##### Table of Contents



UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    205491
      Form 10-K
  þ
      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year ended June 30, 2007
  Commission File Number
    000-50289
      Syntax-Brillian
    Corporation
 (Exact Name of Registrant as
    Specified in Its Charter)
  Delaware(State or Other
    Jurisdiction of
    Incorporation or Organization)

05-0567906(I.R.S.
    Employer
    Identification No.)   1600 N. Desert
    DriveTempe, Arizona 85281(Address of
    principal executive offices) (Zip Code)

(602) 389-8888(Registrants
    telephone 
    number, including area
    code)   Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $.001 per
    share
    Preferred Stock Purchase Rights

The Nasdaq Global Market
    The Nasdaq Global Market   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  10-K.




---



##### 



SYNTAX-BRILLIAN
    CORPORATION
  ANNUAL
    REPORT ON
    FORM 10-K
 For the
    Fiscal Year Ended June 30, 2007
  
  TABLE OF CONTENTS
  PagePART IItem 1.


Business


1Item 1A.


Risk
    Factors


14Item 1B.


Unresolved Staff
    Comments


26Item 2.


Properties


26Item 3.


Legal
    Proceedings


26Item 4.


Submission of
    Matters to a Vote of Security Holders


27PART IIItem 5.


Market for Registrants
    Common Equity, Related Stockholder Matters, and Issuer Purchases
    of Equity Securities


27Item 6.


Selected Financial
    Data


30Item 7.


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


31Item 7A.


Quantitative and
    Qualitative Disclosures About Market Risk


45Item 8.


Financial
    Statements and Supplementary Data


46Item 9.


Changes in and
    Disagreements With Accountants on Accounting and Financial
    Disclosure


46Item 9A.


Controls and
    Procedures


46Item 9B.


Other
    Information


49PART IIIItem 10.


Directors,
    Executive Officers, and Corporate Governance


49Item 11.


Executive
    Compensation


49Item 12.


Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


49Item 13.


Certain
    Relationships and Related Transactions and Director
    Independence


49Item 14.


Principal
    Accountant Fees and Services


49PART IVItem 15.


Exhibits and
    Financial Statement Schedules


50Signatures


55Index to
    Consolidated Financial Statements


F-1EX-10.6EX-10.70EX-10.71EX-21EX-23.1EX-23.2EX-31.1EX-31.2EX-32.1EX-32.2




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Cautionary
    Statement Regarding Forward-Looking Information
  Form 10-K forward-looking
  
    the demand for our HDTV products;
    our ability to obtain sufficient capital to expand our business;
    our dependence on sales by various retailers and distributors;
    our ability to collect our accounts receivable;
    the competitive nature of the markets in which we compete;
    the ability of our contract manufacturers and assemblers to
    produce and deliver products in a timely manner;
    our ability to obtain sufficient levels of components necessary
    for the production of our products at satisfactory prices;
    our inability to maintain profitability;
    our ability to effectively manage our growth;
    our ability to realize the expected benefits of our acquisitions;
    our ability to effectively transact business in foreign
    countries;
    our ability to create and introduce new products and
    technologies;
    our ability to protect our intellectual property and avoid
    infringement of the intellectual property of others;
    the cyclical nature of the consumer electronics industry;
    our reliance on our executive officers and key personnel;
    our ability to successfully acquire companies or technologies
    that would complement our business;
    the effects of government regulation; and
    our ability to achieve and maintain effective internal controls
    in accordance with Section 404 of the Sarbanes-Oxley Act.




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##### Table of Contents



PART I
  Item 1.
    Business  Introduction
        (602) 389-8888. www.syntaxbrillian.com. Form 10-K, Form 10-Q, Form 8-K,
  Industry
    Factors
  Industry
    Background
   1




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Core
    Competencies
    Focus
    on HDTV Solutions
    Global
    Virtual Manufacturing Model
   2




---



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Deep
    Systems-Level Expertise
    Optimal
    Price and Performance
    Strategy
    Increase
    Consumer Awareness of Our Brands and Products
    Expand
    Our Product Distribution Channels
    Leverage
    Our Global Virtual Manufacturing Model
   3




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Capitalize
    on Our LCoS Technological Expertise
    Pursue
    Additional Strategic Acquisitions and
    Relationships
    Products
  High-Definition
    Televisions
      3-Series

5-Series

7-SeriesScreen Size

23, 26, 32,
    37, 42

32, 37, 42,
    65

42, 47Display Technology

LCD

LCD, LCoS

LCDVideo Processor

Pixelworks

AMD and Media Tek

SiliconOptix HQVResolution

720p, 1080i

720p, 1080i (LCoS 1080p)

1080pInputs

1 HDMI

1 HDMI

2 HDMITuner

NTSC Tuner

Combo Tuner

Dual TunerHD Capabilities

HDTV-Ready

HDTV Built-in

HDTV Built-inTarget Sales Channel

Online

National

Specialty   170-degree
 4




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##### Table of Contents



Digital
    Imaging Products
      serious-amateur
    5 Megapixel

7 Megapixel

10 MegapixelCameras

Cameras

CamerasImage Resolution

Up to 2560 x 1920

Up to 3072 x 2304

Up to 3648 x 2736Internal Memory

16 MB

16 or 32 MB

32 MBExternal Memory

SD Cards to 1GB

SD Card to 1GB

SD Card to 2GBLens

Optical Zooms to 3x

Optical Zooms to 4x

Optical Zooms to 6xDigital Zoom

4x

Up to 5x

Up to 10.4x   Microdisplay
    Products
      Projection
    Applications
    Near-to-Eye
    Applications
     5




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HDTV
    Technologies
    Direct
    View Technologies
        Rear
    Projection Technologies
       6




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LCD
    and LCoS Technologies
        Manufacturing
          side-by-side
 7




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Suppliers
        Customers
     8




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heads-up
    Sales and
    Marketing
             9




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Competition
      start-up
    Research
    and Development
    
    silicon backplane design to reduce size and cost, increase
    resolution and performance, decrease power consumption, and
    integrate driver functionality;
    video processing software development for HDTV picture quality;
    projection optics, color science, and display characterization
    to optimize the link between the science of LCoS and the
    end-user experience;
    ASIC design to combine and enhance functionality, reduce cost,
    and improve HDTV picture quality;
    basic research and development to characterize, test, and
    incorporate new liquid crystal solutions, silicon substrates,
    and glass; 10




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
    printed circuit board design; and
    LCoS package and test development programs.      Intellectual
    Property
        Government
    Regulation
     11




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Backlog
    Employees
    Executive
    Officers
    Name

Age

PositionVincent F. Sollitto, Jr.

59

Chairman of the Board and Chief
    Executive OfficerJames Li

40

President and Chief Operating
    OfficerWayne A. Pratt

46

Executive Vice President, Chief
    Financial Officer, Secretary, and TreasurerThomas Chow

45

Executive Vice President and Chief
    Procurement OfficerMichael Chan

38

Executive Vice President-LCDRobert L. Melcher

67

Chief Technology Officer   Vincent F. Sollitto, Jr.
  James Ching Hua Li
  Wayne A. Pratt e-business
 12




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Man Kit (Thomas) Chow
  Michael Chan
  Robert L. Melcher
   13




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Item 1A.  Risk
    Factors
  You should carefully consider the following risk factors in
    addition to those discussed elsewhere in this report in
    evaluating our company and our business.
  Risks
    Related to Our Business
  We
    derive a large percentage of our revenue from sales of HDTVs,
    particularly LCD HDTVs, and any decline in demand for these
    products could severely harm our ability to generate
    revenue.
      We
    will require significant additional capital to fund the
    expansion of our business.
      Our
    revenue depends on sales by various retailers and distributors,
    some of which account for a significant portion of our
    sales.
      
    we may be unable to secure and maintain favorable relationships
    with retailers and distributors;
    we may be unable to control the timing of delivery of our
    products to end-user consumers; 14




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
    our retailers and distributors are not subject to minimum sales
    requirements or any obligation to market our products to their
    customers;
    our retailers and distributors may terminate their relationships
    with us at any time; and
    our retailers and distributors market and distribute competing
    products.    We
    have significant accounts receivable from our largest
    distributor.
  120-day
  We
    face competition from a number of the worlds leading
    consumer electronics companies.
  start-up
    
    our success in developing and producing new products;
    our ability to address the needs of our customers;
    the pricing, quality, performance, reliability, features, ease
    of use, and diversity of our products;
    our ability to effectively market our brands and products;
    the quality of our customer service;
    our efficiency of production;
    product or technology introductions by our competitors; and
    foreign currency devaluations, especially in Asian currencies,
    such as the Japanese yen, the Korean won, and the Taiwanese
    dollar, which may cause a foreign competitors products to
    be priced significantly lower than our products. 15




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We
    rely on contract manufacturers and assemblers for a portion of
    our production requirements, and any interruptions of these
    arrangements could increase our costs, disrupt our supply chain,
    and result in our inability to deliver our HDTV products, which
    would adversely affect our results of operations.
      Shortages
    of components and materials necessary to the production of our
    products may delay or reduce our sales and increase our
    costs.
     16




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If we
    do not accurately forecast our needs for components and
    materials, we may be forced to make inventory adjustments, which
    may adversely affect our results of operations.
    We
    have only recently achieved profitability, and we may be unable
    to sustain profitability in future periods.
    We
    must effectively manage our growth.
    
    enhance our operational, financial, and management systems;
    expand our international resources;
    expand our facilities and equipment; and
    successfully hire, train, and motivate additional employees,
    including the technical personnel necessary to operate our
    production facility in Arizona.  We may
    not realize the benefits we expected from the merger between
    Brillian Corporation and Syntax Groups Corporation or our
    acquisition of Vivitar.
    
    integrating the business, operations, and technologies of the
    companies;
    retaining and assimilating the key personnel of each company;
    retaining existing customers of each company and attracting
    additional customers;
    retaining strategic partners of each company and attracting new
    strategic partners;
    creating uniform standards, controls, procedures, policies, and
    information systems; and 17




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
    meeting the challenges inherent in efficiently managing an
    increased number of employees over large geographic distances,
    including the need to implement appropriate systems, policies,
    benefits, and compliance programs.    
    the potential disruption of ongoing business and distraction of
    our management;
    the potential strain on our financial and managerial controls
    and reporting systems and procedures;
    unanticipated expenses and potential delays related to
    integration of the operations, technology, and other resources
    of the two companies;
    our ability to leverage the Vivitar brand and distribution
    network;
    the impairment of relationships with employees, suppliers, and
    customers as a result of any integration of new management
    personnel;
    greater than anticipated costs and expenses related to the
    integration of our businesses; and
    potential unknown liabilities associated with the merger and the
    combined operations.    Our
    operations and sales in foreign countries expose us to a variety
    of risks.
    
    difficulties in staffing, managing, and operating an
    international operation;
    longer payment cycles for sales in foreign countries and
    difficulties in collecting accounts receivable;
    burdens and costs of compliance with multiple and sometimes
    conflicting laws and regulatory requirements as well as changes
    in those laws and requirements;
    imposition of governmental controls, including trade and
    employment restrictions and restrictions on currency conversion
    or the transfer of funds;
    transportation delays or interruptions and other effects of less
    developed infrastructures;
    fluctuations in foreign currency exchange rates and difficulties
    in hedging foreign currency transaction exposures;
    economic instability, such as higher interest rates and
    inflation, which could reduce our customers ability to
    obtain financing for consumer electronics products or which
    could make our products more expensive in those countries;
    employment and severance issues, including possible employee
    turnover or labor unrest;
    overlap or conflict of tax issues;
    tariffs and duties;
    potential loss of proprietary information as a result of piracy,
    misappropriation, or laws that may be less protective of our
    intellectual property rights; 18




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
    limitations on future growth or inability to maintain current
    levels of revenue from international operations if we do not
    invest sufficiently in our international operations;
    difficulties in coordinating the activities of our
    geographically dispersed and culturally diverse operations;
    seasonal reductions in business activity in the summer months in
    Asia and in other periods in other countries;
    costs and delays associated with developing our products in
    multiple languages; and
    political unrest, war, terrorism, or actual or perceived health
    risks in areas in which we do business.    non-U.S. currencies non-U.S. currencies.
    Our
    business depends on new products and technologies.
    
    designing and developing new products and product enhancements
    that appeal to consumers;
    meeting the expectations of our sales channel customers and
    end-user consumers in terms of product design, product cost,
    performance, and service;
    responding to changing consumer tastes;
    expanding our manufacturing resources;
    continuing research and development activities on existing and
    potential products;
    engaging additional engineering and other technical personnel;
    purchasing advanced design, production, and test
    equipment; and
    maintaining and enhancing our technological capabilities.      
    innovative development of new products and technologies;
    efficient, timely, and cost-effective manufacture of our
    products; 19




