##### Table of Contents



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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF
    THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number:
    001-15473
  OPENTV CORP.
 (Exact name of registrant as
    specified in its charter)
  British Virgin Islands(State or other
    jurisdiction of
    incorporation or organization)

98-0212376(I.R.S. Employer
    Identification No.)275 Sacramento Street,
    San Francisco, California(Address of principal
    executive offices)

94111(Zip
    Code)   (415) 962-5000
 (Registrants telephone
    number, including area code)
  þ o
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ




---



##### 



Table of
    Contents
  
  PagePart I.
    Financial InformationItem 1

Financial
    Statements


1Condensed Consolidated Balance
    Sheets at March 31, 2007 and December 31,
    2006


1Condensed Consolidated Statements
    of Operations for the Three Months Ended March 31, 2007 and
    2006


2Condensed Consolidated Statements
    of Cash Flows for the Three Months Ended March 31, 2007 and
    2006


3Notes to Condensed Consolidated
    Financial Statements


4Item 2

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


19Item 3

Quantitative and
    Qualitative Disclosures About Market Risk


30Item 4

Controls and
    Procedures


31Part II.
    Other InformationItem 1

Legal
    Proceedings


32Item 1A

Risk
    Factors


33Item 6

Exhibits


33Signature


34Exhibit Index


35EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32: CERTIFICATION




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##### Table of Contents



Part I.
    Financial Information  Item 1.
    Financial
    Statements  OPENTV
    CORP.
  CONDENSED
    CONSOLIDATED BALANCE SHEETS
  March 31,


December 31,2007


2006*(Unaudited)(In thousands, except share amounts)ASSETSCurrent assets:Cash and cash equivalents

$
46,763


$
48,616Short-term marketable debt
    securities


21,003



8,681Accounts receivable, net of
    allowance for doubtful accounts of $448 and $348 at
    March 31, 2007 and December 31, 2006, respectively


20,085



20,560Prepaid expenses and other current
    assets


5,448



5,799Total current assets


93,299



83,656Long-term marketable debt securities


4,020



7,928Property and equipment, net


7,161



7,231Goodwill


98,662



98,645Intangible assets, net


16,776



18,477Other assets


4,734



4,827Total assets

$
224,652


$
220,764LIABILITIES, MINORITY INTEREST
    AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
2,358


$
4,335Accrued liabilities


13,877



17,020Current portion of accrued
    restructuring


1,003



416Current portion of deferred revenue


17,459



12,614Total current liabilities


34,697



34,385Long-term liabilities:Taxes payable


1,771



1,920Deferred rent


1,148



1,201Accrued restructuring


1,168



1,954Deferred revenue


13,934



12,987Total long-term liabilities


18,021



18,062Total liabilities


52,718



52,447Commitments and contingencies
    (Note 11)Minority interest


477



486Shareholders equity:Class A ordinary shares, no
    par value, 500,000,000 shares authorized; 108,145,056 and
    107,906,960 shares issued and outstanding, including
    treasury shares, at March 31, 2007 and December 31,
    2006, respectively


2,235,686



2,235,495Class B ordinary shares, no
    par value, 200,000,000 shares authorized; 30,510,150 and
    30,631,746 shares issued and outstanding at March 31,
    2007 and December 31, 2006, respectively


35,953



35,953Additional paid-in capital


498,191



491,630Treasury shares at cost,
    76,327 shares


(38
)


(38
)Accumulated other comprehensive loss


(243
)


(261
)Accumulated deficit


(2,598,092
)


(2,594,948
)Total shareholders equity


171,457



167,831Total liabilities, minority
    interest and shareholders equity

$
224,652


$
220,764     *
    
    The condensed consolidated balance sheet at December 31,
    2006 has been derived from the companys audited
    consolidated financial statements at that date.   1




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##### Table of Contents



OPENTV
    CORP.
  CONDENSED
    CONSOLIDATED STATEMENTS OF OPERATIONS
  Three Months Ended March 31,2007


2006(Unaudited)(In thousands, except share and per share amounts)Revenues:Royalties and licenses

