##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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(Mark One)

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



For the Quarterly Period Ended December 31, 2004



OR



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



For the transition period from              to
            .



Commission File Number 000-31081



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TRIPATH TECHNOLOGY INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 77-0407364                          
|(State or other jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



2560 Orchard Parkway

San Jose, California 95131

(Address of Principal Executive Office including (Zip Code)



(408) 750-3000

(Registrants telephone number, including area code)



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (Exchange
Act) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈



Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule
12b-2).    Yes  x    No ̈



50,420,190 shares of the Registrants common stock were outstanding as of January 31,
2005.



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##### Table of Contents

TABLE OF CONTENTS



|                              |  |                                                                                               |  |                                                                                                                   |  |  
|----------------------------- |  | --------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------- |  | -
|PART I.
Financial Information |  | 1                                                                                            
|                              |  |                                                                                              
|                              |  | Item 1.
Financial Statements                                                                  |  | 1                                                                                                                
|                              |  |                                                                                               | 
|                              |  |                                                                                               |  | Condensed Consolidated Balance Sheets as of December 31, 2004 (unaudited) and September 30, 2004                  |  | 1
|                              |  |                                                                                               | 
|                              |  |                                                                                               |  | Condensed Consolidated Statements of Operations for the three months ended December 31, 2004 and 2003 (unaudited) |  | 2
|                              |  |                                                                                               | 
|                              |  |                                                                                               |  | Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2004 and 2003 (unaudited) |  | 3
|                              |  |                                                                                               | 
|                              |  |                                                                                               |  | Notes to Condensed Interim Consolidated Financial Statements                                                      |  | 4
|                              |  |                                                                                              
|                              |  | Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 13                                                                                                               
|                              |  |                                                                                              
|                              |  | Risk Factors                                                                                  |  | 18                                                                                                               
|                              |  |                                                                                              
|                              |  | Item 3.
Quantitative and Qualitative Disclosures about Market Risk                            |  | 26                                                                                                               
|                              |  |                                                                                              
|                              |  | Item 4.
Controls and Procedures                                                               |  | 26                                                                                                               
|                              | 
|PART II.
Other Information    |  | 28                                                                                           
|                              |  |                                                                                              
|                              |  | Item 1.
Legal Proceedings                                                                     |  | 28                                                                                                               
|                              |  |                                                                                              
|                              |  | Item 6.
Exhibits                                                                              |  | 31                                                                                                               
|                              |  |                                                                                              
|                              |  | Signatures                                                                                    |  | 32                                                                                                               
|                              |  |                                                                                              
|                              |  | Exhibit Index                                                                                 |  | 33                                                                                                               



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##### Table of Contents

PART I. Financial Information



Item 1. Financial Statements



TRIPATH TECHNOLOGY INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)



|                                                                                                                                                                                            |  |                              |          |   |                             |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | -------- | - | --------------------------- | - | -------- | -
|                                                                                                                                                                                            |  | December 31, 2004(Unaudited) |          |   | September 30, 2004(Audited) |  
|ASSETS                                                                                                                                                                                      |  |                              |          |   |                             |   |          |  
|Current assets:                                                                                                                                                                             |  |                              |          |   |                             |   |          |  
|Cash, cash equivalents and restricted cash                                                                                                                                                  |  | $                            | 3,932    |   |                             | $ | 7,339    |  
|Accounts receivable, net                                                                                                                                                                    |  |                              | 615      |   |                             |   | 1,019    |  
|Inventories, net                                                                                                                                                                            |  |                              | 3,625    |   |                             |   | 3,780    |  
|Prepaid expenses and other current assets                                                                                                                                                   |  |                              | 374      |   |                             |   | 212      |  
|                                                                                                                                                                                            |  |                              |          |   |                             |   |          |  
|Total current assets                                                                                                                                                                        |  |                              | 8,546    |   |                             |   | 12,350   |  
|                                                                                                                                                                                            |  |                             
|Property and equipment, net                                                                                                                                                                 |  |                              | 1,429    |   |                             |   | 1,674    |  
|Other assets                                                                                                                                                                                |  |                              | 129      |   |                             |   | 123      |  
|                                                                                                                                                                                            |  |                              |          |   |                             |   |          |  
|Total assets                                                                                                                                                                                |  | $                            | 10,104   |   |                             | $ | 14,147   |  
|                                                                                                                                                                                            |  |                              |          |   |                             |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                        |  |                              |          |   |                             |   |          |  
|Current liabilities:                                                                                                                                                                        |  |                              |          |   |                             |   |          |  
|Accounts payable                                                                                                                                                                            |  | $                            | 1,932    |   |                             | $ | 2,908    |  
|Current portion of capital lease obligations                                                                                                                                                |  |                              | 461      |   |                             |   | 664      |  
|Current portion of deferred rent                                                                                                                                                            |  |                              | 276      |   |                             |   | 266      |  
|Accrued expenses                                                                                                                                                                            |  |                              | 871      |   |                             |   | 764      |  
|Deferred distributor revenue                                                                                                                                                                |  |                              | 730      |   |                             |   | 823      |  
|                                                                                                                                                                                            |  |                              |          |   |                             |   |          |  
|Total current liabilities                                                                                                                                                                   |  |                              | 4,270    |   |                             |   | 5,425    |  
|                                                                                                                                                                                            |  |                              |          |   |                             |   |          |  
|Long term liabilities                                                                                                                                                                       |  |                              | 479      |   |                             |   | 571      |  
|                                                                                                                                                                                            |  |                              |          |   |                             |   |          |  
|Commitments and contingencies (see Note 10)                                                                                                                                                 |  |                              |          |   |                             |   |          |  
|Stockholders equity:                                                                                                                                                                       |  |                              |          |   |                             |   |          |  
|                                                                                                                                                                                            |  |                             
|Common stock, $0.001 par value, 100,000,000 shares authorized; 50,233,101 and 50,043,158 shares issued and outstanding at December 31, 2004
(unaudited) and September 30, 2004 respectively |  |                              | 50       |   |                             |   | 49       |  
|Additional paid-in capital                                                                                                                                                                  |  |                              | 199,396  |   |                             |   | 199,333  |  
|Deferred stock-based compensation                                                                                                                                                           |  |                              | (54      | ) |                             |   | (95      | )
|Accumulated deficit                                                                                                                                                                         |  |                              | (194,037 | ) |                             |   | (191,136 | )
|                                                                                                                                                                                            |  |                              |          |   |                             |   |          |  
|Total stockholders equity                                                                                                                                                                  |  |                              | 5,355    |   |                             |   | 8,151    |  
|                                                                                                                                                                                            |  |                              |          |   |                             |   |          |  
|Total liabilities and stockholders equity                                                                                                                                                  |  | $                            | 10,104   |   |                             | $ | 14,147   |  
|                                                                                                                                                                                            |  |                              |          |   |                             |   |          |  



The accompanying notes
are an integral part of these condensed interim consolidated financial statements.



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##### Table of Contents

TRIPATH TECHNOLOGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

Unaudited



|                                                                        |  |                                 |        |   |      |   |        |  
|----------------------------------------------------------------------- |  | ------------------------------- | ------ | - | ---- | - | ------ | -
|                                                                        |  | Three Months Ended December 31, |       
|                                                                        |  | 2004                            |        |   | 2003 |  
|Revenue                                                                 |  | $                               | 1,618  |   |      | $ | 4,126  |  
|Cost of revenue                                                         |  |                                 | 1,195  |   |      |   | 2,769  |  
|                                                                        |  |                                 |        |   |      |   |        |  
|Gross profit                                                            |  |                                 | 423    |   |      |   | 1,357  |  
|                                                                        |  |                                 |        |   |      |   |        |  
|Operating expenses:                                                     |  |                                 |        |   |      |   |        |  
|Research and development                                                |  |                                 | 1,901  |   |      |   | 1,669  |  
|Selling, general and administrative                                     |  |                                 | 1,428  |   |      |   | 1,082  |  
|                                                                        |  |                                 |        |   |      |   |        |  
|Total operating expenses                                                |  |                                 | 3,329  |   |      |   | 2,751  |  
|                                                                        |  |                                 |        |   |      |   |        |  
|Loss from operations                                                    |  |                                 | (2,906 | ) |      |   | (1,394 | )
|Interest and other income, net                                          |  |                                 | 5      |   |      |   | 8      |  
|                                                                        |  |                                 |        |   |      |   |        |  
|Net loss                                                                |  | $                               | (2,901 | ) |      | $ | (1,386 | )
|                                                                        |  |                                 |        |   |      |   |        |  
|Basic and diluted net loss per share                                    |  | $                               | (0.06  | ) |      | $ | (0.03  | )
|                                                                        |  |                                 |        |   |      |   |        |  
|Number of shares used in computing basic and diluted net loss per share |  |                                 | 48,267 |   |      |   | 43,853 |  
|                                                                        |  |                                 |        |   |      |   |        |  



The accompanying notes
are an integral part of these condensed interim consolidated financial statements.



