry wide semiconductor oversupply, which could
result in severe pricing pressure or inventory write-downs. For example, in
fiscal 2002 we took an inventory charge for slow moving inventory, which
negatively impacted our gross margin for fiscal 2002. On the other hand, in a
market with undersupply, we would have to compete with larger companies for
limited manufacturing capacity. If material shortages occur, we may incur
additional costs to procure the scarce components or be unable to have our
products manufactured in a timely manner or in quantities necessary to meet our
requirements. Since we outsource all of our manufacturing, we are particularly
vulnerable to supply shortages. As a result, we may be unable to fill orders
and may lose customers. Any future industry wide oversupply or undersupply of
semiconductors would materially harm our business and have a negative impact on
our earnings.

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.

Processes used to manufacture our products are complex, customized to our
specifications and can only be performed by a limited number of manufacturing
facilities. The foundries we use have from time to time experienced lower than
anticipated manufacturing yields, particularly in connection with the
introduction of new products and the installation and start up of new process
technologies. In addition, the foundries we use are located in a seismically
active area, and earthquakes have caused these foundries to close for repairs,
resulting in a delay in manufacturing our products.

Although we primarily utilize two independent foundries, most of our
components are not manufactured at both foundries at any given time. The
inability of one of the foundries to provide components could result in
significant delays and harm our business. In the event either foundry
experienced manufacturing or financial difficulties or suffered any damage or
destruction to its facilities, or in the event of any other disruption of
foundry capacity, we may not be able to qualify alternative manufacturing
sources for existing or new products in a timely manner. For example, in
September 1999, Taiwan experienced a major earthquake. The earthquake and its
resulting aftershocks caused power outages and significant damage to Taiwans
infrastructure. Similarly, in September 2001, a typhoon hit Taiwan causing
businesses in Taipei and the financial markets to close for two days. In
addition, as a result of the rapid growth of the semiconductor industry based
in the industrial park where both foundries are located, severe constraints
have been placed on the water and electricity supply in that region. Any
shortages of water or electricity or a natural disaster could adversely affect
these foundries ability to supply our products, which could have a material
adverse effect on our operating results.

Even our current outside foundries would need to have manufacturing
processes qualified in the event of a disruption at the other foundry, which we
may not be able to accomplish in a timely manner sufficient to prevent an
interruption in the supply of the affected products. We cannot assure you that
any existing or new foundries would be able to produce integrated circuits with
acceptable manufacturing yields in the future, or will continue to have
sufficient capacity to meet our needs. If our manufacturing requirements are
not satisfied, our business would be materially harmed.

Our semiconductors are complex to manufacture and may have errors or defects
which could be costly to correct.

The manufacture of semiconductors is a complex process. Foundries may not
achieve acceptable product yields from time to time due to the complexity of
the integrated circuit design, inadequate manufacturing processes and other
reasons. We refer to the proportion of final acceptable integrated circuits
that have been processed, assembled and tested relative to the gross number of
integrated circuits that could have been produced from the raw materials as our
product yields. Identifying defects and determining the reason for low yields
may be discovered after production has begun and at various stages of the
production cycle. Our failure to discover defects early in the production
cycle will result in higher costs and may require a diversion of our technical
personnel and resources away from product development in order to correct the
defect. In addition, defective products that have been released into the
market and distributed to our customers and end users may result in harm to our
reputation,

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significant warranty costs, diversion of our technical and managerial
resources and potential product liability claims that would be costly to
defend.

Our software is complex and may have bugs or defects which could be costly to
correct.

Our products depend on complex software that we develop internally and
license from others. Complex software often contains defects, particularly
when first introduced or when new versions are released. Determining whether
our software has defects may occur after our products are released into the
market and distributed to our customers and end users, and may result in harm
to our reputation, significant warranty costs, diversion of our technical
resources and potential product liability claims that would be costly to defend
and divert managerial resources.

We face foreign business, political and economic risks because a majority of
our sales are to customers outside of the United States.

Sales of our products to our OEM customers and to distributors located
outside the United States accounted for 32%, 67%, 71% and 90% of our total
revenues in fiscal years 2002, 2001, 2000 and three months ended June 30, 2002.
We anticipate that sales to customers located outside the United States will
continue to represent a significant portion of our total sales in future
periods. In addition, many of our domestic customers sell their products
outside of North America, thereby indirectly exposing us to risks associated
with foreign commerce. Asian economic instability impacts the sales of products
manufactured by our customers, as does the Chinese New Year, during which time
many manufacturers and businesses close their operations. We may be negatively
impacted by the terrorist attacks on the United States and the resulting
conflicts worldwide. We could also experience greater difficulties collecting
accounts receivable from customers outside of the United States. Accordingly,
our operations and revenues are subject to a number of risks associated with
foreign commerce.