$
17,861


$
16,371Services and other


8,545



8,525Total revenues


26,406



24,896Cost of revenues:Royalties and licenses


1,684



1,741Services and other


10,441



9,058Total cost of revenues


12,125



10,799Gross profit


14,281



14,097Operating expenses:Research and development


8,863



8,363Sales and marketing


2,896



2,653General and administrative


5,514



5,348Amortization of intangible assets


510



529Total operating expenses


17,783



16,893Loss from operations


(3,502
)


(2,796
)Interest income


504



550Other income


72



3Minority interest


9



9Loss before income taxes


(2,917
)


(2,234
)Income tax expense


227



893Net loss

$
(3,144
)

$
(3,127
)Net loss per share, basic and
    diluted

$
(0.02
)

$
(0.02
)Shares used in per share
    calculation, basic and diluted


138,505,301



135,976,561    2




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##### Table of Contents



OPENTV
    CORP.
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
  Three Months Ended March 31,2007


2006(Unaudited)(In thousands)Cash flows from operating
    activities:Net loss

$
(3,144
)

$
(3,127
)Adjustments to reconcile net loss
    to net cash from operating activities:Depreciation and amortization of
    property and equipment


970



749Amortization of intangible assets


1,701



1,765Share-based compensation


1,115



1,071Non-cash employee compensation


26



27Provision for doubtful accounts


100



65Loss on disposal of fixed assets






6Minority interest


(9
)


(9
)Changes in operating assets and
    liabilities:Accounts receivable


375



(4,367
)Prepaid expenses and other current
    assets


351



(189
)Other assets


93



(317
)Accounts payable


(1,977
)


(957
)Accrued liabilities, taxes payable
    and deferred rent


(3,345
)


2,691Accrued restructuring


(199
)


(67
)Deferred revenue


5,792



628Net cash provided by/(used in)
    operating activities


1,849



(2,031
)Cash flows from investing
    activities:Purchase of property and equipment


(904
)


(637
)Proceeds from sale of marketable
    debt securities


4,288



3,311Purchase of marketable debt
    securities


(12,681
)


(215
)Net cash provided by/(used in)
    investing activities


(9,297
)


2,459Cash flows from financing
    activities:Capital contribution from the
    controlling shareholder


5,395



Proceeds from issuance of ordinary
    shares


199



35Net cash provided by financing
    activities


5,594



35Effect of exchange rate changes on
    cash and cash equivalents


1



(245
)Net increase/(decrease) in cash
    and cash equivalents


(1,853
)


218Cash and cash equivalents,
    beginning of period


48,616



47,229Cash and cash equivalents, end of
    period

$
46,763


$
47,447Supplemental disclosure of cash
    flow information:Cash paid for income taxes

$
(522
)

$
(277
)Non-cash investing and
    financing activities:Conversion of exchangeable shares

$
17


$
17,427    3




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##### Table of Contents



OPENTV
    CORP.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31,
    2007
 (Unaudited)
  Note 1.
    Basis of
    Presentation  Form 10-K
      Note 2.
    Summary
    of Significant Accounting Policies  Income
    Taxes
  Accounting for Uncertainty in Income Taxes Accounting
    for Income Taxes.
    Recent
    Accounting Pronouncements
  Fair Value Measures
  The Fair Value Option for Financial
    Assets and Financial Liabilities  Including an
    Amendment of FASB Statement No. 115
 4




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##### Table of Contents



OPENTV
    CORP.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 3.
    Net Loss
    Per Share    Three Months Ended March 31,2007


2006Class A ordinary shares
    issuable upon exercise of stock options


9,391,807



9,831,703Class A ordinary shares
    issuable for shares of OpenTV, Inc. Class A common stock
    (including shares of OpenTV, Inc. Class A common stock
    issuable upon exercise of stock options)


682,566



735,551Class B ordinary shares
    issuable for shares of OpenTV, Inc. Class B common stock






337,546     Note 4.
    Goodwill  one-for-one
    Note 5.
    Intangible
    Assets, Net    March 31, 2007


December 31, 2006Useful


Gross





Net


Netlife in


Carrying


Accumulated


Carrying


Carryingyears


Amount


Amortization


Amount


AmountIntangible assets:Patents


5-13


$
18,402


$
(8,016
)