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TRIPATH TECHNOLOGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Unaudited



|                                                                               |  |                                 |        |   |      |   |        |  
|------------------------------------------------------------------------------ |  | ------------------------------- | ------ | - | ---- | - | ------ | -
|                                                                               |  | Three Months Ended December 31, |       
|                                                                               |  | 2004                            |        |   | 2003 |  
|Cash flows from operating activities:                                          |  |                                 |        |   |      |   |        |  
|Net loss                                                                       |  | $                               | (2,901 | ) |      | $ | (1,386 | )
|Adjustments to reconcile net loss to net cash used in operating activities:    |  |                                 |        |   |      |   |        |  
|Depreciation and amortization                                                  |  |                                 | 249    |   |      |   | 294    |  
|Deferred Rent                                                                  |  |                                 | (63    | ) |      |   | 52     |  
|Allowance for doubtful accounts                                                |  |                                 |       |   |      |   | (6     | )
|Provision for slow moving, excess and obsolete inventory                       |  |                                 |       |   |      |   | 243    |  
|Stock-based compensation                                                       |  |                                 | 41     |   |      |   | 46     |  
|Changes in assets and liabilities:                                             |  |                                 |        |   |      |   |        |  
|Accounts receivable                                                            |  |                                 | 404    |   |      |   | (101   | )
|Inventories                                                                    |  |                                 | 155    |   |      |   | (1,781 | )
|Prepaid expenses and other assets                                              |  |                                 | (168   | ) |      |   | (106   | )
|Accounts payable                                                               |  |                                 | (976   | ) |      |   | 1,559  |  
|Accrued expenses                                                               |  |                                 | 107    |   |      |   | (72    | )
|Deferred distributor revenue                                                   |  |                                 | (93    | ) |      |   | 387    |  
|                                                                               |  |                                 |        |   |      |   |        |  
|Net cash used in operating activities                                          |  |                                 | (3,245 | ) |      |   | (871   | )
|                                                                               |  |                                 |        |   |      |   |        |  
|Cash flows from investing activities:                                          |  |                                 |        |   |      |   |        |  
|Purchase of property and equipment                                             |  |                                 | (4     | ) |      |   | (201   | )
|                                                                               |  |                                 |        |   |      |   |        |  
|Net cash used in investing activities                                          |  |                                 | (4     | ) |      |   | (201   | )
|                                                                               |  |                                 |        |   |      |   |        |  
|Cash flows from financing activities:                                          |  |                                 |        |   |      |   |        |  
|Proceeds from issuance of common stock under ESPP and upon exercise of options |  |                                 | 64     |   |      |   | 304    |  
|Proceeds from issuance of common stock upon exercise of warrants               |  |                                 |       |   |      |   | 1,366  |  
|Principal payments on capital lease obligations                                |  |                                 | (222   | ) |      |   | (74    | )
|                                                                               |  |                                 |        |   |      |   |        |  
|Net cash provided by (used in) financing activities                            |  |                                 | (158   | ) |      |   | 1,596  |  
|                                                                               |  |                                 |        |   |      |   |        |  
|Net increase (decrease) in cash and cash equivalents                           |  |                                 | (3,407 | ) |      |   | 524    |  
|Cash, cash equivalents, and restricted cash, beginning of period               |  |                                 | 7,339  |   |      |   | 9,088  |  
|                                                                               |  |                                 |        |   |      |   |        |  
|Cash, cash equivalents, and restricted cash, end of period                     |  | $                               | 3,932  |   |      | $ | 9,612  |  
|                                                                               |  |                                 |        |   |      |   |        |  
|Non-cash financing activity:                                                   |  |                                 |        |   |      |   |        |  
|Property and equipment acquired by capital lease                               |  | $                               |       |   |      | $ | 317    |  
|                                                                               |  |                                 |        |   |      |   |        |  



The accompanying notes
are an integral part of these condensed interim consolidated financial statements.



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Tripath Technology Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)



1. Basis of Presentation



The unaudited condensed interim consolidated financial statements included herein have been prepared by Tripath Technology Inc. (the Company) in accordance
with accounting principles generally accepted in the United States of America and reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary to state fairly the Companys financial
position, results of operations and cash flows for the periods presented. These interim financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Companys Transition
Report on Form 10-K/T for the transition period ended September 30, 2004. The results of operations for the three months ended December 31, 2004 are not necessarily indicative of the results to be expected for any subsequent quarter or for the
entire year.



On November 14, 2004, Tripaths Board of Directors approved
a change in the Companys fiscal year end from December 31 to September 30, effective as of September 30, 2004.



The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenue and expenses during the reporting period. Actual results could
differ from those estimates, and such differences may be material to the financial statements.



The unaudited condensed interim consolidated financial statements include the accounts of the Company and its wholly-owned Japanese subsidiary, which was incorporated in January 2001. All significant intercompany
balances and transactions have been eliminated in consolidation. The U.S. dollar is the functional currency for the Companys Japanese wholly-owned subsidiary. Assets and liabilities that are not denominated in the functional currency are
remeasured into U.S. dollars and the resulting gains or losses are included in Interest and other income, net. Such gains or losses have not been material for any period presented.



The Companys consolidated financial statements have been prepared on the basis of a
going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred substantial losses and has experienced negative cash flow since inception and has an
accumulated deficit of $194 million at December 31, 2004.



Beginning in August
2001, the Company instituted programs to reduce expenses including reducing headcount from 144 employees at the end of July 2001 to 63 employees at the end of December 2004 and reducing employees salaries by 10%. In September 2002 the Company
relocated its headquarters which reduced rent expense and canceled its D&O policy which reduced insurance expense. These actions resulted in significant cost savings in 2003. The Company reduced its cash used in operating activities from
approximately $13 million in 2002 to approximately $4 million in 2003. However, for the nine months ended September 30, 2004, cash used in operating activities increased to $9.1 million, and for the three months ended December 31, 2004, cash used in
operating activities was $3.2 million.



During 2004, warrants were exercised
which resulted in the Company receiving proceeds totaling approximately $2.3 million. In addition, in August 2004 we raised $5 million through financing. At December 31, 2004, the Company had working capital of $4.3 million, including cash of $3.9
million.



The Company is aware that its existing working capital at December
31, 2004 may not be sufficient to meet its operating, working capital, investing and financing requirements for the next twelve months. The Company has not made any adjustment to its consolidated financial statements as a result of the outcome of
the uncertainty described above.



The Company will need to raise additional
funds to finance its activities through public or private equity or debt financings, the formation of strategic partnerships or alliances with other companies or through bank borrowings with existing or new banks. The Company may not be able to
obtain additional funds on terms that would be favorable to the Company and its stockholders, or at all. In such instance, the Company will take measures to reduce its operating expenses, such as reducing headcount or canceling selected research and
development projects. Without sufficient capital to fund its operations, the Company will no longer be able to continue as a going concern. The Company believes, based on its current cash balance as well as its ability to implement the
aforementioned measures, if needed, that the Company will have liquidity sufficient to meet its operating, working capital and financing needs for the next twelve months and perhaps beyond. The Companys long-term prospects are dependent upon
obtaining sufficient financing as needed to fund current working capital needs and future growth, and ultimately on achieving profitability.



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2. Revenue recognition



The Company recognizes revenue in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104 (SAB 104), Revenue
Recognition. The Company recognizes revenue when all of the following criteria are met: 1) there is persuasive evidence that an arrangement exists, 2) delivery of goods has occurred, 3) the sales price is fixed or determinable, and 4)
collectibility is reasonably assured. The following policies apply to the Companys major categories of revenue transactions.



Sales to OEM Customers: Under the Companys standard terms and conditions of sale, title and risk of loss transfer to the customer at the time product is
shipped to the customer, FOB shipping point, and revenue is recognized accordingly. The Company accrues the estimated cost of post-sale obligations, including basic product warranties or returns, based on historical experience. The Company has
experienced minimal warranty or other returns to date.



Sales to
Distributors: The Company provides its distributors certain incentives such as stock rotation, price protection, and other offerings. As a result of these incentives, the Company generally defers recognition of revenue until such time that the
distributor sells product to its customer based upon receipt of point-of-sale reports from the distributor. In limited circumstances, revenue may be recognized when sold to a distributor if the distributor acknowledges in writing that there is no
right of return and the sale otherwise meets the SAB 104 criteria.



3. Net
loss per share



Basic net loss per share is computed by dividing the net
loss attributable to common stockholders for the period by the weighted average number of common stock outstanding during the period. Diluted net loss per share is computed based on the weighted average number of common stock and dilutive potential
common stock outstanding. The calculation of diluted net loss per share excludes potential common stock if the effect is anti-dilutive. Potential common stock consists of incremental common stock issuable upon the exercise of stock options and
common stock issuable upon the exercise of common stock warrants.



Total
potential common stock of 12,312,000 and 11,852,000 shares were not included in the diluted net loss per share calculation for the periods ended December 31, 2004 and 2003, respectively, because to do so would be anti-dilutive.