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
    the acceptance of our products and technologies; and
    utilization of advances in technology.    We
    must protect our intellectual property and could be subject to
    infringement claims by others.
    
    intellectual property laws may not protect our intellectual
    property rights;
    third parties may challenge, invalidate, or circumvent any
    patents issued to us;
    rights granted under patents issued to us may not provide
    competitive advantages to us;
    unauthorized parties may obtain and use information that we
    regard as proprietary despite our efforts to protect our
    proprietary rights;
    others may independently develop similar technology or design
    around any patents issued to us; and
    effective protection of intellectual property rights may be
    limited or unavailable in some foreign countries in which we
    operate.        
    pay damages (including the potential for treble damages),
    license fees, or royalties (including royalties for past
    periods) to the party claiming infringement;
    stop licensing products or providing services that use the
    challenged intellectual property;
    obtain a license from the owner of the infringed intellectual
    property to sell or use the relevant technology, which license
    may not be available on reasonable terms or at all; or
    redesign the challenged technology, which could be
    time-consuming and costly, or not be accomplished. 20




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The
    cyclical nature of the consumer electronics industry may cause
    substantial period-to-period fluctuations in our operating
    results.
        Our
    operating results may have significant periodic and seasonal
    fluctuations.
    
    market acceptance of our products;
    the seasonal nature of our sales;
    product introductions or enhancements by us and our competitors;
    pricing and availability of competitive products;
    effectiveness in managing manufacturing processes;
    changes in cost and availability of labor and components;
    the timing and volume of orders relative to our capacity;
    evolution in the life cycles of products;
    timing of expenditures in anticipation of future orders;
    product mix;
    changes or anticipated changes in economic conditions;
    the cancellation or deferral of product purchases as a result of
    weak or uncertain economic and industry conditions or the
    anticipation of new products or product updates by us or our
    competitors;
    changes in the competitive landscape as a result of mergers,
    acquisitions, or strategic alliances that could allow our
    competitors to gain market share;
    the unpredictability of the timing and magnitude of our sales
    through direct sales channels and indirect sales channels; 21




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
    changes in our pricing and distribution terms or those of our
    competitors; and
    the possibility that our business will be adversely affected as
    a result of the threat of terrorism or military actions taken by
    the United States or its allies.    Our
    products are complex and may require modifications to resolve
    undetected errors or unforeseen failures, which could lead to an
    increase in our warranty claims and costs, a loss of customers,
    or a decline in market acceptance of our products.
    Our
    LCoS products may not achieve commercial success or widespread
    market acceptance.
    
    larger form factor;
    consumer tastes;
    competition with products utilizing other technologies;
    technological complexities in terms of manufacturing processes;
    difficulties with other suppliers of components for the products;
    price considerations;
    lack of anticipated or actual market demand for the
    products; and
    unfavorable comparisons with products of others.    We
    previously experienced low manufacturing yields in commencing
    production of LCoS microdisplays, and our business depends on
    our ability to maintain satisfactory manufacturing
    yields.
   22




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ramp-up
    
    the availability of a sufficient quantity of quality materials;
    the implementation of new manufacturing techniques;
    the incorporation of new handling procedures;
    the maintenance of clean manufacturing environments; and
    the ability to master precise tolerances in the manufacturing
    process.  Our
    Arizona facility and its high-volume LCoS microdisplay
    manufacturing line are important to our LCoS
    success.
    Our
    executive officers and key personnel are critical to our
    business, and these officers and personnel may not remain with
    us in the future.
    Any
    acquisitions that we undertake could be difficult to integrate,
    disrupt our business, dilute stockholder value, and harm our
    operating results.
      
    problems integrating the purchased operations, technologies,
    products, or services with our own;
    unanticipated costs associated with the acquisition;
    diversion of managements attention from our core
    businesses;
    adverse effects on existing business relationships with
    suppliers and customers; 23




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
    risks associated with entering markets in which we have no or
    limited prior experience;
    potential loss of key employees and customers of purchased
    organizations;
    increased costs and efforts in connection with compliance with
    Section 404 of the Sarbanes-Oxley Act; and
    risk of impairment charges related to potential write-downs of
    acquired assets in future acquisitions.      Charges
    to earnings resulting from the application of the purchase
    method of accounting may adversely affect the market value of
    our common stock.
    We are
    subject to governmental regulations.
    Our
    effective tax rate may increase or fluctuate, which could
    increase our income tax expense and reduce our net
    income.
   24




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Risks
    Related to Our Common Stock
  The
    market price for our common stock may be volatile, and many
    factors could cause the market price of our common stock to
    fall.
    
    variations in our quarterly results;
    announcements of technological innovations by us or by our
    competitors;
    introductions of new products or new pricing policies by us or
    by our competitors;
    acquisitions or strategic alliances by us or by our competitors;
    recruitment or departure of key personnel;
    the gain or loss of significant orders;
    the gain or loss of significant customers;
    changes in the estimates of our operating performance or changes
    in recommendations by any securities analysts that follow our
    stock;
    changes in laws affecting HDTVs; and
    market conditions in our industry, the industries of our
    customers, and the economy as a whole.    We
    have determined that our internal controls over financial
    reporting are currently ineffective. The lack of effective
    internal controls could adversely affect our financial condition
    and ability to carry out our strategic business
    plan.
  Form 10-K,
   25




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Provisions
    in our certificate of incorporation, our bylaws, and Delaware
    law could make it more difficult for a third party to acquire
    us, discourage a takeover, and adversely affect existing
    stockholders.
        Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Item 3.
    Legal
    Proceedings   26




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Item 4.
    Submission
    of Matters to a Vote of Security Holders.    PART II
  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    High


LowFiscal Year ended June 30,
    2006First quarter

$
3.86


$
2.37Second quarter

$
7.21


$
3.02Third quarter

$
5.75


$
3.35Fourth quarter

$
4.50


$
2.02Fiscal Year ended June 30,
    2007First quarter

$
5.05


$
2.20Second quarter

$
9.95


$
4.08Third quarter

$
11.70


$
6.81Fourth quarter

$
8.78


$
4.45  27




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##### Table of Contents



Dividends
    Equity
    Compensation Plan Information
    (c)Number of SecuritiesRemaining Availablefor Future Issuance(a)


(b)


Under Share-BasedNumber of Securities


Weighted-Average


Compensation Plansto be Issued Upon


Exercise Price of


[Excluding SecuritiesExercise of


Outstanding


Reflected in ColumnPlan Category

Outstanding Options


Options


(a)]Share-Based Compensation Plans
    Approved by Stockholders


4,122,296


$
3.49



517,252Share-Based Compensation Plans Not
    Approved By Stockholders










Total


4,122,296


$
3.49



517,252  28




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Performance
    Graph
    COMPARISON
    OF 45 MONTH CUMULATIVE TOTAL RETURN*
 Among Syntax-Brillian Corporation, The NASDAQ Composite
    Index
 And The NASDAQ Electronic Components Index
  
  *
    
    $100 invested on 9/16/03 in stock or on 8/31/03 in
    index-including reinvestment of dividends.Fiscal year ending June 30. 29




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Item 6.
    Selected
    Financial Data    Fiscal Year End June 30,2007


2006


2005


2004


2003(In thousands, except per share data)Statement of Operations
    Data:Net sales

$
697,620


$
192,990


$
82,586


$
30,616


$
2,428Cost of sales


573,155



169,096



71,825



28,351



2,690Gross margin


124,465



23,894



10,761



2,265



(262
)Expenses:Selling, distribution, and
    marketing


19,796



8,320



2,801



842



6General and administrative


32,464



18,123



7,616



2,167



103Research and development


6,225



4,416











Operating income (loss)


65,980



(6,965
)


344



(744
)


(371
)Other expense


(18,373
)


(11,914
)


(283
)


(218
)


(16
)Income (loss) before taxes


47,607



(18,879
)


61



(962
)


(387
)Income tax expense (benefit)


17,815







78



(357
)


(152
)Net income (loss)

$
29,792


$
(18,879
)

$
(17
)

$
(605
)

$
(235
)Income (loss) per common share:Basic

$
0.51


$
(0.46
)

$
(0.00
)

$
(0.02
)

$
(0.01
)Diluted

$
.49


$
(0.46
)

$
(0.00
)

$
(0.02
)

$
(0.01
)   June 30,2007


2006


2005


2004


2003(In thousands)Balance Sheet Data:Cash and cash equivalents

$
28,679


$
7,375


$
1,804


$
769


$
$297Total assets

$
514,665


$
127,656


$
37,634


$
14,038


$
5,045Total stockholders equity

$
315,516


$
64,802


$
8,234


$
585


$
98Long-term debt

$



$
3,758


$



$



$
Redeemable convertible preferred
    stock

$



$
3,432


$



$



$
  30




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Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  You should read the following discussion and analysis in
    conjunction with our financial statements and related notes
    contained elsewhere in this report. This discussion contains
    forward-looking statements that involve risks, uncertainties,
    and assumptions. Our actual results may differ materially from
    those anticipated in these forward-looking statements as a
    result of a variety of factors, including those set forth under
    Item 1A. Risk Factors.
  Overview
        Net Sales.
  Cost of Sales.
  Selling, Distribution, and Marketing
    Expense.
 31




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General and Administrative Expense.
  Research and Development Expense.
  Related Party Transactions.
  02-16,
    on-site case-by-case on-site per-unit
  Critical
    Accounting Policies and Estimates
   32




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Issue 02-16,
  Goodwill and Other
    Intangible Assets
 33




---



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34




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##### Table of Contents



on-site
    % Owned


Method ofName

By Syntax-Brillian


AccountingSino Brillian Display Technology


49.0
%


EquityOlevia Senna do Brazil


19.5
%


CostOlevia Japan


16.7
%


CostNanjing Huahai Display Technology


16.0
%


Cost   Results
    of Operations
    Fiscal Years Ended June 30,2007


2006


2005


2004Net sales


100
%


100
%


100
%


100
%Cost of sales


82.2



87.6



87.0



92.6Gross profit


17.8



12.4



13.0



7.4Expenses:Selling, distribution, and
    marketing


2.8



4.3



3.4



2.8General and administrative


4.7



9.4



9.2



7.1Research and development


0.9



2.3







8.4



16.0



12.6



9.9Operating income (loss)


9.4



(3.6
)


0.4



(2.5
)Income tax (expense) benefit


(2.6
)






(0.1
)


1.2Net income (loss)


4.3
%


(9.8
)%



%


(2.0
)%  35




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##### Table of Contents



Fiscal
    year ended June 30, 2007 compared with fiscal year ended
    June 30, 2006
  Net Sales.
            Cost of Sales.
          Selling, Distribution, and Marketing
    Expense.
 36




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##### Table of Contents



General and Administrative Expense.
  Research and Development Expense.
  Interest Expense.
  Income Taxes.
    Net Income (Loss).
  Fiscal
    year ended June 30, 2006 compared with fiscal year ended
    June 30, 2005
  Net Sales.
 37




---



##### Table of Contents



Cost of Sales.
            Selling, Distribution, and Marketing
    Expense.
  General and Administrative Expense.
  Research and Development Expense.
 38




---



##### Table of Contents



Interest Expense.
  Income Taxes.
    Net Loss.
 39




---



##### Table of Contents



Quarterly
    Results of Operations
    Quarters Ended2007


2006Jun. 30


Mar. 31


Dec. 31


Sep. 30


Jun. 30


Mar. 31


Dec. 31


Sep. 30(In thousands, except per share data)Net sales

$
205,262


$
162,880


$
242,458


$
87,020


$
59,807


$
45,671


$
60,155


$
27,357Cost of sales


171,260



132,964



200,379



68,552



52,523



41,514



53,321



21,738Gross profit


34,002



29,916



42,079



18,468



7,284



4,157



6,834



5,619Expenses:Selling, distribution, and marketing


5,160



5,652



5,853



3,131



2,867



2,527



1,988



937General and administrative


11,596



9,229



7,521



4,117



4,477



4,060



4,460



5,127Research and development


1,398



1,475



1,950



1,402



1,853



1,936



627



18,154



16,356



15,324



8,650



9,197



8,523



7,075



6,064Operating income (loss)


15,848



13,560



26,755



9,818



(1,913
)


(4,366
)


(241
)


(445
)Other income (expense)


(2,898
)


(4,949
)


(7,297
)