$
10,386


$
10,872Developed technologies


3-5



11,300



(7,902
)


3,398



4,103Contracts and relationships


5



9,800



(6,988
)


2,812



3,302Trademarks


4



300



(120
)


180



200$
39,802


$
(23,026
)

$
16,776


$
18,477  5




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##### Table of Contents



OPENTV
    CORP.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      AmortizationYear Ending December 31,

Expense2007 (remaining nine months)

$
4,1662008


3,3152009


1,7922010


1,5212011


1,0812012


1,081Thereafter


3,820$
16,776   Note 6.
    Restructuring
    and Impairment Costs  Accounting for Costs Associated
    with Exit or Disposal Activities
    EmployeeSeverance


Excessand Benefits


Facilities


TotalBalance, December 31, 2006

$
1,001


$
1,369


$
2,370Cash payments


(205
)


(28
)


(233
)Reclassification to lease expenses






34



34Balance, March 31, 2007

$
796


$
1,375


$
2,171     Note 7.
    Employee
    Bonus   6




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##### Table of Contents



OPENTV
    CORP.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Note 8.
    Comprehensive
    Loss    Three Months Ended March 31,2007


2006Net loss

$
(3,144
)

$
(3,127
)Other comprehensive loss:Foreign currency translation losses


(3
)


(197
)Unrealized gains/(losses) on
    investments, net of income taxes


21



(9
)Comprehensive loss

$
(3,126
)

$
(3,333
)   Note 9.
    Share-based
    Compensation Plans  Employee
    Stock Purchase Plan
    Option
    Plans
      1/48th over
 7




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##### Table of Contents



OPENTV
    CORP.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                 8




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##### Table of Contents



OPENTV
    CORP.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Restricted
    Shares
    Impact
    of the Adoption of SFAS 123(R)
  Share-Based Payment, Accounting for Share-based Compensation 
    Transition and Disclosure, Accounting for Stock
    Appreciation Rights and Other Variable Stock Option or Award
    Plans (an Interpretation of APB Opinions No. 15 and
    25).
    Three Months EndedMarch 31,2007


2006Stock options:Cost of revenues 
    services and other

$
141


$
184Research and development


195



216Sales and marketing


137



176General and administrative


336



495809



1,071Restricted shares:General and administrative


306



$
1,115


$
1,071    9




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##### Table of Contents



OPENTV
    CORP.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Valuation
    Assumptions
    Three Months Ended March 31,2007

2006Risk-free interest rates

4.44% - 4.84%

4.28% - 4.78%Average expected lives (months)

65

63Dividend yield



Expected volatility

74%

85%     Share-based
    Payment Award Activity
    Shares








WeightedAvailable for


Options





AverageGrant


Outstanding


Exercise Price


Exercise PriceBalance, December 31, 2006


3,940,300



9,680,385






$
5.04Options granted


(112,300
)


112,300


$
2.34 - $ 2.72


$
2.51Options exercised






(109,000
)

$
1.05 - $ 1.78


$
1.75Options forfeited


150,886



(349,137
)

$
1.51 - $ 4.00


$
3.32Options expired






(307,677
)

$
1.63 - $54.25


$
4.35Balance, March 31, 2007


3,978,886



9,026,871






$
5.14  10




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##### Table of Contents



OPENTV
    CORP.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Options Outstanding


Options Currently ExercisableWeighted Average


Weighted





WeightedNumber


Remaining


Average


Number


AverageExercise Price

Outstanding


Contractual Life


Exercise Price


Exercisable


Exercise Price$ 0.33 - $ 2.21


924,843



4.15


$
1.42



631,888


$
1.21$ 2.27 - $ 2.69


341,266



8.75


$
2.50



55,221


$
2.52$ 2.70 - $ 2.70


1,304,099



7.83


$
2.70



714,747


$
2.70$ 2.72 - $ 2.82


381,958



8.16


$
2.77



156,665


$
2.77$ 2.84 - $ 2.84


1,825,145



8.30


$
2.84



325,443


$
2.84$ 2.85 - $ 2.98


206,100



7.61


$
2.91



36,516


$
2.90$ 2.99 - $ 2.99


2,050,900



6.88


$
2.99



794,852


$
2.99$ 3.00 - $ 6.00


930,618



6.46


$
4.26



450,717


$
4.93$ 6.04 - $43.27


914,018



3.62


$
17.10



914,018


$
17.10$45.98 - $88.00


147,924



3.23


$
54.94



147,924


$
54.949,026,871



6.73


$
5.14



4,227,991


$
7.72                   Note 10.
    Income
    Taxes   11




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##### Table of Contents



OPENTV
    CORP.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         Note 11.
    Commitments
    and Contingencies  Operating
    Leases
      MinimumYear Ending December 31,