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



|                                     |  |                                 |        |   |      |   |        |  
|------------------------------------ |  | ------------------------------- | ------ | - | ---- | - | ------ | -
|                                     |  | Three Months Ended December 31, |       
|                                     |  | 2004                            |        |   | 2003 |  
|Numerator:                           |  |                                 |        |   |      |   |        |  
|Net loss                             |  | $                               | (2,901 | ) |      | $ | (1,386 | )
|                                     |  |                                 |        |   |      |   |        |  
|Denominator:                         |  |                                 |        |   |      |   |        |  
|Weighted average common stock        |  |                                 | 48,267 |   |      |   | 43,853 |  
|                                     |  |                                 |        |   |      |   |        |  
|Basic and diluted net loss per share |  | $                               | (0.06  | ) |      | $ | (0.03  | )
|                                     |  |                                 |        |   |      |   |        |  



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4. Deferred stock-based compensation



The Company recognized deferred stock-based compensation in connection with certain employee stock option grants and the issuance of
restricted stock. The deferred stock-based compensation related to the employee stock option grants is being amortized over the vesting periods of the related options, generally four years, using an accelerated basis while the deferred stock-based
compensation related to the issuance of restricted stock is being amortized over two years on a straight line basis. The fair value per share used to calculate deferred stock-based compensation was derived by reference to the share quoted price.
Future compensation charges are subject to reduction for any employee who terminates employment prior to such employees option vesting date.



The Company has granted options to purchase shares of common stock to consultants in exchange for services. The Company determined the value of the options granted to
consultants based on the Black-Scholes option pricing model.



The following
table sets forth, for each of the periods presented, the deferred stock-based compensation recorded and the amortization of deferred stock-based compensation (in thousands):



|                                                  |  |                                 |    |      |   |   
|------------------------------------------------- |  | ------------------------------- | -- | ---- | - | --
|                                                  |  | Three Months Ended December 31,
|                                                  |  | 2004                            |    | 2003
|Deferred stock-based compensation                 |  | $                               |   |      | $ |  
|Amortization of deferred stock-based compensation |  | $                               | 41 |      | $ | 46



Unamortized deferred stock-based
compensation at December 31, 2004 and September 30, 2004 was $54,000 and $ 95,000 respectively.



5. Accounting for stock-based compensation



The Company accounts for its stock-based compensation plans under the recognition and measurement principles of APB Opinion No. 25, Accounting for
Stock Issued to Employees, and related Interpretations. No stock-based employee compensation cost is reflected in net income for the periods ended December 31, 2004 and 2003, as all options granted under those plans had an exercise
price that was at least equal to the market value of the underlying common stock on the date of grant.



The following table illustrates the effect on net loss and loss per share as if the Company had applied the fair value recognition provisions of FASB
Statement No. 123, Accounting for Stock-Based Compensation to stock-based employee compensation.



|                                                                                                                                                                                                  |  |                                 |        |   |      |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                                                                                                                                  |  | Three Months Ended December 31, |       
|                                                                                                                                                                                                  |  | 2004                            |        |   | 2003 |  
|Net loss applicable to common stockholders, as reported                                                                                                                                           |  | $                               | (2,901 | ) |      | $ | (1,386 | )
|Total stock-based employee compensation expense (benefit) included in the net loss, determined under the recognition and measurement
principles of APB Opinion No. 25, net of related tax effects |  |                                 | 41     |   |      |   | 46     |  
|Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax
effects                                                               |  |                                 | (1,035 | ) |      |   | (547   | )
|                                                                                                                                                                                                  |  |                                 |        |   |      |   |        |  
|Pro forma net loss applicable to common stockholders                                                                                                                                              |  | $                               | (3,895 | ) |      | $ | (1,887 | )
|                                                                                                                                                                                                  |  |                                 |        |   |      |   |        |  
|Loss per share:                                                                                                                                                                                   |  |                                 |        |   |      |   |        |  
|Basic - as reported                                                                                                                                                                               |  | $                               | (0.06  | ) |      | $ | (0.03  | )
|                                                                                                                                                                                                  |  |                                 |        |   |      |   |        |  
|Basic  pro forma                                                                                                                                                                                 |  | $                               | (0.08  | ) |      | $ | (0.04  | )
|                                                                                                                                                                                                  |  |                                 |        |   |      |   |        |  



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6. Cash, cash equivalents and restricted cash



The Company considers all highly liquid investments with a maturity of three months or less from the date of purchase to be cash
equivalents. Cash and cash equivalents consist of cash on deposit with banks, money market funds and commercial paper, bonds and notes, the fair value of which approximates cost.



The Company has entered into a Security Agreement to provide collateral for outstanding standby letters of credit which totaled $0.7 million
at December 31, 2004.



7. Concentration of credit risk and significant
customers



Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of cash, cash equivalents and short-term investments. Substantially all of the Companys cash and cash equivalents are invested in highly-liquid money market funds with major financial
institutions. The Company sells its products through distributors and directly to original equipment manufacturers. The Company performs ongoing credit evaluations of its customers and maintains an allowance for potential credit losses, as
considered necessary by management. Credit losses to date have been consistent with managements estimates. During the quarters ended December 31, 2004 and 2003, the Company had minimal bad debts write-offs.



The following table summarizes sales to end customers comprising 10% or more of the
Companys total revenue for the periods indicated:



|           |  |                                                 |   |  |      |  
|---------- |  | ----------------------------------------------- | - |  | ---- | -
|           |  | % of Revenue for the Quarter Ended December 31, |  
|           |  | 2004                                            |   |  | 2003 |  
|Customer A |  |                                                |   |  | 29   | %
|Customer B |  |                                                |   |  | 28   | %
|Customer C |  | 14                                              | % |  |     |  



The Companys accounts receivable
were concentrated with five customers at December 31, 2004 representing 37%, 27%, 13%, 10% and 7% of aggregate gross receivables and with five customers at September 30, 2004 representing 46%, 16%, 9%, 9% and 5% of aggregate gross receivables.



8. Inventories



Inventories are stated at the lower of cost or market. This policy requires the Company to
make estimates regarding the market value of the Companys inventory, including an assessment of excess or obsolete inventory. The Company determines excess and obsolete inventory based on an estimate of the future demand and estimated selling
prices for the Companys products within a specified time horizon, generally 12 months. The estimates the Company uses for expected demand are also used for near-term capacity planning and inventory purchasing and are consistent with the
Companys revenue forecasts. Actual demand and market conditions may be different from those projected by the Companys management. If the Companys unit demand forecast is less than the Companys current inventory levels and
purchase commitments, during the specified time horizon, or if the estimated selling price is less than the Companys inventory value, the Company will be required to take additional excess inventory charges or write-downs to net realizable
value which will decrease the Companys gross margin and net operating results in the future. During the quarter ended March 31, 2002, the Company recorded a provision for slow moving, excess, and obsolete inventory of approximately
$5 million related to excess inventory for the Companys TA2022 product as a result of a decrease in forecasted sales for this product. In fiscal 2004, the Company increased the inventory reserves by an additional $4.3 million from $4.9
million to $9.2 million to account for slow moving, excess, and obsolete inventory.



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Inventories, net, are comprised of the following (in thousands):



|                               |  |                   |       |                    |   |      
|------------------------------ |  | ----------------- | ----- | ------------------ | - | -----
|                               |  | December 31, 2004 |       | September 30, 2004
|Raw materials                  |  | $                 | 2,886 |                    | $ | 2,173
|Work-in-process                |  |                   | 258   |                    |   | 213  
|Finished goods                 |  |                   | 237   |                    |   | 1,074
|Inventory held by distributors |  |                   | 244   |                    |   | 320  
|                               |  |                   |       |                    |   |      
|Total                          |  | $                 | 3,625 |                    | $ | 3,780
|                               |  |                   |       |                    |   |      



9. Segment and geographic
information



The Company has determined that it has one reportable
business segment: the design, license and marketing of integrated circuits.



The following is a geographic breakdown of the Companys sales by shipping destination for the following periods (in thousands):



|              |  |                                 |       |      |   |      
|------------- |  | ------------------------------- | ----- | ---- | - | -----
|              |  | Three Months Ended December 31,
|              |  | 2004                            |       | 2003
|United States |  | $                               | 199   |      | $ | 224  
|Japan         |  |                                 | 726   |      |   | 1,911
|Singapore     |  |                                 | 14    |      |   | 4    
|Taiwan        |  |                                 | 28    |      |   | 407  
|China         |  |                                 | 189   |      |   | 50   
|Europe        |  |                                 | 250   |      |   | 215  
|Korea         |  |                                 | 212   |      |   | 1,311
|Rest of world |  |                                 |      |      |   | 4    
|              |  |                                 |       |      |   |      
|              |  | $                               | 1,618 |      | $ | 4,126
|              |  |                                 |       |      |   |      



Approximately 88% and 95% of the
Companys total revenue for the three months ended December 31, 2004 and December 31, 2003, respectively, was derived from sales to end customers based outside the United States.



10. Commitments and contingencies



Lease commitments: The Company leases office space and equipment under non-cancelable operating leases. The Company also has a capital lease for research and development
related software and a capital lease for manufacturing test equipment.