To date, we have denominated sales of our products in foreign countries
exclusively in United States dollars. As a result, any increase in the value
of the United States dollar relative to the local currency of a foreign country
will increase the price of our products in that country so that our products
become relatively more expensive to customers in the local currency of that
foreign country. As a result, sales of our products in that foreign country
may decline. To the extent any of these types of risks materialize, our
business would be materially harmed.

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.

The primary customers for our products are companies in the advanced
television and emerging display device markets. Any significant downturn in
these particular markets or in general economic conditions which result in the
cutback of research and development budgets or capital expenditures would
likely result in the reduction in demand for our products and services and
could harm our business. For example, the United States economy, including the
semiconductor industry, has experienced a recession, which has negatively
impact our business and operating results. A further decline in the United
States economy could result from further terrorist attacks in the United
States. If the economy continues to decline as a result of the recent
economic, political and social turmoil, existing and perspective customers may
continue to reduce their design budgets or delay implementation of our
products, which could further harm our business and operating results.

In addition, the markets of semiconductor products are cyclical. In
recent years, some Asian countries have experienced significant economic
difficulties, including devaluation and instability business failures and a
depressed business environment. These difficulties triggered a significant
downturn in the semiconductor market, resulting in reduced budgets for chip
design tools. In addition, the electronics industry has historically been
subject to seasonal and cyclical fluctuations in demand for its products, and
this trend may continue in the future. These industry downturns have been, and
my continue to be, characterized by diminished product demand, excess
manufacturing capacity and subsequent erosion of average selling prices. As a
result, our future operating results may reflect substantial fluctuations from
period to period as a consequence of these industry patterns, general economic
conditions affecting the timing of orders from customers and other factors.
Any negative factors affecting the semiconductor industry, including the
downturns described here, could significantly harm our business, financial
condition and results of operations.

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The rapid growth of our business and operations has strained and may continue
to strain our administrative, operational and financial resources, and our
failure to manage our future growth could affect our operations and our future
ability to expand.

We have in the past and may in the future experience rapid growth and
expansion in our business and operations. Our growth has placed, and may
continue to place, a significant strain on our administrative, operational and
financial resources and increased demands on our systems and controls. Our
future growth may require the implementation of a variety of new and upgraded
operational and financial systems, procedures and controls, including
improvement of our accounting and other internal management systems, all of
which may require substantial managerial effort. We cannot assure you that
these efforts would be accomplished successfully. Our growth has resulted in a
continuing increase in the level of responsibility for both existing and new
management personnel, and may require that we recruit, hire and train a
substantial number of new personnel. Our failure to manage our past and future
growth could prevent us from successfully achieving market acceptance for our
products, disrupt our operations, delay our expansion and harm our business.

We depend on key personnel, the loss of whom would impair or inhibit the growth
of our business.

Our success depends on the skills, experience and performance of our
executive officers and other key management and technical personnel, many of
whom would be difficult to replace. We are particularly dependent on Kenny
Liu, our Chairman, and Eli Porat, our Chief Executive Officer and President.
The competition for employees with technical skills is intense, particularly in
the San Francisco Bay Area, and we may not be able to attract and retain a
sufficient number of such qualified new personnel in the future. The loss of
the service of one or more of our key employees, or our failure to attract,
retain and motivate qualified personnel would 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.

We rely on strategic relationships with some of our customers who we
believe are the market leaders in our target markets. These relationships
often involve the proposed development by us of new products involving
significant technological challenges. Since the proposed products under
development may offer potential competitive advantages to our customers,
considerable pressure is frequently placed on us to meet development schedules.
While an essential element of our strategy involves establishing such
relationships, these projects require substantial amounts of our limited
resources, with no guarantee of revenues to us, and could materially detract
from or delay the completion of other important development projects. Delays in
development could impair the relationship between our customers and us and
negatively impact sales of the products under development. Moreover, our
customers may develop their own solutions for products currently supplied by
us, which could have an adverse effect on our business.

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.