(3,230
)


(3,585
)


(7,046
)


(991
)


(292
)Income tax (expense) benefit


(4,926
)


(3,584
)


(7,111
)


(2,194
)










(79
)


79Net income (loss)

$
8,024


$
5,027


$
12,347


$
4,394


$
(5,498
)

$
(11,412
)

$
(1,311
)

$
(658
)Net income (loss) per common share:Basic

$
0.11


$
0.08


$
0.23


$
0.09


$
(0.11
)

$
(0.26
)

$
(0.04
)

$
(0.05
)Diluted

$
0.11


$
0.08


$
0.21


$
0.08


$
(0.11
)

$
(0.26
)

$
(0.04
)

$
(0.05
)  40




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##### Table of Contents



Quarters Ended2007


2006Jun. 30


Mar. 31


Dec. 31


Sep. 30


Jun. 30


Mar. 31


Dec. 31


Sep. 30Net sales


100.0
%


100.0
%


100.0
%


100.0
%


100.0
%


100.0
%


100.0
%


100.0
%Cost of sales


83.4



81.6



82.7



78.8



87.8



90.9



88.6



79.5Gross profit


16.6



18.4



17.3



21.2



12.2



9.1



11.4



20.5Expenses:Selling, distribution, and
    marketing


2.5



3.5



2.4



3.6



4.8



5.5



3.3



3.4General and administrative


5.6



5.7



3.1



4.7



7.5



8.9



7.5



18.7Research and development


0.7



0.9



0.8



1.6



3.1



4.3



1.0



8.9



10.1



6.3



9.9



15.4



18.7



11.8



22.1Operating income (loss)


7.7



8.3



11.0



11.3



(3.2
)


(9.6
)


(0.4
)


(1.6
)Other income (expense)


(1.4
)


(3.0
)


(3.0
)


(3.7
)


(6.0
)


(15.4
)


(1.7
)


(1.1
)Income tax (expense) benefit


(2.4
)


(2.2
)


(2.9
)


(2.5
)










(0.1
)


0.3Net income (loss)


3.9
%


3.1
%


5.1
%


5.1
%


(9.2
)%


(25.0
)%


(2.2
)%


(2.4
)%     Liquidity
    and Capital Resources
       41




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##### Table of Contents



Preferred
    Bank
    and/or
   42




---



##### Table of Contents



and/or
        CIT
    Group/Commercial Services
  CIT Group/Commercial 30-day
    DBS
    Bank, Ltd.
   43




---



##### Table of Contents



Amounts
    outstanding under the various credit agreements described above
    were as follows (in thousands):
  June 30,


June 30,2007


2006Preferred Bank $55 million
    promissory note

$
49,276


$
Preferred Bank $17.8 million
    promissory note


17,800



CIT $15 million credit
    facility


11,063



Previous Preferred Bank credit
    facility






30,800Total

$
78,139


$
30,800   Aggregate
    Contractual Obligations and Commercial Commitments
    Less than 1








More thanTotal


Year


1-3 Years


4-5 Years


5 YearsLoans payable  bank


78,139



78,139











Advertising commitments


41,249



16,466



24,783







Purchase orders


22,999



22,999











Facilities leases


16,767



4,039



9,843



2,885



Total


159,154



121,643



34,626



2,885



0   Off-Balance
    Sheet Arrangements
    Impact of
    Recently Issued Standards
  Recent Accounting Pronouncements.
       44




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##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk  Derivative
    Financial Instruments, Other Financial Instruments, and
    Derivative Commodity Instruments
    Primary
    Market Risk Exposures
    Interest
    Rate Risk
    Foreign
    Currency Risk
    Credit
    Risk
   45




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##### Table of Contents



Equity
    Price Risk
    Item 8.
    Financial
    Statements and Supplementary Data  page F-1
  Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures    Rules 13a-15(e) 15d-15(e)
  Managements
    Annual Report on Internal Control over Financial
    Reporting
  Rule 13a-15(f)
  Internal Control  Integrated
    Framework
 46




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##### Table of Contents




    The review and analysis of the subjective areas of reserves and
    allowances has insufficient controls over certain subjective
    estimates in evaluating the propriety of the related ending
    balances. The review control did not call for a critical
    evaluation of the inputs that should be used in the estimation
    process to evaluate the propriety of the period ending balances
    which weakness resulted in material reductions to the related
    allowance for doubtful accounts and warranty reserve in the
    Companys 2007 financial statements.
    An inappropriate level of review of certain significant
    financial statement accounts and financial statement disclosures
    in non-subjective areas to verify the propriety of the recorded
    and reported amounts; insufficient analysis, documentation,
    review, and oversight of the financial statements of foreign
    subsidiary financial information during consolidation; and
    Insufficient staffing of the accounting and financial reporting
    function.    page F-4
   47




---



##### Table of Contents



Remediation
    of Material Weaknesses
    1.
    Inventory remediation includes the following changes to our
    inventory receiving, physical counting and cut-off procedures:  a.
    New senior management has been hired to control inventory and
    warehousing, including contract manufacturers who utilize our
    inventories; andb.
    Written confirmations are being obtained from contract
    manufacturers disclosing all 3rd party owned inventory
    locations; andc.
    Senior management has implemented new policies and procedures
    for receiving and recording all inbound inventory receipts; and  d.
    Senior management is confirming overseas supplier
    shipments-in-transit
    monthly.  2.
    Revenue remediation includes the following changes to our
    revenue cut-off procedures:  a.
    Management has implemented new cut-off testing procedures based
    on recommendations by our independent registered public
    accounting firm; and

b.
    Management plans to independently verify receipt dates for
    material shipments.  3.
    Income tax provision process remediation will include:  a.
    Management has hired a third party firm to assist us with
    provision preparation; andb.
    Processes are being implemented to determine appropriate tax
    considerations are included in the tax provision preparation.  4.
    Financial close procedure remediation includes the following
    changes to our processes and controls:  a.
    Reserves and Allowances Process remediation will include:  i.
    Management is re-evaluating methodologies used to compute
    judgmental reserves and allowances and their related
    assumptions. The basis for the assumptions is being reviewed and
    consideration is being given to the way data is accumulated; and  ii.
    Managements review process of the judgmental reserves is
    being evaluated as is the appropriateness of review levels.  b.
    Management is implementing enhanced account reconciliation and
    review disciplines; andc.
    Management will be enhancing our closing procedures by assigning
    responsibilities for the accumulation and review of information;
    and  d.
    Staffing levels are in the process of being reviewed to assess
    the depth of skill set and optimum number of personnel to have
    in the various accounting and reporting functions to address
    this matter. 48




---



##### Table of Contents



Item 9B.
    Other
    Information.    PART III
  Item 10.
    Directors,
    Executive Officers, and Corporate Governance    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships, Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   49




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##### Table of Contents



PART IV
  Item 15.
    Exhibits
    and Financial Statement Schedules  Financial Statements and Financial Statement
    Schedules
  page F-1
    Exhibits
  ExhibitNumber

Exhibit2
.1

Agreement and Plan of
    Reorganization, dated as of July 12, 2005, by and among the
    Registrant, BRMC Corporation, and Syntax Groups Corporation
    (Incorporated by reference to the Registrants Current
    Report on Form 8-K dated July 12, 2005, as filed with the SEC on
    July 18, 2005)2
.2

Agreement and Plan of
    Reorganization, dated as of October 27, 2006, among the
    Registrant, SBV-AC Corporation, Vivitar Corporation, and Great
    Step Co., Ltd. (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated October 27,
    2006, as filed with the SEC on November 1, 2006)3
.1

Certificate of Incorporation of
    the Registrant (Incorporated by reference to the Registration
    Statement on Form 10/A (Amendment No. 1) as filed with the SEC
    on June 27, 2003)3
.2

Certificate of Designation of
    Series A Junior Participating Preferred Stock (Incorporated by
    reference to the Registration Statement on Form 10/A (Amendment
    No. 4) as filed with the SEC on September 3, 2003)3
.3

Bylaws of the Registrant
    (Incorporated by reference to the Registration Statement on Form
    10/A (Amendment No. 1) as filed with the SEC on June 27, 2003)3
.4

Certificate of Designation of 6%
    Redeemable Convertible Preferred Stock (Incorporated by
    reference to the Registrants Current Report on Form 8-K
    dated December 28, 2005, as filed with the SEC on January 3,
    2006)3
.5

Certificate of Amendment to
    Certificate of Incorporation of the Registrant (Incorporated by
    reference to the Registrants Current Report on Form 8-K
    dated March 17, 2006, as filed with the SEC on March 21, 2006)4
.1

Specimen of Common Stock
    Certificate (Incorporated by reference to the Registrants
    Current Report on Form 8-K dated November 30, 2005, as filed
    with the SEC on December 6, 2005)4
.2

Rights Agreement between the
    Registrant and The Bank of New York, as Rights Agent, including
    Form of Right Certificate (Incorporated by reference to the
    Registration Statement on Form 10/A (Amendment No. 4) as filed
    with the SEC on September 3, 2003)4
.5

Registration Rights Agreement,
    dated as of April 18, 2005, by and among the Registrant, Gamma
    Opportunity Capital Partners, LP, Enable Growth Partners, LP,
    Enable Opportunity Partners, LP, Bushido Capital Master Fund LP,
    SRG Capital LLC, and Regenmacher Holdings Ltd. (Incorporated by
    reference to the Registrants Current Report on Form 8-K
    dated April 20, 2005, as filed with the SEC on April 26, 2005)4
.6

Registration Rights Agreement,
    dated as of July 12, 2005, by and among the Registrant, Enable
    Growth Partners LP, Enable Opportunity Partners LP, Bushido
    Capital Master Fund LP, SRG Capital LLC, Gryphon Master Fund,
    L.P., GSSF Master Fund, L.P., and Regenmacher Holdings Ltd.
    (Incorporated by reference to the Registrants Current
    Report on Form 8-K dated July 12, 2005, as filed with the SEC on
    July 18, 2005)4
.8

Form of Warrant issued on July 12,
    2005 to Enable Growth Partners, LP, Enable Opportunity Partners
    LP, Bushido Capital Master Fund LP, SRG Capital LLC, Gryphon
    Master Fund, L.P., GSSF Master Fund, L.P., and Regenmacher
    Holdings Ltd. (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated July 12,
    2005, as filed with the SEC on July 18, 2005)4
.12

Amendment No. 1 to Rights
    Agreement, dated as of November 8, 2005, between the Registrant
    and The Bank of New York, as Rights Agent (Incorporated by
    reference to the Registrants Current Report on Form 8-K
    dated November 8, 2005, as filed with the SEC on November 10,
    2005) 50




---



##### Table of Contents



ExhibitNumber

Exhibit4
.13

Form of warrant issued in
    connection with the Securities Purchase Agreement dated as of
    December 28, 2005 (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated December 28,
    2005, as filed with the SEC on January 3, 2006)4
.14

Registration Rights Agreement,
    dated as of December 29, 2005, by and among the Registrant and
    the purchasers named therein (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated December 28,
    2005, as filed with the SEC on January 3, 2006)4
.15

Specimen of 6% Redeemable
    Convertible Preferred Stock Certificate (Incorporated by
    reference to the Registrants Form 10-Q for the quarterly
    period ended December 31, 2005, as filed with the SEC on
    February 21, 2006)4
.16

Warrant issued in connection with
    the Securities Purchase Agreement dated as of March 29, 2006
    (Incorporated by reference to the Registrants Current
    Report on Form 8-K dated March 29, 2006, as filed with the SEC
    on April 3, 2006)4
.17

Registration Rights Agreement,
    dated as of March 29, 2006, between the Registrant and Taiwan
    Kolin Co. Ltd. (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated March 29,
    2006, as filed with the SEC on April 3, 2006)4
.18

Form of warrant issued in
    connection with the Securities Purchase Agreement dated as of
    December 7, 2006 (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated December 1,
    2006, as filed with the SEC on December 7, 2006)4
.19

Form of warrant issued in
    connection with the Securities Purchase Agreement dated as of
    March 27, 2007 (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated March 27,
    2007, as filed with the SEC on April 2, 2007)10
.4

Amended and Restated Lease,
    effective as of January 1, 2007, between Papago Paragon
    Partners, L.L.C. and the Registrant (Incorporated by reference
    to the Registrants Current Report on Form 8-K dated July
    19, 2007, as filed with the SEC on July 25, 2007)10
.6

2003 Incentive Compensation Plan,
    as amended through March 1, 2007*10
.7

Profit Sharing/401(k) Plan
    (Incorporated by reference to the Registration Statement on Form
    10/A (Amendment No. 4) as filed with the SEC on September 3,
    2003)10
.8