The
Companys total commitments on its operating and capital leases and inventory purchases as of December 31, 2004, were as follows (in thousands):



|                                                   |  |                 |       |               |   |      |                                |  |   |      
|-------------------------------------------------- |  | --------------- | ----- | ------------- | - | ---- | ------------------------------ |  | - | -----
|Year ending September 30,                          |  | OperatingLeases |       | CapitalLeases |   |      | Inventory Purchase Commitments
|2005                                               |  |                 | 826   |               |   | 472  |                                |  |   | 1,376
|2006                                               |  |                 | 1,036 |               |   | 86   |                                |  |   |     
|2007                                               |  |                 | 537   |               |   | 21   |                                |  |   |     
|2008                                               |  |                 |      |               |   |     |                                |  |   |     
|                                                   |  |                 |       |               |   |      |                                |  |   |      
|Total minimum lease payments                       |  | $               | 2,399 |               |   | 579  |                                |  | $ | 1,376
|                                                   |  |                 |       |               |   |      |                                |  |   |      
|Less: amount representing interest                 |  |                 |       |               |   | (37  | )                              |  |   |      
|                                                   |  |                 |       |               |   |      |                                |  |   |      
|Present value of minimum lease payments            |  |                 |       |               |   |      |                                |  |   |      
|Less: current portion of capital lease obligations |  |                 |       |               |   | (461 | )                              |  |   |      
|                                                   |  |                 |       |               |   |      |                                |  |   |      
|Long-term capital lease obligations                |  |                 |       |               | $ | 81   |                                |  |   |      
|                                                   |  |                 |       |               |   |      |                                |  |   |      



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Contingencies: From time to time, in the normal course of business, various claims could be made against the Company. At
December 31, 2004, there were no pending claims the outcome of which is expected to result in a material adverse effect on the financial position or results of operations of the Company.



11. Guarantees



In November 2002, the FASB issued FIN No. 45 Guarantors Accounting and Disclosure Requirements for Guarantees, including Indirect Guarantees of Indebtedness
of Others  an interpretation of FASB Statements No. 5, 57 and 107 and rescission of FIN 34. The following is a summary of the Companys agreements that the Company has determined are within the scope of FIN 45.



The Company provides a limited warranty for up to one year for any defective products. During
the quarter ended December 31, 2004 and for the transition period ended September 30, 2004, warranty expense was insignificant. The Company has a reserve for warranty costs of $30,000, which has not changed in the past quarter.



In March 2004, the Company entered into a Security Agreement to provide collateral for
outstanding standby letters of credit which totaled $0.7 million at December 31, 2004.



Pursuant to its bylaws, the Company has agreed to indemnify its officers and directors for certain events or occurrences arising as a result of the officer or director serving in such capacity. The term of the indemnification period is for
the officers or directors lifetime. To date, the Company has not incurred any costs in connection with these indemnification agreements. Accordingly, the Company has no liabilities recorded for these agreements as of December 31, 2004.
During the quarter ended December 31, 2004 the Company obtained a new Directors and Officers (D&O) Liability Insurance policy. However, this new D&O policy does not cover the lawsuits described in Note 13 although the claims
involved in these lawsuits may be covered by the aforementioned indemnification agreements.



The Company enters into indemnification provisions under (i) its agreements with other companies in its ordinary course of business, typically with business partners, contractors and customers, its sublandlord and
(ii) its agreements with investors. Under these provisions the Company has agreed to generally indemnify and hold harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of the Companys activities
or, in some cases, as a result of the indemnified partys activities under the agreement. These indemnification provisions often include indemnifications relating to representations made by the Company with regard to intellectual property
rights. These indemnification provisions generally survive termination of the underlying agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is unlimited. To date,
the Company has not incurred any costs in connection with these indemnification agreements. Accordingly, the Company has no liabilities recorded for these agreements as of December 31, 2004.



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12. Recent Accounting Pronouncements



In November 2004, the FASB issued SFAS No. 151, Inventory Costs  an amendment of ARB No. 43, Chapter 4.
(SFAS 151). SFAS 151 amends ARB 43, Chapter 4 to clarify that abnormal amounts of idle freight, handling costs and spoilage should be recognized as current period charges. SFAS 151 is effective for inventory costs incurred
during fiscal years beginning after June 15, 2005. The Company does not anticipate that the adoption of this standard will have a material impact on the Companys consolidated financial statements.



In December 2004, the FASB issued SFAS No. 152 Accounting for Real
Estate Time-Sharing Transactions  an amendment of FASB statements No. 66 and 67 (SFAS 152). SFAS 152 amends SFAS 66 and 67 to reference the financial accounting and reporting guidance for real estate time-sharing transactions
that is provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real Estate Time-Sharing Transactions. SFAS 152 is effective for financial statement for fiscal years beginning after June 15, 2005. The Company does not anticipate that the
adoption of this standard will have a material impact on the Companys consolidated financial statements.



In December 2004, the FASB issued SFAS No. 153 Exchanges of Non-monetary Assets  an amendment of APB opinion No. 29 (SFAS
153). SFAS 153 clarifies that exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged, with a general exception for exchanges that have no commercial substance. SFAS 153 is effective for non-monetary
asset exchanges occurring in fiscal periods beginning after June 15, 2005. The Company does not anticipate that the adoption of this standard will have a material impact on the Companys consolidated financial statements.



In December 2004, the FASB revised SFAS No. 123 (SFAS 123 (R)). SFAS
123 (R), Share-Based Payment, requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. Pro forma disclosure is no longer an
alternative to financial statement recognition. SFAS 123 (R) is effective for periods beginning after June 15, 2005. The Company is still evaluating the transition provisions allowed by SFAS 123 (R).



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13. Litigation



The Company is a party to lawsuits in the normal course of its business. Litigation in general, and securities litigation in particular, can be expensive
and disruptive to normal business operations. Moreover, the results of legal proceedings are difficult to predict. The Company believes that it has defenses in each of the cases set forth below in which it is named as defendant and is vigorously
contesting each of these matters. An unfavorable resolution of one or more of these lawsuits would materially adversely affect its business, results of operations, or financial condition. In addition, given the Companys financial condition and
that the Company does not have insurance to offset the cost of litigation, the costs of defending one or more of these lawsuits will likely adversely affect the Companys financial condition. The Company cannot estimate the loss or range of
loss that may be reasonably possible for any of the contingencies described and accordingly has not recorded any associated liabilities in its consolidated balance sheets. The Company accrues legal costs when incurred.



Beginning on November 4, 2004, Navtej S. Bhandari, Marc Cherbonnier, Abraham
Goldberg and Frank Oravec filed four separate complaints purporting to be class actions in the United States District Court for the Northern District of California alleging that the Company and certain of its current or former officers and/or
directors, Adya S. Tripathi, David P. Eichler and Graham K. Wright, violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. Plaintiffs purport to represent a putative class of stockholders who purchased or otherwise acquired the
Companys securities between January 29, 2004 and October 22, 2004. The complaints contain various allegations, including that the Company made materially false and misleading statements with respect to its financial results and with respect to
its business, prospects and operations in the Companys filings with the SEC, press releases and other disclosures. The complaints seek unspecified compensatory damages, attorneys fees, expert witness fees, costs and such other relief as
may be awarded by the Court.



On December 22, 2004, the Court
entered a stipulation and order consolidating all of these complaints. On January 4, 2005 plaintiffs filed motions for the appointment of lead plaintiff and on January 28, 2005 the Court entered an Order adjudicating these motions and appointing
Robert Poteet as the sole lead plaintiff. Under the current schedule, the plaintiff must file a consolidated complaint on or before March 29, 2005 and defendants must respond to this complaint on or before May 13, 2005.



On December 7, 2004, plaintiff Mildred Lyon filed a purported derivative
action in Santa Clara Superior Court against the Company and certain of its current or former officers and/or directors, including Adya S. Tripathi, David P. Eichler, Graham K. Wright, A.K. Acharya, Andy Jasuja and Y.S. Fu. This complaint appears to
be based upon the same facts and circumstances as the federal class actions and makes the following claims: violation of Section 25402 of the California Corporations Code, breach of fiduciary duty and misappropriation of information, abuse of
control, gross mismanagement, waste of corporate assets and unjust enrichment. On this basis, the complaint seeks unspecified compensatory damages, treble damages under Section 25502.5(a) of the California Corporations Code, extraordinary equitable
and/or injunctive relief, restitution and disgorgement, attorneys fees, expert witness fees, costs and such other relief as may be ordered by the Court. On December 27, 2004, the Court entered a stipulation and order extending the time for the
Company to respond to the purported derivative complaint to February 23, 2005.



As previously disclosed in the Companys current report on Form 8-K dated October 18, 2004 and filed on October 22, 2004, in October 2004, the Companys former independent registered public accountants, BDO
Seidman LLP (BDO), provided the Companys Audit Committee with a letter citing what BDO asserted are two material weaknesses over the Companys internal financial controls: one regarding the lack of effectiveness of
the Companys Audit Committee and the other regarding the lack of controls in place to estimate distributor returns in accordance with SFAS No. 48. Following discussions with employees of the Company, representatives of BDO further orally
advised the Company that BDO had concerns regarding the appropriate accounting for approximately $1.3 million of product that, upon the Companys inquiries, one of the Companys distributors, Macnica (the Distributor), reported
had been returned to the Distributor by the Distributors customers (the Product Return). In response to both the letter and the verbal comments, the Audit Committee instructed the Companys Chief Financial Officer to
investigate this matter and report the findings to the Audit Committee. As a result of the litigation matters referenced above, the Company retained outside litigation counsel to represent the Company in responding to the aforementioned complaints.
In addition, the Audit Committee and the Chief Financial Officer directed litigation counsel to further conduct an internal investigation into the verbal concerns raised by BDO regarding the Product Return. Separately, the Audit Committee, with the
assistance of the Companys Chief Financial Officer investigated BDOs assertion regarding the lack of controls in place to estimate distributor returns.