Commitments2007 (remaining nine months)

$
4,9192008


5,1602009


4,2642010


1,1312011


580Thereafter


159$
16,213     Other
    Commitments
   12




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##### Table of Contents



OPENTV
    CORP.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Contingencies
  OpenTV, Inc. v. Liberate Technologies,
    Inc.
      Initial Public Offering Securities
    Litigation. In re Initial Public
    Offering Securities Litigation
 13




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##### Table of Contents



OPENTV
    CORP.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Broadcast Innovation Matter. and/or
 14




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##### Table of Contents



OPENTV
    CORP.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Indemnification
      Note 12.
    Related
    Party Transactions     15




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##### Table of Contents



OPENTV
    CORP.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Note 13.
    Segment
    Information  Disclosure
    about Segments of an Enterprise and Related
    Information.
       16




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##### Table of Contents



OPENTV
    CORP.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Three Months Ended March 31,2007


2006Revenues:Middleware and integrated
    techonologiesRoyalties and licenses

$
16,551


$
15,581Services and other


5,123



4,251Subtotal  Middleware
    and integrated technologies


21,674



19,832ApplicationsRoyalties and licenses


1,310



790Services and other


3,136



3,297Subtotal  Applications


4,446



4,087BettingCorpServices and other


286



977Subtotal  BettingCorp


286



977Total Revenues

$
26,406


$
24,896Contribution Margin/(Loss):Middleware and integrated
    technologies

$
6,704


$
7,658Applications


88



(793
)BettingCorp


(867
)


(809
)Total Contribution Margin


5,925



6,056Unallocated corporate overhead


(5,615
)


(5,240
)Depreciation and amortization


(970
)


(749
)Amortization of intangible assets


(1,701
)


(1,765
)Share-based and non-cash
    compensation


(1,141
)


(1,098
)Interest income


504



550Other income


72



3Minority interest


9



9Loss before income taxes


(2,917
)


(2,234
)Income tax expense


227



893Net loss

$
(3,144
)

$
(3,127
)  17




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##### Table of Contents



OPENTV
    CORP.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months Ended March 31,2007


%


2006


%Europe, Africa and Middle EastUnited Kingdom

$
6,571



25
%

$
7,395



30
%Italy


1,763



6
%


1,947



8
%Other Countries


5,239



20
%


4,227



17
%Subtotal


13,573



51
%


13,569



55
%AmericasUnited States


5,811



22
%


6,739



27
%Other Countries


2,364



9
%


1,254



5
%Subtotal


8,175



31
%


7,993



32
%Asia Pacific


4,658



18
%


3,334



13
%$
26,406



100
%

$
24,896



100
%     Three Months Ended March 31,2007


2006Echostar


10
%


15
%Thomson


17
%


9
%         Three Months Ended March 31,Capital Expenditures, Net:

2007


2006United States

$
731


$
505Other countries


173



132$
904


$
637   March, 31


December 31,Long-Lived Assets:(*)

2007


2006United States

$
9,049


$
9,022Other countries


2,846



3,036$
11,895


$
12,058     (*)
    