2003 Employee Stock Purchase Plan
    (Incorporated by reference to the Registration Statement on Form
    S-8 (Registration No. 333-108363) as filed with the SEC on
    August 29, 2003)10
.9

Form of Indemnity Agreement for
    directors and executive officers (Incorporated by reference to
    the Registration Statement on Form 10/A (Amendment No. 1) as
    filed with the SEC on June 27, 2003)10
.24

Stockholders Voting
    Agreement, dated as of July 12, 2005, by and among the
    Registrant, Vincent Sollitto, Wayne Pratt, Ching Hua Li, Man Kit
    Chow, Roger Kao, Tzu Ping Ho, Lily Lay Taiwan Kolin Company
    Limited, Lin-Li Wu, and Michael Chan (Incorporated by reference
    to the Registrants Current Report on Form 8-K dated July
    12, 2005, as filed with the SEC on July 18, 2005)10
.25

Employment Agreement by and
    between the Registrant and Vincent Sollitto (Incorporated by
    reference to the Registrants Current Report on Form 8-K
    dated July 12, 2005, as filed with the SEC on July 18, 2005)10
.26

Employment Agreement by and
    between the Registrant and Wayne Pratt (Incorporated by
    reference to the Registrants Current Report on Form 8-K
    dated July 12, 2005, as filed with the SEC on July 18, 2005)10
.27

Employment Agreement by and
    between the Registrant and James Li (Incorporated by reference
    to the Registrants Current Report on Form 8-K dated July
    12, 2005, as filed with the SEC on July 18, 2005)10
.28

Employment Agreement by and
    between the Registrant and Thomas Chow (Incorporated by
    reference to the Registrants Current Report on Form 8-K
    dated July 12, 2005, as filed with the SEC on July 18, 2005)10
.29

Employment Agreement by and
    between the Registrant and Michael Chan (Incorporated by
    reference to the Registrants Current Report on Form 8-K
    dated July 12, 2005, as filed with the SEC on July 18, 2005)10
.30

Employment Agreement by and
    between the Registrant and Robert Melcher (Incorporated by
    reference to the Registrants Current Report on Form 8-K
    dated July 12, 2005, as filed with the SEC on July 18, 2005) 51




---



##### Table of Contents



ExhibitNumber

Exhibit10
.36

Securities Purchase Agreement,
    dated as of December 28, 2005, among the Registrant and the
    purchasers named therein (Incorporated by reference to the
    Registrants Current Report on
    Form 8-K
    dated December 28, 2005, as filed with the SEC on January 3,
    2006)10
.37

Syntax Groups Corporation 2005
    Stock Incentive Plan 2005 Deferred and Restricted Stock Plan
    (Incorporated by reference to Exhibit 99.1 to the Registration
    Statement on Form S-8 (Registration No. 333-132479) as filed
    with the SEC on March 16, 2006)10
.38

Amended and Restated Business Loan
    and Security Agreement, dated as of December 13, 2006 and as
    amended February 21, 2007, by and among Preferred Bank, the
    Registrant, Syntax Groups Corporation, and Syntax Corporation
    (Incorporated by reference to the Registrants Form 10-Q
    for the quarterly period ended March 31, 2007, as filed with the
    SEC on May 11, 2007)10
.38(a)

Second Amendment to Amended and
    Restated Business Loan and Security Agreement, dated as of July
    26, 2007, by and among Preferred Bank, the Registrant, Syntax
    Groups Corporation, and Syntax Corporation (Incorporated by
    reference to the Registrants Current Report on Form 8-K
    dated July 26, 2007, as filed with the SEC on July 30, 2007)10
.39

Change in Terms Agreement, dated
    as of December 14, 2005, among Preferred Bank, Syntax Groups
    Corporation, and Syntax Corporation (Incorporated by reference
    to the Registrants Form 10-Q for the quarterly period
    ended December 31, 2005, as filed with the SEC on February 21,
    2006)10
.40

Second Amendment to Business Loan
    and Security Agreement, dated as of January 31, 2006, among
    Preferred Bank, Syntax Groups Corporation, and Syntax
    Corporation (Incorporated by reference to the Registrants
    Form 10-Q for the quarterly period ended December 31, 2005, as
    filed with the SEC on February 21, 2006)10
.41

Form of Continuing Guaranty
    entered into in connection with Exhibit 10.40, and schedule
    listing signatories (Incorporated by reference to the
    Registrants Form 10-Q for the quarterly period ended
    December 31, 2005, as filed with the SEC on February 21, 2006)10
.42

Securities Purchase Agreement,
    dated as of March 29, 2006, between the Registrant and Taiwan
    Kolin Co. Ltd. (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated March 29,
    2006, as filed with the SEC on April 3, 2006)10
.43

Securities Purchase Agreement,
    dated as of December 1, 2006, between the Registrant and the
    purchasers named therein (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated December 1,
    2006, as filed with the SEC on December 7, 2006)10
.44

Registration Rights Agreement,
    dated as of December 7, 2006, between the Registrant and the
    purchasers named therein (Incorporated by reference to the
    Registrants Current Report on
    Form 8-K
    dated December 1, 2006, as filed with the SEC on December 7,
    2006)10
.45

Amended and Restated Factoring
    Agreement, dated as of November 22, 2006, between The CIT
    Group/Commercial Services, Inc. and Syntax Corporation
    (Incorporated by reference to the Registrants Current
    Report on Form 8-K dated November 22, 2006, as filed with the
    SEC on December 28, 2006)10
.46

Amended and Restated Promissory
    Note-Variable Rate issued on December 1, 2006 by Syntax Groups
    Corporation and Syntax Corporation in favor of Preferred Bank
    (Incorporated by reference to the Registrants Current
    Report on Form 8-K dated November 22, 2006, as filed with the
    SEC on December 28, 2006)10
.47

Amended Promissory Note-Variable
    Rate issued on July 26, 2007 by Syntax Groups Corporation and
    Syntax Corporation in favor of Preferred Bank (Incorporated by
    reference to the Registrants Current Report on Form 8-K
    dated July 26, 2007, as filed with the SEC on July 30, 2007)10
.48

Form of Continuing Guaranty
    between Preferred Bank and each of James Ching Hua Li, Roger
    Kao, Thomas Man Kit Chow, and Michael K. Chan, each dated
    December 1, 2006 (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated November 22,
    2006, as filed with the SEC on December 28, 2006)10
.49

Fifth Amended and Restated
    Promissory Note-Variable Rate issued on July 26, 2007 by the
    Registrant, Syntax Groups Corporation, and Syntax Corporation in
    favor of Preferred Bank (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated July 26,
    2007, as filed with the SEC on July 30, 2007) 52




---



##### Table of Contents



ExhibitNumber

Exhibit10
.50

Business Loan Agreement (Asset
    Based), dated December 26, 2006, between Vivitar Corporation and
    DBS Bank Ltd. (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated December 26,
    2006, as filed with the SEC on January 3, 2007)10
.51

Promissory Note dated December 26,
    2006 by Vivitar Corporation in favor of DBS Bank Ltd.
    (Incorporated by reference to the Registrants Current
    Report on Form 8-K dated December 26, 2006, as filed with the
    SEC on January 3, 2007)10
.52

Commercial Security Agreement,
    dated December 26, 2006, between Vivitar Corporation and DBS
    Bank Ltd. (Incorporated by reference to the Registrants
    Current Report on Form 8-K dated December 26, 2006, as filed
    with the SEC on January 3, 2007)10
.53

Manufacturing Agreement, dated
    March 9, 2004, between Syntax Groups Corporation and Taiwan
    Kolin Company Limited as amended on March 12, 2004, February 1,
    2005, and May 7, 2007 (Incorporated by reference to the
    Registrants Form 10-Q for the quarterly period ended March
    31, 2007, as filed with the SEC on May 11, 2007)10
.54

Distribution Agreement, dated
    September 8, 2004, between Taiwan Kolin Company Limited and
    Syntax Groups Corporation (Incorporated by reference to the
    Registrants Form 10-Q for the quarterly period ended
    December 31, 2006, as filed with the SEC on February 14, 2007)10
.55

Price Protection for Channels
    Agreement, dated March 9, 2004, between Taiwan Kolin Company
    Limited and Syntax Groups Corporation, as amended on December
    31, 2004 and July 1, 2006 (Incorporated by reference to the
    Registrants Form 10-Q for the quarterly period ended
    December 31, 2006, as filed with the SEC on February 14, 2007)10
.56

Volume Incentive Agreement, dated
    March 9, 2004, between Taiwan Kolin Company Limited and Syntax
    Groups Corporation (Incorporated by reference to the
    Registrants Form 10-Q for the quarterly period ended
    December 31, 2006, as filed with the SEC on February 14, 2007)10
.57

Letter Agreements re shipment
    terms and duty payments, dated June 16, 2005 and June 20, 2005
    (Incorporated by reference to the Registrants Form 10-Q
    for the quarterly period ended December 31, 2006, as filed with
    the SEC on February 14, 2007)10
.58

Warranty and Repair Services
    Agreement, dated April 1, 2004, between Taiwan Kolin Company
    Limited and Syntax Groups Corporation, as amended on January 1,
    2006 (Incorporated by reference to the Registrants Form
    10-Q for the quarterly period ended December 31, 2006, as filed
    with the SEC on February 14, 2007)**10
.59

Marketing Development Agreement,
    dated March 1, 2004, between Taiwan Kolin Company Limited and
    Syntax Groups Corporation (Incorporated by reference to the
    Registrants Form 10-Q for the quarterly period ended
    December 31, 2006, as filed with the SEC on February 14, 2007)10
.60

Technology Research and
    Development Agreement, dated March 9, 2004, between Taiwan Kolin
    Company Limited and Syntax Groups Corporation (Incorporated by
    reference to the Registrants Form 10-Q for the quarterly
    period ended December 31, 2006, as filed with the SEC on
    February 14, 2007)10
.61

Property Disbursement Sharing
    Agreement, dated June 14, 2004, between Taiwan Kolin Company
    Limited and Syntax Groups Corporation (Incorporated by reference
    to the Registrants Form 10-Q for the quarterly period
    ended December 31, 2006, as filed with the SEC on February 14,
    2007)10
.62

Property Disbursement Sharing
    Agreement, dated March 1, 2006, between Taiwan Kolin Company
    Limited and Syntax-Brillian Corporation (Incorporated by
    reference to the Registrants Form 10-Q for the quarterly
    period ended December 31, 2006, as filed with the SEC on
    February 14, 2007)10
.63

Securities Purchase Agreement,
    dated as of March 27, 2007, among the Registrant and the
    purchasers named therein (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated march 27,
    2007, as filed with the SEC on April 2, 2007)10
.64

Registration Rights Agreement,
    dated as of March 27, 2007, among the Registrant and the
    purchasers named therein (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated march 27,
    2007, as filed with the SEC on April 2, 2007)10
.65

Term Loan Agreement, dated April
    26, 2007, among The CIT Group/Commercial Services, Inc.,
    Registrant, Syntax Groups Corporation, and Syntax Corporation
    (Incorporated by reference to the Registrants Current
    Report on Form 8-K dated April 26, 2007, as filed with the SEC
    on May 2, 2007) 53




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##### Table of Contents



ExhibitNumber

Exhibit10
.66

Term Loan Promissory Note dated
    April 26, 2007 (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated April 26,
    2007, as filed with the SEC on May 2, 2007)10
.67

Form of Guaranty in favor of The
    CIT Group/Commercial Services, Inc. by each of James Ching Hua
    Li, Thomas Man Kit Chow, The 1999 Chow Family Trust, and Roger
    Kao, each dated April 26, 2007 (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated April 26,
    2007, as filed with the SEC on May 2, 2007)10
.68

Securities Purchase Agreement,
    dated as of August 23, 2007, between the Registrant and TECO
    Electric & Machinery Co., Ltd. (Incorporated by reference
    to the Registrants Current Report on Form 8-K dated August
    23, 2007, as filed with the SEC on August 29, 2007)10
.69

Registration Rights Agreement,
    dated as of August 23, 2007, between the Registrant and TECO
    Electric & Machinery Co., Ltd. (Incorporated by reference
    to the Registrants Current Report on Form 8-K dated August
    23, 2007, as filed with the SEC on August 29, 2007)10
.70

Business Loan and Security
    Agreement, dated as of June 26, 2007, among Preferred Bank, the
    Registrant, Syntax Groups Corporation, and Syntax Corporation*10
.71

Promissory Note issued on June 26,
    2007 by Syntax Groups Corporation and Syntax Corporation in
    favor of Preferred Bank*21


Subsidiaries*23
.1

Consent of Independent Registered
    Public Accounting Firm*23
.2

Consent of Independent Registered
    Public Accounting Firm*31
.1

Certification of Chief Executive
    Officer pursuant to Rule 13a-14 (a)/15d-14 (a)*31
.2

Certification of Chief Financial
    Officer pursuant to Rule 13a-14(a)/15d-14(a)*32
.1

Section 1350 Certification of
    Chief Executive Officer*32
.2

Section 1350 Certification of
    Chief Financial Officer*     *
    
    Filed herewith.**
    
    Portions of this exhibit have been omitted pursuant to a
    confidential treatment request that was granted by the
    Securities and Exchange Commission pursuant to
    Rule 24b-2
    of the Exchange Act. 54




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##### Table of Contents



SIGNATURES
      By:
    /s/  Vincent
    F. Sollitto, Jr.         Signature

Capacity

Date/s/  Vincent
    F. Sollitto, Jr.Vincent
    F. Sollitto, Jr.