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The Audit Committee received an initial report from the Companys litigation counsel on findings of
the internal investigation on January 21, 2005 and requested additional investigation by litigation counsel. On January 25, 2005, litigation counsel made a supplemental report on the findings of the internal investigation to date. Following the
presentation of such report, including discussion of the findings of the forensic accountant hired by the litigation counsel with the approval of the Audit Committee, the Audit Committee concluded that the Companys Country Manager for the
Japan Sales Office (who is no longer employed with the Company) agreed in an arrangement outside the formal paperwork of the transactions underlying the Product Return that the Distributor could return the products back to the Company at the
Distributors discretion.



The Audit Committee
investigation and discussion included a review of the Companys compliance with Securities and Exchange Commission Staff Accounting Bulletin No. 104 Revenue Recognition in Financial Statements (SAB 104) as applied to the
circumstances surrounding the Product Return. Under SAB 104, a requirement for revenue recognition is that all of the following criteria must be met: (1) there is persuasive evidence that an arrangement exists, (2) delivery of goods has occurred,
(3) the sales price is fixed or determinable, and (4) collectibility is reasonably assured. In addition, pursuant to the Companys revenue recognition policy, for sales to distributors, the Company defers recognition of revenue until such time
that the distributor sells products to its customers based upon receipt of point-of-sales reports from the distributor. In limited circumstances, revenue may be recognized when sold to a distributor if the distributor acknowledges in writing that
there is no right of return and such sale also otherwise meets the SAB 104 requirements. The internal investigation revealed that approximately $1.4 million of a sale of the Companys product to the Distributor did not meet the foregoing
criteria because a former employee of the Company had agreed that the Distributor could return the product at the Distributors discretion, which forms the basis of the Restatement. This former employee had on this occasion agreed to a term of
sale that was outside of the Companys standard practices and was not referenced in the documentation related to the sale submitted to the Companys finance department. Given the discovery of this arrangement for the Distributor to return
the product, the Audit Committee concluded on January 25, 2005 that the Company should restate certain financial information that was previously reported in the Companys Form 10-Q for the quarter ended June 30, 2004 filed with the Securities
and Exchange Commission on August 6, 2004 (the Restatement). For more information regarding the Restatement, please see Note 9 to the Companys consolidated financial statements, Supplementary Financial Information in
the Companys Transitional Report on Form 10-K/T filed with the Securities and Exchange Commission on February 3, 2005. In addition, the Audit Committee approved certain changes to the Companys internal controls over financial reporting
as an additional remedial action in response to the report of the litigation counsel and its forensic accountant and to the report by the Companys Chief Financial Officer. For more information regarding these changes, please see Item 9A,
Controls and Procedures. The Audit Committee is continuing its internal investigation and continues to monitor this situation and will consider and implement additional remedial actions it deems necessary.



On or about November 9, 2004, the U.S. Securities and Exchange Commission
(the SEC) requested that the Company voluntarily produce documents responsive to certain document requests in the investigation entitled In the Matter of Tripath Technology, Inc. The SEC generally has requested information
concerning the facts and circumstances surrounding the Companys October 22, 2004 press release and related accounting matters. The Company has produced documents and is continuing to produce documents in response to the SECs requests.
The Company has cooperated with the SEC in its review of these matters.



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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.



This report contains forward looking statements (as such term is defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934) and information relating to us that are based on the beliefs of our management as well as assumptions made by and information currently available to our management. In addition, when used in this report, the words likely,
will, suggests, target, may, would, could, anticipate, believe, estimate, expect, intend, plan,
predict, and similar expressions and their variants, as they relate to us or our management, may identify forward looking statements. Such statements reflect our judgment as of the date of this quarterly report on Form 10-Q with respect
to future events, the outcome of which are subject to certain known and unknown risks and uncertainties, including the factors discussed under the caption Risk Factors, and those discussed elsewhere in this quarterly report on Form 10-Q,
which may have a significant impact on our business, operating results or financial condition. Investors are cautioned that these forward looking statements are inherently uncertain. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described herein. Although we believe that the expectations reflected in these forward looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements. All forward looking statements included in this report are based on information available to us as of the date of this report. We undertake no obligation to update or revise any
forward looking statements, whether as a result of new information, future events or otherwise, unless we are required to do so by law.



The following discussion and analysis should be read in connection with the condensed consolidated financial statements and the notes thereto included in Item 1 in this
quarterly report and our transition report on Form 10-K/T for the transition period ended September 30, 2004.



Critical Accounting Policies



Use of
Estimates: Managements discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in
the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and
liabilities. On an ongoing basis, we evaluate our estimates, including those related to product returns, warranty obligations, bad debts, inventory direct costing and valuation, accruals, valuation of stock options and warrants, income taxes
(including the valuation allowance for deferred taxes) and restructuring costs. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from the other sources. Actual results may materially differ from these estimates under different assumptions or conditions. Material
differences may occur in our results of operations for any period if we made different judgments or utilized different estimates.



Revenue Recognition: We recognize revenue in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104 (SAB 104),
Revenue Recognition in Financial Statements. We recognize revenue when all of the following criteria are met: 1) there is persuasive evidence that an arrangement exists, 2) delivery of goods has occurred, 3) the sales price is fixed or
determinable, and 4) collectibility is reasonably assured. The following policies apply to our major categories of revenue transactions. Sales to OEM Customers: Under our standard terms and conditions of sale, title and risk of loss transfer
to the customer at the time product is delivered to the customer, FOB shipping point, and revenue is recognized accordingly. We accrue the estimated cost of post-sale obligations, including product warranties or returns, based on historical
experience. We have experienced minimal warranty or other returns to date. Sales to Distributors: We provide our distributors certain incentives such as stock rotation, price protection, and other offerings. As a result of these incentives,
we generally defer recognition of revenue until such time that the distributor sells product to its customer based upon receipt of point-of-sale reports from the distributor. In limited circumstances, revenue may be recognized when sold to a
distributor if the distributor acknowledges in writing that there is no right of return and the sale otherwise meets the SAB 104 criteria.



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Allowance for Doubtful Accounts: We provide an allowance for doubtful accounts to ensure trade receivables are not
overstated due to uncollectibility. The collectibility of our receivables is evaluated based on a variety of factors, including the length of time receivables are past due, indication of the customers willingness to pay, significant one-time
events and historical experience. An additional reserve for individual accounts is recorded when we become aware of a customers inability to meet its financial obligations, such as in the case of bankruptcy filings or substantial deterioration
in the customers operating results or financial position. If circumstances related to our customers change, estimates of the recoverability of receivables would be further adjusted.



Inventories: Inventories are stated at the lower of cost or market. This policy requires us to make estimates regarding the market
value of our inventory, including an assessment of excess or obsolete inventory. We determine excess and obsolete inventory based on an estimate of the future demand and estimated selling prices for our products within a specified time horizon,
generally 12 months. The estimates we use for expected demand are also used for near-term capacity planning and inventory purchasing and are consistent with our revenue forecasts. Actual demand and market conditions may be different from those
projected by our management. If our unit demand forecast is less than our current inventory levels and purchase commitments, during the specified time horizon, or if the estimated selling price is less than our inventory value, we will be required
to take additional excess inventory charges or write-downs to net realizable value which will decrease our gross margin and net operating results in the future. During the quarter ended March 31, 2002, we recorded a provision for excess inventory of
approximately $5 million related to excess inventory for our TA2022 product as a result of a decrease in forecasted sales for this product. In 2004, we increased the inventory reserves by an additional $4.3 million, from $4.9 million to $9.2
million, to account for slow moving, excess, and obsolete inventory.



Results of Operations



Three months ended December 31, 2004
and 2003



Revenue. Revenue for the three months ended December 31,
2004 was $1.6 million, a decrease of $2.5 million or 61% from revenues of $4.1 million for the three months ended December 31, 2003. The decrease in revenue resulted primarily from a decrease in sales of our TA2020, TA2024 and TA1101 products as a
result of a general downturn in the semiconductor industry.



Sales to Samsung
Electronics Co. Ltd. (Samsung), Kyoshin Technosonic Co., Ltd., (KTS), and Alcatel accounted for approximately 0%, 5% and 14%, respectively, of revenue in the three months ended December 31, 2004 and 29%, 28%, and 4%, respectively, in the
corresponding prior year quarter. Sales to our five largest customers represented approximately 38% of revenue in the three months ended December 31, 2004 and 73% of revenue in the three months ended December 31, 2003.



Gross Profit. Gross profit for the three months ended December 31, 2004 was $0.4
million or 26%, compared with a gross profit of $1.4 million or 33% for the three months ended December 31, 2003. The decrease in the gross profit for the three months ended December 31, 2004 reflects an increase in production cost for our TA2020
product and a decrease in average selling price for our TA2024 product.



Research and Development. Research and development expenses for the three months ended December 31, 2004 were $1.9 million, an increase of $0.2 million from $1.7 million for the three months ended December 31, 2003. The increase in
R&D expenses was due to an increase in headcount and related personnel costs. We anticipate that our R&D expenses will continue to increase in fiscal 2005.



Selling, General and Administrative Expenses. Selling, general and administrative expenses for the three months ended December 31,
2004 were $1.4 million, an increase of approximately $300,000 from $1.1 million for the three months ended December 31, 2003. This increase in selling, general and administrative expenses was due to increased litigation costs and increased
accounting fees. We anticipate that our S,G&A expenses will continue to increase in fiscal 2005, including expenses for legal and financial compliance costs related to the Sarbanes-Oxley Act of 2002, ongoing litigation costs and increased
insurance costs related to obtaining a new Directors and Officers liability insurance policy.