    Long-lived assets include property and equipment, and other
    assets 18




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  This Quarterly Report on
    Form 10-Q
    contains forward-looking statements that involve risks and
    uncertainties, as well as assumptions that, if they never
    materialize or prove incorrect, could cause the results of
    OpenTV Corp. and its consolidated subsidiaries to differ
    materially from those expressed or implied by such
    forward-looking statements. All statements other than statements
    of historical fact are statements that could be deemed
    forward-looking statements, including any projections of
    revenue, expenses, earnings or losses from operations; any
    statements of the plans, strategies and objectives of management
    for future operations; any statements concerning developments,
    performance or market conditions relating to products or
    services; any statements regarding future economic conditions or
    performance; any statements of expectation or belief; and any
    statements of assumptions underlying any of the foregoing. You
    should not place undue reliance on these forward-looking
    statements, which speak only as of the date of this Quarterly
    Report on
    Form 10-Q.
    All these forward-looking statements are based on information
    available to us at this time, and we assume no obligation to
    update any of these statements. Actual results could differ
    materially from those projected in these forward-looking
    statements as a result of many factors, including those
    identified in the section titled Risk Factors
    contained in Item 1A of our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2006, as such
    section may be updated in our subsequent Quarterly Reports on
    Form 10-Q,
    and elsewhere. We urge you to review and consider the various
    disclosures made by us from time to time in our filings with the
    Securities and Exchange Commission that attempt to advise you of
    the risks and factors that may affect our future results.
  The following discussion should be read together with the
    unaudited condensed consolidated financial statements and the
    notes thereto included elsewhere in this Quarterly Report on
    Form 10-Q
    and with our audited financial statements, the notes thereto and
    the section titled Managements Discussion and
    Analysis of Financial Condition and Results of Operations
    included in our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2006, as filed with
    the Securities and Exchange Commission.
  Overview
       19




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##### Table of Contents



Critical
    Accounting Policies and Estimates
      Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations Form 10-K
  Recent
    Accounting Pronouncements
  Fair Value Measures
  The Fair Value Option for Financial
    Assets and Financial Liabilities  Including an
    Amendment of FASB Statement No. 115
  Three
    Months Ended March 31, 2007 and 2006
  Revenues
    Three Months Ended March 31,% of





% of2007


Revenue


2006


RevenueRoyalties and licenses

$
17.9



68
%

$
16.4



66
%Services and other


8.5



32
%


8.5



34
%Total revenues

$
26.4



100
%

$
24.9



100
%   Royalties and Licenses.
 20




---



##### Table of Contents



97-2, Software Revenue Recognition (SOP 97-2)
       21




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##### Table of Contents



Services and Other.
   22




---



##### Table of Contents



Operating
    Expenses
    Three Months Ended March 31,% of





% of2007


Revenue


2006


RevenueCost of royalties and licenses

$
1.7



7
%

$
1.7



7
%Cost of services and other


10.4



39
%


9.1



36
%Total cost of revenues


12.1



46
%


10.8



43
%Research and development


8.9



33
%


8.4



34
%Sales and marketing


2.9



11
%


2.7



11
%General and administrative


5.5



21
%


5.3



21
%Amortization of intangible assets


0.5



2
%


0.5



2
%Total Operating Expenses

$
29.9



113
%

$
27.7



111
%   Cost of Royalties and Licenses.
    Cost of Services and Other.
    Research and Development.
      Sales and Marketing.
 23




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##### Table of Contents



General and Administrative.
    Amortization of Intangible Assets.
    Interest
    Income, Other Expense and Minority Interest
    Income
    Taxes
      Business
    Segment Results
  Disclosure
    about Segments of an Enterprise and Related
    Information.
     24




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##### Table of Contents



25




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##### Table of Contents



Three Months Ended March 31,% of





% ofSegment





Segment2007


Revenue


2006


RevenueRevenues:Middleware and integrated
    techonologiesRoyalties and licenses

$
16.6



76
%

$
15.6



79
%Services and other


5.1



24
%


4.2



21
%Subtotal  Middleware
    and integrated technologies


21.7



100
%


19.8



100
%ApplicationsRoyalties and licenses


1.3



30
%


0.8



20
%Services and other


3.1



70
%


3.3



80
%Subtotal  Applications


4.4



100
%


4.1



100
%BettingCorpServices and other


0.3



100
%


1.0



100
%Subtotal  BettingCorp


0.3



100
%


1.0



100
%Total Revenues

$
26.4






$
24.9Contribution Margin/(Loss):Middleware and integrated
    technologies

$
6.7






$
7.7Applications


0.1







(0.8
)BettingCorp


(0.9
)