Chairman and Chief Executive
    Officer (Principal Executive Officer)

September 13, 2007/s/  James
    Ching Hua LiJames
    Ching Hua Li

President, Chief Operating
    Officer, and Director

September 13, 2007/s/  Wayne
    A. PrattWayne
    A. Pratt

Chief Financial Officer and
    Treasurer (Principal Accounting and 
    Financial Officer)

September 13, 2007/s/  Man
    Kit (Thomas) ChowMan
    Kit (Thomas) Chow

Chief Procurement Officer and
    Director

September 13, 2007/s/  David
    P. ChavoustieDavid
    P. Chavoustie

Director

September 13, 2007/s/  Yasushi
    ChikagamiYasushi
    Chikagami

Director

September 13, 2007/s/  Shih-Jye
    ChengShih-Jye
    Cheng

Director

September 13, 2007/s/  Max
    FangMax
    Fang

Director

September 13, 2007/s/  John
    S. HodgsonJohn
    S. Hodgson

Director

September 13, 2007/s/  Christopher
    C.L. LiuChristopher
    C.L. Liu

Director

September 13, 2007  55




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##### Table of Contents



SYNTAX-BRILLIAN
    CORPORATION
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageReports of
    Independent Registered Public Accounting Firms


F-2Consolidated
    Balance Sheets as of fiscal year ended June 30, 2007 and
    2006


F-5Consolidated
    Statements of Operations for the fiscal years ended
    June 30, 2007, 2006, and 2005


F-6Consolidated
    Statements of Stockholders Equity for the fiscal years
    ended June 30, 2007, 2006, and 2005


F-7Consolidated
    Statements of Cash Flows for the fiscal years ended
    June 30, 2007, 2006, and 2005


F-8Notes to
    Consolidated Financial Statements


F-9Schedule
    II  Valuation and Qualifying Accounts for the fiscal
    years ended June 30, 2007, 2006, and 2005


S-1  F-1




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
                F-2




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
                      F-3




---



##### Table of Contents



Report
    of Independent Registered Public Accounting Firm
              F-4




---



##### Table of Contents



SYNTAX-BRILLIAN
    CORPORATION
    CONSOLIDATED BALANCE SHEETS
 (In thousands, except share and per share data)
  ASSETS
  June 30,


June 30,2007


2006Current Assets:Cash and cash equivalents

$
28,679


$
7,375Accounts receivable and due from
    factor, net


210,115



50,829Inventories


34,499



13,151Inventory deposit with Kolin (a
    related party)


70,000



5,067Inventory deposits with vendor


8,253



Tooling deposit with Kolin


65,253



Deferred tax asset


12,491



2,666Prepaid expenses


2,578



Other current assets






1,370Total Current Assets


431,868



80,458Property and equipment, net


13,921



16,703Investments


1,540



1,307Intangible assets, net


36,413



20,737Goodwill


30,546



6,990Other assets


377



1,461Total Assets

$
514,665


$
127,656LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent Liabilities:Loans payable, bank

$
78,139


$
30,800Notes payable






650Accounts payable


31,035



3,924Accounts payable with Kolin


40,528



Accrued rebates payable






4,043Accrued warranty


12,492



4,551Income taxes payable


18,460



96Other current liabilities


13,903



5,540Current portion of redeemable
    convertible preferred stock (net of $3,390 discount)






3,432Total Current Liabilities


194,557



53,036Long-term debt (net of $2,635
    discount in 2006)






3,758Redeemable convertible preferred
    stock (net of $3,390 discount in 2006)






3,432Deferred tax liability


4,592



2,628Stockholders Equity:Common stock, $.001 par
    value; 120,000,000 and 60,000,000 shares authorized,
    89,882,414 and 48,845,912 shares issued at June 30,
    2007 and 2006, respectively


90



49Additional paid-in capital


304,929



84,489Accumulated other comprehensive
    income


441



Retained earnings (accumulated
    deficit)


10,056



(19,736
)Total Stockholders Equity


315,516



64,802Total Liabilities and
    Stockholders Equity

$
514,665


$
127,656    F-5




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##### Table of Contents



SYNTAX-BRILLIAN
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
 (In thousands, except share and per share data)
  Fiscal Years Ended June 30,2007


2006


2005Net sales

$
697,620


$
192,990


$
82,586Cost of sales


573,155



169,096



71,825124,465



23,894



10,761Operating expenses:Selling, distribution, and
    marketing


19,796



8,320



2,801General and administrative


32,464



18,123



7,616Research and development


6,225



4,416



58,485



30,859



10,417Operating income (loss)


65,980



(6,965
)


344Other income (expense):Interest expense


(18,352
)


(11,914
)


(326
)Other income (expense)


(21
)






43(18,373
)


(11,914
)


(283
)Income (loss) before income taxes:


47,607



(18,879
)


61Income tax expense


17,815







78Net income (loss)

$
29,792


$
(18,879
)

$
(17
)Income (loss) per common share:Basic

$
0.51


$
(0.46
)

$
(0.00
)Diluted

$
0.49


$
(0.46
)

$
(0.00
)Weighted average number of common
    shares:Basic


58,685



40,978



30,013Diluted


60,980



40,978



30,013    F-6




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##### Table of Contents



SYNTAX-BRILLIAN
    CORPORATION
  CONSOLIDATED STATEMENTS OF STOCKHOLDERS
    EQUITY
 For the Fiscal Years Ended June, 2007, 2006, and 2005
 (In thousands, except share and per share data)
  RetainedCommon





Additional





Accumulated


Earnings


TotalShares


Common


Paid-In


Deferred


Comprehensive


(Accumulated


StockholdersIssued


Stock


Capital


Compensation


Income


Deficit)


EquityBalance at June 30,
    2004


6,907,734


$
7


$
1,418


$



$



$
(840
)

$
585Employee stock purchase plan shares
    issued


65,292







275















275Stock options exercised and
    restricted stock grants


24,999







22















22Conversion of debt to equity


74,483







173















173Deferred compensation on employee
    awards














649











649Net loss of Syntax






















(17
)


(17
)Equity adjustment to conform to
    Syntax presentation










7,196



(649
)










6,547Balance at June 30,
    2005


7,072,508



7



9,084











(857
)


8,234Shares issued to acquire Syntax


33,590,628



34



32,887















32,921Issuance of common stock


2,153,780



2



4,200















4,202Conversion of debt to equity


1,631,294



2



4,052















4,054Conversion of preferred shares to
    common shares


200,000







1,000















1,000Shares issued in offering to Kolin,
    net of issuance costs


3,000,000



3



14,730















14,733Discount on preferred stock issuance










11,572















11,572Shares issued upon option exercises


76,703







150















150Restricted shares issued


100,000























Stock based compensation










4,360















4,360Shares issued to pay interest


75,250







312















312Shares issued for preferred stock
    dividends


186,664







564















564Shares issued pursuant to Employee
    Stock Purchase Plan


39,928







85















85Shares issued upon exercise of
    warrants


719,157



1



1,367















1,368Warrant issued for commission










126















126Net loss






















(18,879
)


(18,879
)Balance at June 30,
    2006


48,845,912



49



84,489











(19,736
)


64,802Shares issued to acquire Vivitar


4,565,141



5



25,995















26,000Issuance of common stock, net of
    issuance costs


29,861,833



30



167,955















167,985Conversion of debt to common stock


1,121,684



1



2,284















2,285Conversion of preferred shares to
    common shares


3,018,087



3



14,997















15,000Shares issued upon option exercises


359,567







738















738Stock based compensation


110,145







3,247















3,247Shares issued to pay interest


18,091







94















94Shares issued for preferred stock
    dividends


105,312







635















635Shares issued pursuant to Employee
    Stock Purchase Plan


168,536







362















362Shares issued upon exercise of
    warrants


1,708,106



2



4,133















4,135Foreign currency translation
    adjustment


















441







441Net income






















29,792



29,792Balance at June 30,
    2007


89,882,414


$
90


$
304,929


$



$
441


$
10,056


$
315,516    F-7




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##### Table of Contents



SYNTAX-BRILLIAN
    CORPORATION
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  Fiscal Years Ended June 30,2007


2006


2005(In thousands, except per share data)Cash Flows from Operating
    Activities:Net income (loss)

$
29,792


$
(18,879
)

$
(17
)Adjustments to reconcile net income
    (loss) to net cash used in operating activities:Depreciation and amortization


6,376



2,474



186Provision for inventory losses


13,058



2,876



726Provision for doubtful accounts


1,918



49



117Write-off of non-cash deferred
    offering costs










415Amortization of debenture discount
    and offering costs


3,016



5,303



Amortization of convertible
    preferred stock discount and costs


9,122



3,781



Gain on sale of assets


(6
)






Gain on sale of investment


(176
)






Joint venture loss


429







Deferred income taxes, net


(7,861
)






(1,429
)Stock compensation expense


3,247



4,360



Changes in assets and liabilities:Increase in accounts receivable and
    due from factor


(141,965
)


(35,028
)


(11,518
)Decrease (increase) in inventories


(14,600
)


3,584



(8,782
)Increase in deposit with Kolin


(70,000
)






Increase in tooling deposit with
    Kolin


(65,253
)






Increase in other current assets


(2,365
)


(3,975
)


(1,522
)Decrease (increase) in other assets


(212
)


69



Increase (decrease) in accrued
    rebates payable


(4,043
)


2,661



300Increase in accrued warranty


7,941



2,556



1,717Increase (decrease) in income taxes
    payable


15,334



(1,414
)


1,436Increase (decrease) in accounts
    payable


17,948



(8,207
)


1,396Increase in other accrued
    liabilities


4,196



1,007



1,404Net cash used in operating
    activities


(194,104
)


(38,783
)


(15,571
)Cash Flows from Investing
    Activities:Purchases of property, plant, and
    equipment


(844
)


(6,823
)


(817
)Sale of fixed assets


25







Sale of long-term investments


600







Cash acquired in acquisition of
    Vivitar


6,024







Merger costs






(2,081
)


Investment in joint venture


(1,086
)


(883
)


License purchased


(5,551
)






Restricted cash










500Net cash used in investing
    activities


(832
)


(9,787
)


(317
)Cash Flows from Financing
    Activities:Proceeds of redeemable convertible
    preferred stock offering






14,614



Proceeds of stock offerings


167,985



14,750



Stock issued pursuant to Employee
    Stock Purchase Plan


362



85



Proceeds from bank loans


307,052



18,786



12,049Repayments of bank loans


(259,713
)






Proceeds from issuance of long-term
    debt and notes payable






850



600Repayments of long-term debt and
    notes payable


(4,760
)


(661
)


(2,977
)Net transfers from Syntax Groups
    Corporation






4,200



7,251Warrants exercised


4,135



1,367



Stock options exercised


738



150



Net cash provided by financing
    activities


215,799



54,141



16,923Effect of exchange rates on cash


441







Net increase in cash and cash
    equivalents


21,304



5,571



1,035Cash and cash equivalents,
    beginning of period


7,375



1,804



769Cash and cash equivalents, end of
    period

$
28,679


$
7,375


$
1,804Supplemental Cash Flow
    Information:Cash paid for interest

$
5,485


$
1,953


$
310Cash paid for income taxes

$
10,111


$
1,645


$
70    F-8




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##### Table of Contents



SYNTAX-BRILLIAN
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Note A
    Organization:      Note B
    Summary
    of Significant Accounting Policies:  Basis of Presentation.
  Use of Estimates.
  Fair Value of Financial Instruments.
  Cash and Cash Equivalents.
 F-9