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Liquidity and Capital Resources



Since our inception, we have financed our operations through the private sale of our equity securities, primarily the sale of preferred
stock, through our initial public offering on August 1, 2000, through a private placement in January 2002 and a financing in August 2004. The January 2002 private placement included warrants whereas no warrants were issued in connection with the
August 2004 financing. Net proceeds to us as a result of our initial public offering, our 2002 private placement and our 2004 financing were approximately $45.4 million, $19.9 million and $5.0 million respectively. In addition we received $5.4
million from the exercise of warrants issued in connection with the 2002 private placement.



Net cash used by operating activities increased to $3.2 million for the quarter ended December 31, 2004 from $0.9 million for the quarter ended December 31, 2003. The increase was mainly due to an increase in net loss
of $1.5 million and a decrease in accounts payable.



Cash used in investing
activities was $4,000 for the quarter ended December 31, 2004 compared to $201,000 for the quarter ended December 31, 2003. The decrease was due to a decrease in purchases of property and equipment.



Cash used in financing activities was $158,000 for the quarter ended December 31, 2004. Cash
provided by financing activities was $1.6 million for the quarter ended December 31, 2003. The positive cash flow from financing activities in 2003 was mostly due to the proceeds received of approximately $1.4 million from the exercise of warrants.



On July 12, 2002, we entered into a credit agreement with a financial
institution that provided for a one-year revolving credit facility in an amount of up to $10 million, subject to certain restrictions in the borrowing base based on eligibility of receivables. The credit agreement expired on June 30, 2003 and was
not renewed.



The credit agreement was used to issue stand-by letters of credit
totaling $1.7 million to collateralize our obligations to a third party for the purchase of inventory and to provide a security deposit for the lease of new office space. Upon the expiration of the credit agreement on June 30, 2003, we entered into
a Pledge and Security Agreement to provide a security interest in a money market account in the amount of $0.7 million for the standby letters of credit. In March 2004 we canceled the standby letters of credit and then reissued them using a
different financial institution, entering into a Security Agreement to collateralize the standby letters of credit which totaled $0.7 million at December 31, 2004.



During the year ended December 31, 2003, warrants issued in connection with the 2002 private placement were exercised which resulted in the
issuance of 1,896,226 shares of our common stock with proceeds totaling approximately $3.1 million. The warrants issued to the placement agent were exercised on a cashless net issuance basis resulting in 300,438 shares of our common stock being
issued to the placement agent.



The warrant agreement contained a provision for
the mandatory exercise of the warrants if our common stock traded at $5.85 or higher for 20 out of 30 trading days. At the close of business on January 2, 2004 our common stock had traded at $5.85 or higher for 20 consecutive days and we were able
to invoke the provision for the mandatory exercise of all outstanding warrants issued in connection with the January 2002 financing. All outstanding warrants were exercised in January 2004 resulting in the issuance of an additional 1.2 million
shares of common stock. We received proceeds of approximately $2.3 million from the exercise of these warrants in January 2004.



In August 2004, we completed a financing in which we raised gross proceeds of $5 million through financing of 2,500,000 shares of common stock at a price of $2.00 per
share.



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##### Table of Contents

Our total commitments on our operating and capital leases and inventory purchases as of December 31, 2004, were as
follows (in thousands):



|                                                   |  |                  |       |                |   |      |                                |  |        |       |  |   |      
|-------------------------------------------------- |  | ---------------- | ----- | -------------- | - | ---- | ------------------------------ |  | ------ | ----- |  | - | -----
|Year ending September 30,                          |  | Operating Leases |       | Capital Leases |   |      | Inventory Purchase Commitments |  | Totals
|2005                                               |  | $                | 826   |                | $ | 472  |                                |  | $      | 1,376 |  | $ | 2,674
|2006                                               |  |                  | 1,036 |                |   | 86   |                                |  |        |      |  |   | 1,122
|2007                                               |  |                  | 537   |                |   | 21   |                                |  |        |      |  |   | 558  
|2008                                               |  |                  |      |                |   |     |                                |  |        |      |  |   |      
|                                                   |  |                  |       |                |   |      |                                |  |        |       |  |   |      
|Total minimum lease payments                       |  | $                | 2,399 |                |   | 579  |                                |  | $      | 1,376 |  | $ | 4,354
|                                                   |  |                  |       |                |   |      |                                |  |        |       |  |   |      
|Less: amount representing interest                 |  |                  |       |                |   | (37  | )                              |  |        |       |  |   |      
|                                                   |  |                  |       |                |   |      |                                |  |        |       |  |   |      
|Present value of minimum lease payments            |  |                  |       |                |   | 542  |                                |  |        |       |  |   |      
|Less: current portion of capital lease obligations |  |                  |       |                |   | (461 | )                              |  |        |       |  |   |      
|                                                   |  |                  |       |                |   |      |                                |  |        |       |  |   |      
|Long-term capital lease obligations                |  |                  |       |                | $ | 81   |                                |  |        |       |  |   |      
|                                                   |  |                  |       |                |   |      |                                |  |        |       |  |   |      



We expect our future liquidity and
capital requirements will fluctuate depending on numerous factors including: market acceptance and demand for current and future products, the timing of new product introductions and enhancements to existing products, the success of on-going efforts
to reduce our manufacturing costs as well as operating expenses and need for working capital for such items as inventory and accounts receivable.



We have incurred substantial losses and have experienced negative cash flow since inception and have an accumulated deficit of $194 million at December 31, 2004.
Beginning in August 2001, we instituted programs to reduce expenses including reducing headcount from 144 employees at the end of July 2001 to 56 employees at the end of December 2003 and reducing employees salaries by 10%. In September 2002 we
relocated our headquarters which reduced rent expense and canceled our Directors and Officers Liability Insurance policy which reduced insurance expense. These actions resulted in significant cost savings in 2003. We reduced our cash used in
operating activities from approximately $13 million in 2002 to approximately $4 million in 2003. However, for the nine month transition period ended September 30, 2004, cash used in operating activities increased to $9.1 million and for the three
months ended December 31, 2004, cash used in operating activities was $3.2 million.



We, as well as certain of our directors and current and former officers have been named as defendants in certain legal proceedings described in this Form 10-Q (see Part II Item 1 Legal Proceedings). We do not have third party
insurance coverage for either the costs of defending these legal proceedings, including the costs of possible indemnification claims by the individual named defendants, or any potential settlement payments. The costs of defending or settling these
legal proceedings will likely be significant. At this time we are not able to accurately estimate the costs of the defense or of a potential settlement, as the defendants were just served, but we believe that these costs will have a material adverse
effect on our cash balances and will be another factor requiring the Company to raise additional funds.



During fiscal 2004, warrants were exercised which resulted in us receiving proceeds totaling approximately $2.3 million. In addition, in August 2004 we raised $5 million through a financing. At December 31, 2004, we
had working capital of $4.3 million, including unrestricted cash of $3.2 million.



We will need to raise additional funds to finance our activities through public or private equity or debt financings, the formation of strategic partnerships or alliances with other companies or through bank borrowings with existing or new
banks. We may not be able to obtain additional funds on terms that would be favorable to our stockholders and us, or at all. In such instance, we will take measures to reduce our operating expenses, such as reducing headcount or canceling selected
research and development projects. Without sufficient capital to fund our operations, we will no longer be able to continue as a going concern. We believe, based on our current cash balance as well as our ability to implement the aforementioned
measures, if needed, that we will have liquidity sufficient to meet our operating, working capital and financing needs for the next twelve months and perhaps beyond. Our long-term prospects are dependent upon obtaining sufficient financing as needed
to fund current working capital needs and future growth, and ultimately on achieving profitability.



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Recent Accounting Pronouncements



In November 2004, the FASB issued SFAS No. 151, Inventory Costs  an amendment of ARB No. 43, Chapter 4. (SFAS
151). SFAS 151 amends ARB 43, Chapter 4 to clarify that abnormal amounts of idle freight, handling costs and spoilage should be recognized as current period charges. SFAS 151 is effective for inventory costs incurred during fiscal
years beginning after June 15, 2005. We do not anticipate that the adoption of this standard will have a material impact on our consolidated financial statements.



In December 2004, the FASB issued SFAS No. 152 Accounting for Real Estate Time-Sharing Transactions  an amendment of FASB
statements No. 66 and 67 (SFAS 152). SFAS 152 amends SFAS 66 and 67 to reference the financial accounting and reporting guidance for real estate time-sharing transactions that is provided in AICPA Statement of Position (SOP) 04-2,
Accounting for Real Estate Time-Sharing Transactions. SFAS 152 is effective for financial statement for fiscal years beginning after June 15, 2005. We do not anticipate that the adoption of this standard will have a material impact on our
consolidated financial statements.



In December 2004, the FASB issued SFAS No.
153 Exchanges of Non-monetary Assets  an amendment of APB opinion No. 29 (SFAS 153). SFAS 153 clarifies that exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged, with a
general exception for exchanges that have no commercial substance. SFAS 153 is effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. We do not anticipate that the adoption of this standard will have a
material impact on our consolidated financial statements.