Substantially all of our products are assembled by one of two
subcontractors, both of which are located in Taiwan. Typically, we procure
services from these subcontractors on a purchase order basis. Their
availability to assemble our products could be adversely affected if either
subcontractor experiences financial difficulties or suffers any damage or
destruction to its facilities or any other disruption of its assembly capacity.
Because we rely on third party subcontractors for assembly of our products, we
cannot directly control product delivery schedules. We have experienced in the
past, and may experience in the future, product shortages or quality assurance
problems that could increase the cost of manufacturing or testing of our
products. It is time consuming and difficult to find and qualify alternative
assemblers. If we are forced to find substitute subcontractors, shipments of
our products could be delayed. Any problems associated with the delivery,
quantity or cost of our products could harm our business.

We may not be able to maintain our listing on the Nasdaq National Market and if
we fail to do so, the price and liquidity of our common stock may decline.

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The Nasdaq Stock Market has quantitative maintenance criteria for the
continued listing of common stock on the Nasdaq National Market. The current
requirements affecting us include (i) having net tangible assets of at least $4
million and (ii) maintaining a minimum bid price per share of $1.00. On July
29, 2002, we received notification by the Nasdaq National Market that for 30
consecutive trading days, the price of our common stock has closed below the
minimum $1.00 per share requirement for continued inclusion under Marketplace
Rule 4450(a)(5). In order to regain compliance with Marketplace Rule
4450(e)(2), the bid price of our common stock must close at or above $1.00 per
share or more for a minimum of 10 consecutive trading days prior to October 28,
2002. There can be no assurance that we will be able to regain compliance with
the quantitative maintenance criteria or to comply with any of the Nasdaq
National Markets rules in the future. If we fail to maintain continued listing
on the Nasdaq National Market and must move to a market with less liquidity,
our financial condition could be harmed and our stock price would likely
decline. If we are delisted, it could have a material adverse effect on the
market price of, and the liquidity of the trading market for, our common stock.

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.

We operate our research and development facility in the Peoples Republic
of China. In addition, almost all of our products are manufactured and
assembled outside of the United States at facilities operated by third parties
in Taiwan. The political and economic conditions in the region, including the
Peoples Republic of Chinas dispute with Taiwan, may adversely impact our
operations including manufacture and assembly of our products and research and
development efforts. We cannot assure you that restrictive laws or policies on
the part of either the Peoples Republic of China or the United States will not
constrain our ability to operate in both countries. If we are required to
relocate our facilities, our business will be disrupted and our costs
associated with research and development will increase.

If our competitors use our intellectual property and proprietary rights, our
ability to compete would be impaired.

Our success depends in part upon our rights in proprietary technology and
processes that we develop and license from, and to, others. We rely on a
combination of patent, copyright, trademark and trade secret laws, as well as
confidentiality agreements with our employees, consultants and strategic
partners in order to protect proprietary technologies that use our products.
We cannot assure you that these measures will provide meaningful protection for
our proprietary technologies and processes, and they do not prevent independent
third party development of competitive products. In addition, it is difficult
to monitor unauthorized use of technology, particularly in foreign countries
where laws may not protect our proprietary rights as fully as in the United
States.

We currently have patent applications pending in the United States, and we
may seek additional patents in the future. Because the content of patent
applications in the United States is not publicly disclosed until the patent is
issued, applications may have been filed which relate to our products or
processes. We cannot assure you that our current patent applications or any
future patent applications will result in a patent being issued with the scope
of the claims we seek, if at all, or whether any patents we have or may receive
will be challenged or invalidated. The failure of any patents to provide
protection to our technology would make it easier for our competitors to offer
similar products.

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.

Other parties may assert patent infringement claims against us, including
claims against technology that we license from others, and our products or
processes may infringe issued patents of others. Litigation is common in the
semiconductor industry and any litigation could result in significant expense
to us. Litigation would also divert the efforts of our technical and
management personnel, whether or not the litigation is determined in our favor.
Litigation could also require us to develop non-infringing technology or enter
into royalty or license agreements. These royalty or license agreements may
not be available on acceptable terms, including limitations on representations
and warranties regarding infringement and indemnification in the event of
infringement claims. Our failure or inability to develop non-infringing
technology, license the proprietary rights on a timely basis or receive
appropriate protection on licensed technology would harm our business.

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Regulation of our customers products may slow the process of introducing new
products and could impair our ability to compete.