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##### Table of Contents



SYNTAX-BRILLIAN
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounts Receivable/Due from Factor.
  Inventories. (first-in,
  Vendor Allowances. EITF 02-16,
  Property and Equipment.
  YearsMachinery and equipment


3  5Office furniture and fixtures


5Leasehold improvements


4     Capitalized Software Costs.
  Goodwill and Intangibles.
 F-10




---



##### Table of Contents



SYNTAX-BRILLIAN
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Investments.
  Recoverability of Goodwill and Other Intangible
    Assets. Goodwill and Other Intangible
    Assets
    Deferred Income Taxes.
  Warranties. on-site
  Stock-Based Compensation.
 F-11




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##### Table of Contents



SYNTAX-BRILLIAN
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Revenue Recognition.
  Shipping and Handling Costs. LCD-TV
  Advertising Costs.
  Segment Reporting.
  Recent Accounting Pronouncements.
       F-12




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##### Table of Contents



SYNTAX-BRILLIAN
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Note C
    Related
    Party Transactions:    02-16,
       F-13




---



##### Table of Contents



SYNTAX-BRILLIAN
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Total Purchases


Cost of SalesFiscal year ended June 30,
    2005Purchases


109,821



93,303Less vendor allowances


(37,623
)


(36,202
)Less warranty credits


(3,173
)


(1,178
)Less price protection guaranteed
    minimum


(3,612
)


Net activity, fiscal year ended
    June 30, 2005


65,413



55,923Non Kolin purchase


5,073



5,073June 30, 2005
    activity


70,486



60,996Fiscal year ended June 30,
    2006Purchases


223,767



210,846Less vendor allowances


(81,568
)


(80,690
)Less warranty credits


(7,403
)


(4,847
)Less price protection guaranteed
    minimum


(2,144
)


Net activity, fiscal year ended
    June 30, 2006


132,652



125,309Non Kolin purchase


17,203



17,203June 30, 2006
    activity


149,855



142,512Fiscal year ended June 30,
    2007Purchases


620,010



597,639Less vendor allowances


(107,131
)


(107,166
)Less warranty credits


(36,442
)


(28,501
)Less royalty credit


(4,491
)


(4,491
)Net activity, fiscal year ended
    June 30, 2007


471,946



457,481Non Kolin purchase


57,720



57,720June 30, 2007
    activity


529,666



515,201       Note D
    Accounts
    Receivable and Due from Factor:  thirty-day
 F-14




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##### Table of Contents



SYNTAX-BRILLIAN
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        June 30,


June 30,2007


2006Due from factor

$
40,511


$
17,049Accounts receivable not assigned
    to factor


171,934



34,097Other receivables


322



77Allowance for doubtful accounts


(2,652
)


(394
)$
210,115


$
50,829     Note E
    Inventories,
    consisted of the following (in thousands):  June 30,


June 30,2007


2006Raw materials

$
10,950


$
2,468Work-in-process


158



425Finished goods


23,391



10,258$
34,499


$
13,151    F-15




---



##### Table of Contents



SYNTAX-BRILLIAN
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note F
    Property
    and equipment consisted of the following (in
    thousands):  June 30,


June 30,2007


2006Leasehold improvements

$
1,349


$
1,163Machinery and equipment


18,609



11,068Software


495



348Furniture and fixtures


853



292Equipment not yet placed in service


6



5,810Total property and equipment


21,312



18,681Less accumulated depreciation


(7,391
)


(1,978
)Net property and equipment

$
13,921


$
16,703   Note G
    Investments:            Note H
    Goodwill
    and Intangible Assets:     F-16




---



##### Table of Contents



SYNTAX-BRILLIAN
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair value of stock issued to
    acquire Vivitar

$
26,000Acquisition related costs


160Total purchase price

$
26,160   Allocation of purchase
    priceCash

$
6,024Accounts receivable


19,235Inventories


19,806Other current assets


2,029Property, plant and equipment


186Intangible assets


12,708Other assets


70Total identifiable assets acquired


60,058Less liabilities assumed


(54,424
)Fair value of net assets acquired


5,634Goodwill


20,526Total purchase price

$
26,160       June 30,


Amortizable2007


LifeLCoS trade mark and trade names

$
1,208



7.5 yearsBrillian trade mark and trade name


148



4.0 yearsPatented technology


20,114



19.0 yearsTechnology license


5,551



5.0 yearsVivitar customer list


1,613



15.0 yearsVivitar trade name


11,095



15.0 yearsTotal Intangibles


39,729Less accumulated amortization


(3,316
)Total Net Intangibles

$
36,413   F-17




---



##### Table of Contents



SYNTAX-BRILLIAN
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  June 30,


Amortizable2006


LifeLCoS trade mark and trade names

$
1,208



7.5 yearsBrillian trade mark and trade name


148



4.0 yearsPatented technology


20,114



19.0 yearsLess accumulated amortization


(733
)Total Net Intangibles

$
20,737       Fiscal Year End2008

$
3,2142009


3,2142010


3,1932011


3,1772012


2,3442013


2,053Thereafter


19,218$
36,413   Note I
    Loans
    Payable, Bank:  Preferred
    Bank
    and/or
  and/or
   F-18




---



##### Table of Contents



SYNTAX-BRILLIAN
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          DBS
    Bank, Ltd.
    Note J
    Income
    (Loss) per Common Share:   F-19




---



##### Table of Contents



SYNTAX-BRILLIAN
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Years Ended June 30,2007


2006


2005Basic earnings (loss) per
    share:Net income (loss)

$
29,792


$
(18,879
)

$
(17
)Weighted average common shares


58,685



40,978



30,013Basic earnings (loss) per common
    share

$
0.51


$
(0.46
)

$
(0.00
)Diluted earnings (loss) per
    share:Net income (loss)

$
29,792


$
(18,879
)

$
(17
)Weighted average common shares


58,685



40,978



30,013Options and warrants common stock
    equivalents


2,295







Total common shares plus common
    stock equivalents


60,980



40,978



30,013Diluted earnings (loss) per common
    share

$
0.49


$
(0.46
)

$
(0.00
)   Note K
    Segment
    Reporting, Sales to Major Customers, and Geographic
    Information:   F-20




---



##### Table of Contents



SYNTAX-BRILLIAN
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DigitalLCD


LCoS


Camera


TotalFiscal year ended June 30,
    2007Net sales

$
650,528


$
5,645


$
41,447


$
697,620Operating income (loss)

$
96,209


$
(23,374
)

$
(6,855
)

$
65,980Depreciation and amortization

$
2,265


$
3,526


$
585


$
6,376Total assets

$
406,068


$
69,274


$
39,323


$
514,665Fiscal year ended June 30,
    2006Net sales

$
191,184


$
1,806


$



$
192,990Operating income (loss)

$
8,465


$
(15,430
)

$



$
(6,965
)Depreciation and amortization

$
454


$
2,020


$



$
2,474Total assets

$
86,691


$
40,965


$



$
127,656Fiscal year ended June 30,
    2005Net sales

$
82,586


$



$



$
82,586Operating income (loss)

$
344


$



$



$
344Depreciation and amortization

$
186


$



$



$
186Total assets

$
37,634


$



$



$
37,634           NorthAmerica


Asia


Europe


TotalFiscal year ended June 30,
    2007Net sales

$
319,440


$
351,019


$
27,161


$
697,620Fiscal year ended June 30,
    2006Net sales

$
156,994


$
35,675


$
321


$
192,990Fiscal year ended June 30,
    2005Net sales

$
62,574


$
20,012


$



$
82,586    F-21




---



##### Table of Contents



SYNTAX-BRILLIAN
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note L
    Commitments
    and Contingencies:              Fiscal year ended June 30,2008

$
4,0392009


3,6902010


3,4222011


2,7312012 and beyond


2,885$
16,767  F-22




---



##### Table of Contents



SYNTAX-BRILLIAN
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Note M
    Stock-Based
    Compensation:         F-23




---



##### Table of Contents



SYNTAX-BRILLIAN
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal YearEndedJune 30,2007


2006Expected life (in years)


6



5Expected volatility


77
%


113
%Risk-free interest rate


4.73
%


4.04
%Dividend yield


N/A



N/A       WeightedWeighted


AverageAverage


Remaining


AggregateNumber of


Exercise


Contractual


IntrinsicOptions


Price


Term


Value(in thousands)Outstanding at June 30, 2006


3,047,733


$
4.17Granted


1,516,750



3.49Exercised


359,567



2.05Forfeited and expired


82,620



6.40Outstanding at June 30, 2007


4,122,296


$
4.06



7.7


$
7,742Vested and expected to vest at
    June 30, 2007


4,055,484


$
4.60



7.7


$
7,587Exercisable at June 30, 2007


2,786,058


$
4.44



7.2


$
4,891     Options Outstanding


Options ExercisableNumber


Weighted Average


Weighted


Number


WeightedOutstanding


Remaining


Average


Exercisable


Averageat June 30,


Contractual


Exercise


at June 30,


ExerciseRange of Exercise Prices

2007


Life


Price


2007


Price$1.61  2.30


2,585,036



8.5


$
2.13



1,528,249


$
2.012.42  4.60


342,860



7.5



3.41



310,946



3.484.65  9.88


1,056,009



7.5



7.26



808,472



7.21$10.20  67.60


138,391



6.3



17.27



138,391



17.274,122,296



8.1


$
3.49



2,786,058


$
3.61    F-24




---



##### Table of Contents



SYNTAX-BRILLIAN
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note N
    Benefit
    Plans:  2003
    Employee Stock Purchase Plan
    Offering Period

Start Date


End Date


Offering Price


Shares Issued


Date Issued1st


9/16/2003



12/31/2003


$
7.14



13,502



1/2/20042nd


1/1/2004



6/30/2004


$
6.83



21,389



7/1/20043rd


7/1/2004



12/31/2004


$
2.93



43,903



1/3/20054th


1/1/2005



6/30/2005


$
2.24



36,329



7/1/20055th


7/1/2005



12/31/2005


$
2.13



39,928



1/3/20066th


1/1/2006



6/30/2006


$
2.04



49,538



7/3/20067th


7/1/2006



12/31/2006


$
2.04



51,254



12/29/20068th


1/1/2007



6/30/2007


$
2.32



67,744



6/29/2007   401(k)
    Profit Sharing Plan
   F-25




---



##### Table of Contents



SYNTAX-BRILLIAN
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note O
    Long-term
    Debt:    June 30,


June 30,2007


2006April 2005 7% Convertible
    Debentures maturing April 20, 2008, convertible at $1.57
    per share

$



$
985April 2005 9% Senior Secured
    Debentures maturing April 20, 2008, secured by a lien on
    certain assets






2,000July 2005 4% Convertible
    Debentures maturing July 12, 2008, convertible at $2.63 per
    share






1,300July 2005 9% Senior Secured
    Debentures maturing July 12, 2008, secured by a lien on
    certain assets






2,075Other long-term debt






33



6,393Less:Discount and beneficial conversion
    feature on convertible debentures






(1,763
)Discount on secured debentures






(872
)Total

$



$
3,758     Note P
    Redeemable
    Convertible Preferred Stock:           F-26




---



##### Table of Contents



SYNTAX-BRILLIAN
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note Q  Issuance
    of Common Stock and Warrants:
        Note R
    Warrants:    Shares of Common


Per ShareExpiration


Stock Issuable


ExerciseWarrants Relating to Issuance of:

Date


Under Warrants


PriceApril 2005 7% Convertible
    Debentures


10/10/2010



25,988


$
1.57July 2005 4% Convertible
    Debentures


01/08/2011



225,000


$
2.63July 2005 9% Secured Debentures


01/08/2011



76,656


$
2.63December 2005 Convertible
    Preferred Stock


06/27/2011



1,482,500


$
5.00March 2006 Common Stock


09/26/2010



750,000


$
5.00December 2006 Common Stock


05/31/2010



64,683


$
9.28March 2007 Common Stock


09/24/2010



211,817


$
8.78Total Warrants Outstanding






2,836,644  F-27




---



##### Table of Contents



SYNTAX-BRILLIAN
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note S
    Income
    Taxes:    2007

Current


Deferred


TotalFederal

$
19,818


$
(5,604
)

$
14,214State


6,017



(1,870
)


4,147Foreign


24



(570
)


(546
)Total

$
25,859


$
(8,044
)