In December 2004,
the FASB revised SFAS No. 123 (SFAS 123 (R)). SFAS 123 (R), Share-Based Payment, requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on
their fair values. Pro forma disclosure is no longer an alternative to financial statement recognition. SFAS 123 (R) is effective for periods beginning after June 15, 2005. We are still evaluating the transition provisions allowed by SFAS 123 (R).



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Risk Factors



Set forth below and elsewhere in
this quarterly report and in the other documents we file with the Securities and Exchange Commission are risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward looking statements
contained in this quarterly report. Prospective and existing investors are strongly urged to carefully consider the various cautionary statements and risks set forth in this quarterly report and our other public filings.



We need to raise additional capital to continue to grow our business, which may not be
available to us.



We incurred net losses of approximately $2.9 million for
the three months ended December 31, 2004, $11.6 million for the nine months ended September 30, 2004, $7.2 million for the twelve months ended December 31, 2003 and $19.3 million (before accretion on preferred stock of $14.9 million) for the twelve
months ended December 31, 2002. Because we have had losses, we have funded our operating activities to date from the sale of securities, including our most recent financings in August 2004 and January 2002 as well as from the proceeds from the
related exercise of warrants issued in connection with the 2002 financing. However, to grow our business significantly and to fund additional losses, we will need additional capital. We cannot be certain that any such financing will be available on
acceptable terms, or at all. Moreover, additional equity financing, if available, would likely be dilutive to the holders of our common stock, and debt financing, if available, would likely involve restrictive covenants. If we cannot raise
sufficient additional capital, it would adversely affect our ability to achieve our business objectives and to continue as a going concern.



We have a history of losses and may never achieve or sustain profitability.



As of December 31, 2004, we had an accumulated deficit of $194.0 million. We incurred net losses of approximately $2.9 million for the three
months ended December 31, 2004, $11.6 million for the nine months ended September 30, 2004, $7.2 million for the twelve months ended December 31, 2003 and $19.3 million (before accretion on preferred stock of $14.9 million) for the twelve months
ended December 31, 2002. We may continue to incur net losses and these losses may be substantial. Furthermore, we may continue to generate significant negative cash flow in the future. We will need to generate substantially higher revenue to achieve
and sustain profitability and positive cash flow. Our ability to generate future revenue and achieve profitability will depend on a number of factors, many of which are described throughout this section. If we are unable to achieve or maintain
profitability, we will be unable to build a sustainable business. In this event, our share price and the value of your investment would likely decline and we might be unable to continue as a going concern.



Our quarterly operating results are likely to fluctuate significantly and may fail to meet
the expectations of securities analysts and investors, which may cause our share price to decline.



Our quarterly operating results have fluctuated significantly in the past and are likely to continue to do so in the future. The many factors that could cause our quarterly results to fluctuate include, in part:



| |  |  | level of sales and recognition of revenue;
| | - |  | ------------------------------------------



| |  |  | mix of high and low margin products;
| | - |  | ------------------------------------



| |  |  | availability and pricing of wafers;
| | - |  | -----------------------------------



| |  |  | timing of introducing new products, including, but not limited to, the introduction of new products based on the lower cost Godzilla architecture, lower cost versions of
existing products, fluctuations in manufacturing yields and other problems or delays in the fabrication, assembly, testing or delivery of products;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | rate of development of target markets; and
| | - |  | ------------------------------------------



| |  |  | increases in inventory reserves associated with slow moving, excess and obsolete inventory.
| | - |  | -------------------------------------------------------------------------------------------



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A large portion of our operating expenses, including salaries, rent and capital lease expenses, are fixed. If we
experience a shortfall in revenues relative to our expenses, we may be unable to reduce our expenses quickly enough to offset the reduction in revenues during that accounting period, which would adversely affect our operating results. Fluctuations
in our operating results may also result in fluctuations in our common stock price. If the market price of our stock is adversely affected, we may experience difficulty in raising capital or making acquisitions. In addition, we may become the object
of securities class action litigation, which occurred in late 2004. As a result, we do not believe that period-to-period comparisons of our revenues and operating results are necessarily meaningful. One should not rely on the results of any one
quarter as an indication of future performance.



Our stock price may be
subject to significant volatility.



The stock prices for many technology
companies have recently experienced large fluctuations, which may or may not be directly related to the operating performance of the specific companies. For example, during the calendar year 2004, our Common Stock had closing sales prices on Nasdaq
as low as $0.77 and as high as $8.20 per share. Broad market fluctuations as well as general economic conditions may cause our stock price to decline. We believe that fluctuations of our stock price may continue to be caused by a variety of factors,
including:



| |  |  | announcements of developments related to our business;
| | - |  | ------------------------------------------------------



| |  |  | fluctuations in our financial results;
| | - |  | --------------------------------------



| |  |  | general conditions in the stock market or around the world, terrorism or developments in the semiconductor and capital equipment industry and the general economy;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | sales or purchases of our common stock in the marketplace;
| | - |  | ----------------------------------------------------------



| |  |  | announcements of our technological innovations or new products or enhancements or those of our competitors;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | developments in patents or other intellectual property rights;
| | - |  | --------------------------------------------------------------



| |  |  | developments in our relationships with customers and suppliers;
| | - |  | ---------------------------------------------------------------



| |  |  | a shortfall or changes in revenue, gross margins or earnings or other financial results from analysts expectations or an outbreak of hostilities or natural disasters; or
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | acquisition or merger activity and the success in implementing such acquisitions.
| | - |  | ---------------------------------------------------------------------------------



Our product shipment patterns make it difficult to predict our quarterly revenues.



As is common in our industry, we frequently ship more products in the third month of each
quarter than in either of the first two months of the quarter, and shipments in the third month are higher at the end of that month. We believe this pattern is likely to continue. The concentration of sales in the last month of the quarter may cause
our quarterly results of operations to be more difficult to predict. Moreover, if sufficient business does not materialize or a disruption in our production or shipping occurs near the end of a quarter, our revenues for that quarter could be
materially reduced.



Our customers may cancel or defer product orders, which
could result in excess inventory.



Our sales are generally made pursuant
to individual purchase orders that may be canceled or deferred by customers on short notice without significant penalty. Thus, orders in backlog may not result in future revenue. In the past, we have had cancellations and deferrals by customers. Any
cancellation or deferral of product orders could result in us holding excess inventory, or result in obsolete inventory over time, which could seriously harm our profit margins and restrict our ability to fund our operations. For example, during the
quarter ended September 30, 2004, we recorded a provision for slow moving, excess and obsolete inventory of approximately $4.3 million. Our inventory and purchase commitments are based on expected demand and not necessarily built for firm purchase
commitments for our customers. Because of the required delivery lead time, we need to carry a high level of inventory in comparison to past sales. We recognize revenue upon shipment of products to the end customer and, in the case of distributor
sales, based upon receipt of point-of-sales report from the distributor. Although we have not experienced customer refusals to accept shipped products or material difficulties in collecting accounts receivable, such refusals or collection
difficulties are possible and could result in significant charges against income, which could seriously harm our revenues and our cash flow.



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We rely on a small number of customers and sales by distributors for most of our revenue and a decrease in revenue
from these customers could seriously harm our business.



A relatively
small number of customers have accounted for most of our revenues to date. Any reduction or delay in sales of our products to one or more of these key customers could seriously reduce our sales volume and revenue and adversely affect our operating
results. Our top five end customers accounted for 59% of revenue in the transition period ended September 30, 2004 versus 68% and 67% in 2003 and 2002 respectively. Our primary customer in the three months ended December 31, 2004 was Alcatel
representing 14% of our revenue. Our primary end customers in the transition period ended September 30, 2004 were Alcatel, Kyoshin Technosonic Co., Ltd. (KTS) and JVC representing 19%, 15% and 11% of revenue, respectively. In 2003, our
primary end customers were KTS, Samsung and Apple representing 24%, 18% and 15% of revenue, respectively. Apple and Apex Digital Inc. were our top two end customers in 2002, representing 31% and 19% of revenue, respectively. We expect that we will
continue to rely on the success of our largest customers and on our success in selling our existing and future products to those customers in significant quantities. In addition, approximately 69% of our revenue in the transition period ended
September 30, 2004 was from our largest distributor, Macnica. We cannot be sure that we will retain our largest customers (whether from inside sales or through our distributors) or that we will be able to obtain additional key customers or replace
key customers we may lose or who may reduce their purchases.



We currently
rely on sales of three products for a significant portion of our revenue, and the failure of these products to be successful in the future could substantially reduce our sales.



We currently rely on sales of our TA2024, TA2020 digital audio amplifier products and TLD4012 DSL line driver to generate a significant
portion of our revenue. Sales of these products amounted to 45% of our revenue for the three months ended December 31, 2004, 72% of our revenue for the nine months ended September 30, 2004, 76% of our revenue for the twelve months ended December 31,
2003 and 68% of our revenue for the twelve months ended December 31, 2002. We have developed additional products and plan to introduce more products in the future, but there can be no assurance that these products will be commercially successful.
Consequently, if our existing products are not successful, our sales could decline substantially.



Our lengthy sales cycle makes it difficult for us to predict if or when a sale will be made, to forecast our revenue and to budget expenses, which may cause fluctuations in our quarterly results.