The Federal Communications Commission, or the FCC, has broad jurisdiction
over our target markets. Various international entities or organizations may
also regulate aspects of our business or the business of our customers.
Although our products are not directly subject to regulation by any agency, the
transmission pipes, as well as much of the equipment into which our products
are incorporated, are subject to direct government regulation. For example,
before they can be sold in the United States, advanced televisions and emerging
interactive displays must be tested and certified by Underwriters Laboratories
and meet FCC regulations. Accordingly, the effects of regulation on our
customers or the industries in which our customers operate may, in turn, harm
our business. FCC regulatory policies affecting the ability of cable operators
or telephone companies to offer certain services and other terms on which these
companies conduct their business may impede sales of our products. In addition,
our business may also be adversely affected by the imposition of tariffs,
duties and other import restrictions on systems of suppliers or by the
imposition of export restrictions on products that we sell internationally.
Changes in current laws or regulations or the imposition of new laws or
regulations in the United States or elsewhere could harm our business.




ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and Qualitative Discussion of Market Interest Rate Risk

Our cash equivalents and short term investments are exposed to financial
market risk due to fluctuation in interest rates, which may affect our interest
income and, in the future, the fair market value of our investments. We manage
the exposure to financial market risk by performing ongoing evaluations of our
investment portfolio and presently invest entirely in short term investment
grade government and corporate securities. These securities will be highly
liquid and generally mature within 12 months from the purchase date. Due to
the short maturities of our investments, the carrying value should approximate
the fair value. In addition, we do not use our investments for trading or
other speculative purposes. We have performed an analysis to assess the
potential effect of reasonably possible near term changes in interest and
foreign currency exchange rates. The effect of any change in foreign currency
exchange rates is not expected to be material to our results of operations,
cash flows or financial condition. Due to the short duration of our investment
portfolio, an immediate 10% change in interest rates would not have a material
effect on the fair market value of our portfolio. Therefore, we would not
expect our operating results or cash flows to be affected to any significant
degree by the effect of a sudden change in market interest rates on our
securities portfolio.

Foreign Currency Exchange Risk

We are an international company, selling our products globally and, in
particular, in Japan, Korea, the Peoples Republic of China and Taiwan.
Although we transact our business in United States dollars, we cannot assure
you that future fluctuations in the value of the United States dollar will not
affect the competitiveness of our products, gross profits realized, and results
of operations. Further, we incur expenses in the Peoples Republic of China,
Taiwan and other countries that are denominated in currencies other than United
States dollars. We cannot estimate the effect that an immediate 10% change in
foreign currency exchange rates would have on our future operating results or
cash flows as a direct result of changes in exchange rate. However, we do not
believe that we currently have any significant direct foreign currency exchange
rate risk and have not hedged exposures denominated in foreign currencies or
any derivative financial instruments.

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PART II: OTHER INFORMATION




ITEM 1: LEGAL PROCEEDINGS

None




ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS

None




ITEM 3: DEFAULT UPON SENIOR SECURITIES

None




ITEM 4: SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None




ITEM 5: OTHER INFORMATION

None




ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

None.

(b)  Reports on Form 8-K

On April 11, 2002, the Company filed a Current Report on Form 8-K with the
Securities and Exchange Commission pursuant to Item 4 reporting the engagement
of PricewaterhouseCoopers LLP as the Companys independent public accountants
for fiscal year 2002.




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|               |                                                                                                          |                      
|-------------- | -------------------------------------------------------------------------------------------------------- | ---------------------
|               | TVIA, INC.                                                                                              
|              
|August 9, 2002 | By:                                                                                                      | /s/     Arthur Nguyen
|               |                                                                                                         
|               | Arthur Nguyen
Acting Chief Financial Officer
(Principal Financial Officer and
Duly Authorized Signatory)

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CERTIFICATION

Each of the undersigned hereby certifies, in accordance with 18 U.S.C.
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in
his capacity as an officer of Tvia, Inc. (Tvia), that, to his knowledge, the
Quarterly Report of Tvia on Form 10-Q for the period ended June 30, 2002, fully
complies with the requirements of Section 13(a) of the Securities Exchange Act
of 1934 and that the information contained in such report fairly presents, in
all material respects, the financial condition and results of operations of
Tvia.

|                     |                                                 |                  
|-------------------- | ----------------------------------------------- | -----------------
|Date: August 9, 2002 | By:                                             | /s/     Eli Porat
|                     |                                                
|                     | Eli Porat
Chief Executive Officer and President

|                     |                                              |                      
|-------------------- | -------------------------------------------- | ---------------------
|Date: August 9, 2002 | By:                                          | /s/     Arthur Nguyen
|                     |                                             
|                     | Arthur Nguyen
Acting Chief Financial Officer

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