$
17,815     Domestic

$
49,868Foreign


(2,261
)Total

$
47,607     2007


2006


2005Federal tax at statutory rates


35
%


34
%


34
%State tax at statutory rates, net
    of federal benefit


3
%


5
%


20
%Nondeductible interest and
    dividends


12
%






Meals and entertainment










85
%Other


(2
)%


(2
)%


(9
)%Change in valuation allowance


(11
)%


(37
)%


Total


37
%


0
%


130
%  F-28




---



##### Table of Contents



SYNTAX-BRILLIAN
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007


2006Deferred tax assets:Inventory reserves

$
2,667


$
3,748Accrued expenses


742



487Allowances and reserves


1,819



778Deferred offering costs


171



177Other


914



257Deferred warranty


6,361



1,963Depreciation and amortization


5,027



3,575Net operating loss


18,022



13,04035,723



24,025Deferred tax valuation allowance


(14,176
)


(21,359
)Total deferred tax asset

$
21,547


$
2,666Deferred tax liabilities:Depreciation and amortization

$



$
Prepaid expenses


(12
)


(142
)Book value in excess of tax basis
    of intangibles


(13,636
)


(1,973
)Other






(513
)Total


(13,648
)


(2,628
)Net deferred asset

$
7,899


$
38      F-29




---



##### Table of Contents



SYNTAX-BRILLIAN
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting for
    Income Taxes.
  Note T
    Restatement
    of Previously Reported Interim Financial Statements
    (unaudited)    Quarters EndedJune 30, 2007


March 31, 2007


December 31, 2006


September 30, 2006As Reported(1)


Restated


As Reported


Restated


As Reported


Restated


As Reported


RestatedNet sales

$
205,262


$
205,262


$
162,880


$
162,880


$
242,458


$
242,458


$
87,020


$
87,020Cost of sales


163,828



171,260



133,385



132,964



204,698



200,379



71,244



68,55241,434



34,002



29,495



29,916



37,760



42,079



15,776



18,468Operating expensesSelling, distribution, and marketing


5,160



5,160



5,652



5,652



5,853



5,853



3,131



3,131General and administrative


10,952



11,596



9,442



9,229



7,865



7,521



4,205



4,117Research and development


1,398



1,398



1,475



1,475



1,950



1,950



1,402



1,40217,510



18,154



16,569



16,356



15,668



15,324



8,738



8,650Operating income


23,924



15,848



12,926



13,560



22,092



26,755



7,038



9,818Other expense


(2,898
)


(2,898
)


(4,949
)


(4,949
)


(7,297
)


(7,297
)


(3,230
)


(3,230
)Income before income taxes


21,026



12,950



7,977



8,611



14,795



19,458



3,808



6,588Income tax expense


(12,631
)


(4,926
)


(2,484
)


(3,584
)


(2,700
)


(7,111
)






(2,194
)Net income

$
8,395


$
8,024


$
5,493


$
5,027


$
12,095


$
12,347


$
3,808


$
4,394Net income per common share:Basic

$
0.12


$
0.11


$
0.09


$
0.08


$
0.21


$
0.23


$
0.07


$
0.09Diluted

$
0.11


$
0.11


$
0.09


$
0.08


$
0.21


$
0.21


$
0.07


$
0.08     (1)
    
    Represents the amounts reported in the Companys earnings
    release on September 12, 2007 furnished on
    Form 8-K.  F-30




---



##### Table of Contents



SYNTAX-BRILLIAN
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Quarters EndedJune 30, 2006


March 31, 2006


Dec. 31, 2005


Sept. 30, 2005Net sales

$
59,807


$
45,671


$
60,155


$
27,357Cost of sales


52,523



41,514



53,321



21,7387,284



4,157



6,834



5,619Operating expensesSelling, distribution, and marketing


2,867



2,527



1,988



937General and administrative


4,477



4,060



4,460



5,127Research and development


1,853



1,936



627



9,197



8,523



7,075



6,064Operating income (loss)


(1,913
)


(4,366
)


(241
)


(445
)Other income (expense)


(3,585
)


(7,046
)


(991
)


(292
)Income (loss) before income taxes


(5,498
)


(11,412
)


(1,232
)


(737
)Income tax benefit (expense)










(79
)


79Net income (loss)

$
(5,498
)

$
(11,412
)

$
(1,311
)

$
(658
)Net income (loss) per common share:Basic

$
(0.11
)

$
(0.26
)

$
(0.04
)

$
(0.05
)Diluted

$
(0.11
)

$
(0.21
)

$
(0.04
)

$
(0.05
)   Note U
    Subsequent
    Event:   F-31




---



##### Table of Contents



SYNTAX-BRILLIAN
    CORPORATION
  SCHEDULE II
    VALUATION AND QUALIFYING ACCOUNTS
    For the Fiscal Years Ended June 30, 2007, 2006, and 2005
    (000s)
  Increases(Reductions)Balance at


Charged to


Charged toBeginning


Costs and


Other





Balance atof Period


Expenses


Accounts


Write-Offs


End of PeriodAllowance for doubtful accounts:Fiscal year ended 6/30/07

$
394


$
1,918


$
973
(a)

$
(633
)

$
2,652Fiscal year ended 6/30/06


160



318







(84
)


394Fiscal year ended 6/30/05


42



120







(2
)


160Valuation allowance for deferred
    tax asset:Fiscal year ended 6/30/07

$
21,359


$
(5,438
)

$
(1,700
)

$



$
14,176Fiscal year ended 6/30/06










21,359







21,359Fiscal year ended 6/30/05


















     (a)
    Vivitar allowance for doubtful accounts on date of acquisition  Balance at





Charged toBeginning


Warranty


Other


Balance atof Period


Provision


Accounts(b)


End of PeriodAccrued Warranty:Fiscal year ended 6/30/07

$
4,551


$
13,403


$
(5,462
)

$
12,492Fiscal year ended 6/30/06


1,995



7,403



(4,847
)


4,551Fiscal year ended 6/30/05


278



2,895



(1,178
)


1,995     (b)
    Represents cost of repairs in 2007 S-1




---



##### Table of Contents



EXHIBIT
    INDEX
  ExhibitNumber

Exhibit2
.1

Agreement and Plan of
    Reorganization, dated as of July 12, 2005, by and among the
    Registrant, BRMC Corporation, and Syntax Groups Corporation
    (Incorporated by reference to the Registrants Current
    Report on Form 8-K dated July 12, 2005, as filed with the SEC on
    July 18, 2005)2
.2

Agreement and Plan of
    Reorganization, dated as of October 27, 2006, among the
    Registrant, SBV-AC Corporation, Vivitar Corporation, and Great
    Step Co., Ltd. (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated October 27,
    2006, as filed with the SEC on November 1, 2006)3
.1

Certificate of Incorporation of
    the Registrant (Incorporated by reference to the Registration
    Statement on Form 10/A (Amendment No. 1) as filed with the SEC
    on June 27, 2003)3
.2

Certificate of Designation of
    Series A Junior Participating Preferred Stock (Incorporated by
    reference to the Registration Statement on Form 10/A (Amendment
    No. 4) as filed with the SEC on September 3, 2003)3
.3

Bylaws of the Registrant
    (Incorporated by reference to the Registration Statement on Form
    10/A (Amendment No. 1) as filed with the SEC on June 27, 2003)3
.4

Certificate of Designation of 6%
    Redeemable Convertible Preferred Stock (Incorporated by
    reference to the Registrants Current Report on Form 8-K
    dated December 28, 2005, as filed with the SEC on January 3,
    2006)3
.5

Certificate of Amendment to
    Certificate of Incorporation of the Registrant (Incorporated by
    reference to the Registrants Current Report on Form 8-K
    dated March 17, 2006, as filed with the SEC on March 21, 2006)4
.1

Specimen of Common Stock
    Certificate (Incorporated by reference to the Registrants
    Current Report on Form 8-K dated November 30, 2005, as filed
    with the SEC on December 6, 2005)4
.2

Rights Agreement between the
    Registrant and The Bank of New York, as Rights Agent, including
    Form of Right Certificate (Incorporated by reference to the
    Registration Statement on Form 10/A (Amendment No. 4) as filed
    with the SEC on September 3, 2003)4
.5

Registration Rights Agreement,
    dated as of April 18, 2005, by and among the Registrant, Gamma
    Opportunity Capital Partners, LP, Enable Growth Partners, LP,
    Enable Opportunity Partners, LP, Bushido Capital Master Fund LP,
    SRG Capital LLC, and Regenmacher Holdings Ltd. (Incorporated by
    reference to the Registrants Current Report on Form 8-K
    dated April 20, 2005, as filed with the SEC on April 26, 2005)4
.6

Registration Rights Agreement,
    dated as of July 12, 2005, by and among the Registrant, Enable
    Growth Partners LP, Enable Opportunity Partners LP, Bushido
    Capital Master Fund LP, SRG Capital LLC, Gryphon Master Fund,
    L.P., GSSF Master Fund, L.P., and Regenmacher Holdings Ltd.
    (Incorporated by reference to the Registrants Current
    Report on Form 8-K dated July 12, 2005, as filed with the SEC on
    July 18, 2005)4
.8

Form of Warrant issued on July 12,
    2005 to Enable Growth Partners, LP, Enable Opportunity Partners
    LP, Bushido Capital Master Fund LP, SRG Capital LLC, Gryphon
    Master Fund, L.P., GSSF Master Fund, L.P., and Regenmacher
    Holdings Ltd. (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated July 12,
    2005, as filed with the SEC on July 18, 2005)4
.12

Amendment No. 1 to Rights
    Agreement, dated as of November 8, 2005, between the Registrant
    and The Bank of New York, as Rights Agent (Incorporated by
    reference to the Registrants Current Report on Form 8-K
    dated November 8, 2005, as filed with the SEC on November 10,
    2005)4
.13

Form of warrant issued in
    connection with the Securities Purchase Agreement dated as of
    December 28, 2005 (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated December 28,
    2005, as filed with the SEC on January 3, 2006)4
.14

Registration Rights Agreement,
    dated as of December 29, 2005, by and among the Registrant and
    the purchasers named therein (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated December 28,
    2005, as filed with the SEC on January 3, 2006)4
.15

Specimen of 6% Redeemable
    Convertible Preferred Stock Certificate (Incorporated by
    reference to the Registrants Form 10-Q for the quarterly
    period ended December 31, 2005, as filed with the SEC on
    February 21, 2006)




---



##### Table of Contents



ExhibitNumber

Exhibit4
.16

Warrant issued in connection with
    the Securities Purchase Agreement dated as of March 29, 2006
    (Incorporated by reference to the Registrants Current
    Report on Form 8-K dated March 29, 2006, as filed with the SEC
    on April 3, 2006)4
.17

Registration Rights Agreement,
    dated as of March 29, 2006, between the Registrant and Taiwan
    Kolin Co. Ltd. (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated March 29,
    2006, as filed with the SEC on April 3, 2006)4
.18

Form of warrant issued in
    connection with the Securities Purchase Agreement dated as of
    December 7, 2006 (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated December 1,
    2006, as filed with the SEC on December 7, 2006)4
.19

Form of warrant issued in
    connection with the Securities Purchase Agreement dated as of
    March 27, 2007 (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated March 27,
    2007, as filed with the SEC on April 2, 2007)10
.4

Amended and Restated Lease,
    effective as of January 1, 2007, between Papago Paragon
    Partners, L.L.C. and the Registrant (Incorporated by reference
    to the Registrants Current Report on Form 8-K dated July
    19, 2007, as filed with the SEC on July 25, 2007)10
.6

2003 Incentive Compensation Plan,
    as amended through March 1, 2007*10
.7

Profit Sharing/401(k) Plan
    (Incorporated by reference to the Registration Statement on Form
    10/A (Amendment No. 4) as filed with the SEC on September 3,
    2003)10
.8

2003 Employee Stock Purchase Plan
    (Incorporated by reference to the Registration Statement on Form
    S-8 (Registration No. 333-108363) as filed with the SEC on
    August 29, 2003)10
.9

Form of Indemnity Agreement for
    directors and executive officers (Incorporated by reference to
    the Registration Statement on Form 10/A (Amendment No. 1) as
    filed with the SEC on June 27, 2003)10
.24

Stockholders Voting
    Agreement, dated as of July 12, 2005, by and among the
    Registrant, Vincent Sollitto, Wayne Pratt, Ching Hua Li, Man Kit
    Chow, Roger Kao, Tzu Ping Ho, Lily Lay Taiwan Kolin Company
    Limited, Lin-Li Wu, and Michael Chan (Incorporated by reference
    to the Registrants Current Report on Form 8-K dated July
    12, 2005, as filed with the SEC on July 18, 2005)10
.25