(0.8
)Total Contribution Margin


5.9







6.1Unallocated corporate overhead


(5.6
)






(5.3
)Depreciation and amortization


(1.0
)






(0.7
)Amortization of intangible assets


(1.7
)






(1.8
)Share-based and non-cash
    compensation


(1.1
)






(1.1
)Interest income


0.5







0.6Other income


0.1







Minority interest










Loss before income taxes


(2.9
)






(2.2
)Income tax expense


0.2







0.9Net loss

$
(3.1
)





$
(3.1
)   Middleware
    and integrated technologies
       26




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##### Table of Contents



Applications
      BettingCorp
      Deferred
    Revenue
  SOP 97-2, SOP 81-1
   27




---



##### Table of Contents



Expected RecognitionYear Ending December 31,

of Unearned Revenue(In millions)2007 (remaining nine months)

$
6.82008


8.6Thereafter


6.3$
21.7     Liquidity
    and Capital Resources
         28




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##### Table of Contents



Commitments
    and Contractual Obligations
    Due inRemainingNine Months


Due in


Due in


Due in 2012Total


in 2007


2008-2009


2010-2011


or AfterOperating leases obligations

$
16.2


$
4.9


$
9.4


$
1.7


$
0.2Noncancellable purchase obligations


1.1



0.9



0.2







Total contractual obligations

$
17.3


$
5.8


$
9.6


$
1.7


$
0.2      29




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##### Table of Contents



Indemnification
      Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk    Fixed
    Income Investment Risk
  available-for-sale. Available-for-sale
     30




---



##### Table of Contents



Valuation of


Valuation of


Valuation of


Valuation ofFair Value as


Securities if


Securities if


Securities if


Securities ifof March 31,


Interest Rates


Interest Rates


Interest Rates


Interest Rates2007


Decrease 1%


Increase 1%


Decrease 2%


Increase 2%Marketable debt securities

$
25,023


$
25,132


$
24,914


$
25,241


$
24,805     Foreign
    Currency Exchange Rate Risk
  non-United
  Accounting for Derivative
    Instruments and Hedging Activities.
  Item 4.
    Controls
    and Procedures  Rules 13a-15(f) 15d-15(f) Rules 13a-15(e) 15d-15(e) Form 10-Q Form 10-Q.
     31




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##### Table of Contents



Part II.
    Other Information  Item 1.
    Legal
    Proceedings  The information set forth in this Section has been included
    only to the extent that it reflects a significant update of
    information previously set forth in our Annual Report on
    Form 10-K
    for the year ended December 31, 2006. To the extent that we
    do not have any significant changes in contingencies referred to
    in such Annual Report, we have not restated the description of
    those contingencies. That determination not to so restate those
    contingencies should not be taken as a representation that we
    have resolved the contingency or that it is no longer a
    contingency. In addition, any update of the contingencies
    referred to below does not necessarily mean that the information
    contained in the update is material; rather, we have determined
    that the updated information is relevant to a fair assessment of
    the contingency and is intended to provide our investors with a
    reasonable understanding of the nature of the contingency as we
    understand it on the date of this Quarterly Report.
  Initial Public Offering Securities
    Litigation. In re Initial Public
    Offering Securities Litigation
    Litigation Relating to the Acquisition of ACTV,
    Inc.
 32




---



##### Table of Contents



Other Matters.
  Item 1A.
    Risk
    Factors  Form 10-Q, Form 10-K
  Item 6.
    Exhibits  Regulation S-K):
  31
.1

Rule 13a-14(a)/15d-14(a)
    Certification*31
.2

Rule 13a-14(a)/15d-14(a)
    Certification*32


Section 1350 Certification*     *
    
    Filed herewith 33




---



##### Table of Contents



Signature    OpenTV Corp.
  Date: May 8,
    2007                                     By:
    /s/  Shum
    Mukherjee     34




---



##### Table of Contents



Exhibit Index  ExhibitNumber

Description31
.1

Rule 13a-14(a)/15d-14(a)
    Certification31
.2

Rule 13a-14(a)/15d-14(a)
    Certification32


Section 1350 Certification*     *
    
    Filed herewith 35