Employment Agreement by and
    between the Registrant and Vincent Sollitto (Incorporated by
    reference to the Registrants Current Report on Form 8-K
    dated July 12, 2005, as filed with the SEC on July 18, 2005)10
.26

Employment Agreement by and
    between the Registrant and Wayne Pratt (Incorporated by
    reference to the Registrants Current Report on Form 8-K
    dated July 12, 2005, as filed with the SEC on July 18, 2005)10
.27

Employment Agreement by and
    between the Registrant and James Li (Incorporated by reference
    to the Registrants Current Report on Form 8-K dated July
    12, 2005, as filed with the SEC on July 18, 2005)10
.28

Employment Agreement by and
    between the Registrant and Thomas Chow (Incorporated by
    reference to the Registrants Current Report on Form 8-K
    dated July 12, 2005, as filed with the SEC on July 18, 2005)10
.29

Employment Agreement by and
    between the Registrant and Michael Chan (Incorporated by
    reference to the Registrants Current Report on Form 8-K
    dated July 12, 2005, as filed with the SEC on July 18, 2005)10
.30

Employment Agreement by and
    between the Registrant and Robert Melcher (Incorporated by
    reference to the Registrants Current Report on Form 8-K
    dated July 12, 2005, as filed with the SEC on July 18, 2005)10
.36

Securities Purchase Agreement,
    dated as of December 28, 2005, among the Registrant and the
    purchasers named therein (Incorporated by reference to the
    Registrants Current Report on
    Form 8-K
    dated December 28, 2005, as filed with the SEC on January 3,
    2006)10
.37

Syntax Groups Corporation 2005
    Stock Incentive Plan 2005 Deferred and Restricted Stock Plan
    (Incorporated by reference to Exhibit 99.1 to the Registration
    Statement on Form S-8 (Registration No. 333-132479) as filed
    with the SEC on March 16, 2006)10
.38

Amended and Restated Business Loan
    and Security Agreement, dated as of December 13, 2006 and as
    amended February 21, 2007, by and among Preferred Bank, the
    Registrant, Syntax Groups Corporation, and Syntax Corporation
    (Incorporated by reference to the Registrants Form 10-Q
    for the quarterly period ended March 31, 2007, as filed with the
    SEC on May 11, 2007)




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##### Table of Contents



ExhibitNumber

Exhibit10
.38(a)

Second Amendment to Amended and
    Restated Business Loan and Security Agreement, dated as of July
    26, 2007, by and among Preferred Bank, the Registrant, Syntax
    Groups Corporation, and Syntax Corporation (Incorporated by
    reference to the Registrants Current Report on Form 8-K
    dated July 26, 2007, as filed with the SEC on July 30, 2007)10
.39

Change in Terms Agreement, dated
    as of December 14, 2005, among Preferred Bank, Syntax Groups
    Corporation, and Syntax Corporation (Incorporated by reference
    to the Registrants Form 10-Q for the quarterly period
    ended December 31, 2005, as filed with the SEC on February 21,
    2006)10
.40

Second Amendment to Business Loan
    and Security Agreement, dated as of January 31, 2006, among
    Preferred Bank, Syntax Groups Corporation, and Syntax
    Corporation (Incorporated by reference to the Registrants
    Form 10-Q for the quarterly period ended December 31, 2005, as
    filed with the SEC on February 21, 2006)10
.41

Form of Continuing Guaranty
    entered into in connection with Exhibit 10.40, and schedule
    listing signatories (Incorporated by reference to the
    Registrants Form 10-Q for the quarterly period ended
    December 31, 2005, as filed with the SEC on February 21, 2006)10
.42

Securities Purchase Agreement,
    dated as of March 29, 2006, between the Registrant and Taiwan
    Kolin Co. Ltd. (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated March 29,
    2006, as filed with the SEC on April 3, 2006)10
.43

Securities Purchase Agreement,
    dated as of December 1, 2006, between the Registrant and the
    purchasers named therein (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated December 1,
    2006, as filed with the SEC on December 7, 2006)10
.44

Registration Rights Agreement,
    dated as of December 7, 2006, between the Registrant and the
    purchasers named therein (Incorporated by reference to the
    Registrants Current Report on
    Form 8-K
    dated December 1, 2006, as filed with the SEC on December 7,
    2006)10
.45

Amended and Restated Factoring
    Agreement, dated as of November 22, 2006, between The CIT
    Group/Commercial Services, Inc. and Syntax Corporation
    (Incorporated by reference to the Registrants Current
    Report on Form 8-K dated November 22, 2006, as filed with the
    SEC on December 28, 2006)10
.46

Amended and Restated Promissory
    Note-Variable Rate issued on December 1, 2006 by Syntax Groups
    Corporation and Syntax Corporation in favor of Preferred Bank
    (Incorporated by reference to the Registrants Current
    Report on Form 8-K dated November 22, 2006, as filed with the
    SEC on December 28, 2006)10
.47

Amended Promissory Note-Variable
    Rate issued on July 26, 2007 by Syntax Groups Corporation and
    Syntax Corporation in favor of Preferred Bank (Incorporated by
    reference to the Registrants Current Report on Form 8-K
    dated July 26, 2007, as filed with the SEC on July 30, 2007)10
.48

Form of Continuing Guaranty
    between Preferred Bank and each of James Ching Hua Li, Roger
    Kao, Thomas Man Kit Chow, and Michael K. Chan, each dated
    December 1, 2006 (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated November 22,
    2006, as filed with the SEC on December 28, 2006)10
.49

Fifth Amended and Restated
    Promissory Note-Variable Rate issued on July 26, 2007 by the
    Registrant, Syntax Groups Corporation, and Syntax Corporation in
    favor of Preferred Bank (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated July 26,
    2007, as filed with the SEC on July 30, 2007)10
.50

Business Loan Agreement (Asset
    Based), dated December 26, 2006, between Vivitar Corporation and
    DBS Bank Ltd. (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated December 26,
    2006, as filed with the SEC on January 3, 2007)10
.51

Promissory Note dated December 26,
    2006 by Vivitar Corporation in favor of DBS Bank Ltd.
    (Incorporated by reference to the Registrants Current
    Report on Form 8-K dated December 26, 2006, as filed with the
    SEC on January 3, 2007)10
.52

Commercial Security Agreement,
    dated December 26, 2006, between Vivitar Corporation and DBS
    Bank Ltd. (Incorporated by reference to the Registrants
    Current Report on Form 8-K dated December 26, 2006, as filed
    with the SEC on January 3, 2007)




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##### Table of Contents



ExhibitNumber

Exhibit10
.53

Manufacturing Agreement, dated
    March 9, 2004, between Syntax Groups Corporation and Taiwan
    Kolin Company Limited as amended on March 12, 2004, February 1,
    2005, and May 7, 2007 (Incorporated by reference to the
    Registrants Form 10-Q for the quarterly period ended March
    31, 2007, as filed with the SEC on May 11, 2007)10
.54

Distribution Agreement, dated
    September 8, 2004, between Taiwan Kolin Company Limited and
    Syntax Groups Corporation (Incorporated by reference to the
    Registrants Form 10-Q for the quarterly period ended
    December 31, 2006, as filed with the SEC on February 14, 2007)10
.55

Price Protection for Channels
    Agreement, dated March 9, 2004, between Taiwan Kolin Company
    Limited and Syntax Groups Corporation, as amended on December
    31, 2004 and July 1, 2006 (Incorporated by reference to the
    Registrants Form 10-Q for the quarterly period ended
    December 31, 2006, as filed with the SEC on February 14, 2007)10
.56

Volume Incentive Agreement, dated
    March 9, 2004, between Taiwan Kolin Company Limited and Syntax
    Groups Corporation (Incorporated by reference to the
    Registrants Form 10-Q for the quarterly period ended
    December 31, 2006, as filed with the SEC on February 14, 2007)10
.57

Letter Agreements re shipment
    terms and duty payments, dated June 16, 2005 and June 20, 2005
    (Incorporated by reference to the Registrants Form 10-Q
    for the quarterly period ended December 31, 2006, as filed with
    the SEC on February 14, 2007)10
.58

Warranty and Repair Services
    Agreement, dated April 1, 2004, between Taiwan Kolin Company
    Limited and Syntax Groups Corporation, as amended on January 1,
    2006 (Incorporated by reference to the Registrants Form
    10-Q for the quarterly period ended December 31, 2006, as filed
    with the SEC on February 14, 2007)**10
.59

Marketing Development Agreement,
    dated March 1, 2004, between Taiwan Kolin Company Limited and
    Syntax Groups Corporation (Incorporated by reference to the
    Registrants Form 10-Q for the quarterly period ended
    December 31, 2006, as filed with the SEC on February 14, 2007)10
.60

Technology Research and
    Development Agreement, dated March 9, 2004, between Taiwan Kolin
    Company Limited and Syntax Groups Corporation (Incorporated by
    reference to the Registrants Form 10-Q for the quarterly
    period ended December 31, 2006, as filed with the SEC on
    February 14, 2007)10
.61

Property Disbursement Sharing
    Agreement, dated June 14, 2004, between Taiwan Kolin Company
    Limited and Syntax Groups Corporation (Incorporated by reference
    to the Registrants Form 10-Q for the quarterly period
    ended December 31, 2006, as filed with the SEC on February 14,
    2007)10
.62

Property Disbursement Sharing
    Agreement, dated March 1, 2006, between Taiwan Kolin Company
    Limited and Syntax-Brillian Corporation (Incorporated by
    reference to the Registrants Form 10-Q for the quarterly
    period ended December 31, 2006, as filed with the SEC on
    February 14, 2007)10
.63

Securities Purchase Agreement,
    dated as of March 27, 2007, among the Registrant and the
    purchasers named therein (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated march 27,
    2007, as filed with the SEC on April 2, 2007)10
.64

Registration Rights Agreement,
    dated as of March 27, 2007, among the Registrant and the
    purchasers named therein (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated march 27,
    2007, as filed with the SEC on April 2, 2007)10
.65

Term Loan Agreement, dated April
    26, 2007, among The CIT Group/Commercial Services, Inc.,
    Registrant, Syntax Groups Corporation, and Syntax Corporation
    (Incorporated by reference to the Registrants Current
    Report on Form 8-K dated April 26, 2007, as filed with the SEC
    on May 2, 2007)10
.66

Term Loan Promissory Note dated
    April 26, 2007 (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated April 26,
    2007, as filed with the SEC on May 2, 2007)10
.67

Form of Guaranty in favor of The
    CIT Group/Commercial Services, Inc. by each of James Ching Hua
    Li, Thomas Man Kit Chow, The 1999 Chow Family Trust, and Roger
    Kao, each dated April 26, 2007 (Incorporated by reference to the
    Registrants Current Report on Form 8-K dated April 26,
    2007, as filed with the SEC on May 2, 2007)10
.68

Securities Purchase Agreement,
    dated as of August 23, 2007, between the Registrant and TECO
    Electric & Machinery Co., Ltd. (Incorporated by reference
    to the Registrants Current Report on Form 8-K dated August
    23, 2007, as filed with the SEC on August 29, 2007)




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##### Table of Contents



ExhibitNumber

Exhibit10
.69

Registration Rights Agreement,
    dated as of August 23, 2007, between the Registrant and TECO
    Electric & Machinery Co., Ltd. (Incorporated by reference
    to the Registrants Current Report on Form 8-K dated August
    23, 2007, as filed with the SEC on August 29, 2007)10
.70

Business Loan and Security
    Agreement, dated as of June 26, 2007, among Preferred Bank, the
    Registrant, Syntax Groups Corporation, and Syntax Corporation*10
.71

Promissory Note issued on June 26,
    2007 by Syntax Groups Corporation and Syntax Corporation in
    favor of Preferred Bank*21


Subsidiaries*23
.1

Consent of Independent Registered
    Public Accounting Firm*23
.2

Consent of Independent Registered
    Public Accounting Firm*31
.1

Certification of Chief Executive
    Officer pursuant to Rule 13a-14 (a)/15d-14 (a)*31
.2

Certification of Chief Financial
    Officer pursuant to Rule 13a-14(a)/15d-14(a)*32
.1

Section 1350 Certification of
    Chief Executive Officer*32
.2

Section 1350 Certification of
    Chief Financial Officer*     *
    
    Filed herewith.**
    
    Portions of this exhibit have been omitted pursuant to a
    confidential treatment request that was granted by the
    Securities and Exchange Commission pursuant to
    Rule 24b-2
    of the Exchange Act.