Because of our lengthy sales cycles, we may continue to experience a delay between incurring
expenses for research and development, sales and marketing and general and administrative efforts, as well as incurring investments in inventory, and the generation of revenue, if any, from such expenditures. In addition, the delays inherent in such
a lengthy sales cycle raise additional risks of customer decisions to cancel or change product plans, which could result in our loss of anticipated sales. Our new products are generally incorporated into our customers products or systems at
the design stage. To try and have our products selected for design into new products of current and potential customers, commonly referred to as design wins, often requires significant expenditures by us without any assurance of success. Once we
have achieved a design win, our sales cycle will start with the test and evaluation of our products by the potential customer and design of the customers equipment to incorporate our products. Generally, different parts have to be redesigned
to incorporate our devices successfully into our customers products.



The
sales cycle for the test and evaluation of our products can range from a minimum of three to six months, and it can take a minimum of an additional six to nine months before a customer commences volume production of equipment that incorporates our
products. Achieving a design win provides no assurance that such customer will ultimately ship products incorporating our products or that such products will be commercially successful. Our revenue or prospective revenue would be reduced if a
significant customer curtails, reduces or delays orders during our sales cycle, or chooses not to release products incorporating our products.



Our ability to achieve revenue growth will be harmed if we are unable to persuade electronic systems manufacturers to adopt our new amplifier technology.



We face difficulties in persuading manufacturers to adopt our products
using our new amplifier technology. Traditional amplifiers use design approaches developed in the 1930s. These approaches are still used in most amplifiers and engineers are familiar with these design approaches. To adopt our products, manufacturers
and engineers must understand and accept our new technology. To take advantage of our products, manufacturers must redesign their systems, particularly components such as the power supply and heat sinks. Manufacturers must work with their suppliers
to obtain modified components and they often must complete lengthy evaluation and testing. In addition, our amplifiers are often more expensive as components than traditional amplifiers. For these reasons, prospective customers may be reluctant to
adopt our technology.



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##### Table of Contents

We currently depend on consumer electronics markets that are typically characterized by aggressive pricing, frequent
new product introductions and intense competition.



A substantial portion
of our current revenue is generated from sales of products that address the consumer electronics markets, including home theater, computer audio, flat panel TV, gaming, professional amplifiers, set-top box, AV receivers and the automotive audio
markets. These markets are characterized by frequent new product introductions, declining prices and intense competition. Pricing in these markets is aggressive, and we expect pricing pressure to continue. In the computer audio segment, our success
depends on consumer awareness and acceptance of existing and new products by our customers and consumers, in particular, the elimination of externally-powered speakers. In the automotive audio segment, we face pressure from our customers to deliver
increasingly higher-powered solutions under significant engineering limitations due to the size constraints in car dashboards. In addition, our ability to obtain prices higher than the prices of traditional amplifiers will depend on our ability to
educate manufacturers and their customers about the benefits of our products. Failure of our customers and consumers to accept our existing or new products will seriously harm our operating results.



The cyclical nature of the semiconductor industry could create fluctuations in our
operating results.



The semiconductor industry has historically been
cyclical and characterized by wide fluctuations in product supply and demand. From time to time, the industry has also experienced significant downturns, often in connection with, or in anticipation of, maturing product cycles and declines in
general economic conditions. Industry downturns have been characterized by diminished product demand, production overcapacity and accelerated decline in average selling prices, and in some cases have lasted for more than a year. In addition, we may
determine to lower our prices of our products to increase or maintain market share, which would likely harm our operating results. The semiconductor industry also periodically experiences increased demand and production capacity constraints. As a
result, we have experienced and may experience in the future substantial period-to-period fluctuations in our results of operations due to general semiconductor industry conditions, overall economic conditions or other factors, many of which are
outside our control. Due to these risks, you should not rely on period-to-period comparisons to predict our future performance.



We may experience difficulties in the introduction of new or enhanced products, including but not limited to the new Godzilla architecture products, that
could result in significant, unexpected expenses or delay their launch, which would harm our business.



Our failure or our customers failure to develop and introduce new products successfully and in a timely manner would seriously harm our ability to generate revenues. Consequently, our success depends on our
ability to develop new products for existing and new markets, introduce such products in a timely and cost-effective manner and to achieve design wins. The development of these new devices is highly complex, and from time to time we have experienced
delays in completing the development and introduction of new products. The successful introduction of a new product may currently take up to 18 months. Successful product development and introduction depends on a number of factors, including:



| |  |  | accurate prediction of market requirements and evolving standards;
| | - |  | ------------------------------------------------------------------



| |  |  | accurate new product definition;
| | - |  | --------------------------------



| |  |  | timely completion and introduction of new product designs;
| | - |  | ----------------------------------------------------------



| |  |  | availability of foundry capacity;
| | - |  | ---------------------------------



| |  |  | achieving acceptable manufacturing yields;
| | - |  | ------------------------------------------



| |  |  | market acceptance of our products and our customers products; and
| | - |  | ------------------------------------------------------------------



| |  |  | market competition.
| | - |  | -------------------



We cannot guarantee success with regard to these factors. We introduced our lower cost Godzilla architecture products in January 2004 and began sampling them in certain customers products in
mid-2004. However, we have not received design-wins for these products to date.



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We depend on three outside foundries for our semiconductor device manufacturing requirements.



We do not own or operate a fabrication facility, and substantially all of our semiconductor
device requirements are currently supplied by three outside foundries, United Microelectronics Corporation, in Taiwan, STMicroelectronics Group in Europe and Renesas Technology (Mitsubishi Electric) in Japan. Although we primarily utilize these
three outside foundries, most of our components are not manufactured at these foundries at the same time. As a result, each foundry is a sole source for certain products.



There are significant risks associated with our reliance on outside foundries, including:



| |  |  | the lack of guaranteed wafer supply;
| | - |  | ------------------------------------



| |  |  | limited control over delivery schedules, quality assurance and control, manufacturing yields and production costs; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | the unavailability of or delays in obtaining access to key process technologies.
| | - |  | --------------------------------------------------------------------------------



In addition, the manufacture of integrated circuits is a highly complex and technologically demanding process. Although we work closely with
our foundries to minimize the likelihood of reduced manufacturing yields, our foundries have from time to time experienced lower than anticipated manufacturing yields, particularly in connection with the introduction of new products and the
installation and start-up of new process technologies.



We provide our
foundries with continuous forecasts of our production requirements; however, the ability of each foundry to provide us with semiconductor devices is limited by the foundrys available capacity. In many cases, we place our orders on a purchase
order basis, and foundries may allocate capacity to the production of other companies products while reducing the deliveries to us on short notice. In particular, foundry customers that are larger and better financed than us or that have
long-term agreements with our foundries may cause such foundries to reallocate capacity in a manner adverse to us. While capacity at our foundries has been available during the last several years, the cyclical nature of the semiconductor industry
could result in capacity limitations in a cyclical upturn or otherwise.



If we
use a new foundry, several months would be typically required to complete the qualification process before we can begin shipping products from the new foundry. In the event any of our current foundries suffers any damage or destruction to their
respective facilities, or in the event of any other disruption of foundry capacity, we may not be able to qualify alternative manufacturing sources for existing or new products in a timely manner. Even our current outside foundries would need to
have certain manufacturing processes qualified in the event of disruption at another foundry, which we may not be able to accomplish in a timely enough manner to prevent an interruption in supply of the affected products.



If we encounter shortages or delays in obtaining semiconductor devices for our products in
sufficient quantities when required, delivery of our products could be delayed, resulting in customer dissatisfaction and decreased revenues.



We depend on third-party subcontractors for most of our semiconductor assembly and testing requirements and any unexpected interruption in their services could cause
us to miss scheduled shipments to customers and to lose revenues.



Semiconductor assembly and testing are complex processes, which involve significant technological expertise and specialized equipment. As a result of our reliance on third-party subcontractors for assembly and testing of our products, we
cannot directly control product delivery schedules, which has in the past, and could in the future, result in product shortages or quality assurance problems that could increase the costs of manufacture, assembly or testing of our products. Almost
all of our products are assembled and tested by one of five subcontractors: ASE in Korea, Malaysia and Taiwan, Hon Hai (formerly AMBIT Microsystems Corporation) in China, Lingsen in Taiwan, STMicroelectronics Group in Malaysia, and ST Assembly Test
Services Ltd. in Singapore. We do not have long-term agreements with any of these suppliers and retain their services on a per order basis. The availability of assembly and testing services from these subcontractors could be adversely affected in
the event a subcontractor suffers any damage or destruction to their respective facilities, or in the event of any other disruption of assembly and testing capacity. Due to the amount of time normally required to qualify assemblers and testers, if
we are required to find alternative manufacturing assemblers or testers of our components, shipments could be delayed. Any problems associated with the delivery, quality or cost of our products could seriously harm our business.



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Failure to transition our products to more effective and/or increasingly smaller semiconductor chip sizes and
packaging could cause us to lose our competitive advantage and reduce our gross margins.



We evaluate the benefits, on a product-by-product basis, of migrating to smaller semiconductor process technologies in order to reduce costs and have commenced migration of some products to smaller semiconductor
processes. We believe that the transition of our products to increasingly smaller semiconductor processes will be important for us to reduce manufacturing costs and to remain competitive. Moreover, we are dependent on our relationships with our
foundries to migrate to smaller semiconductor processes successfully. We cannot be sure that our future process migrations will be achieved without difficulties, delays or increased expenses. Our gross margins would be seriously harmed if any such
transition is substantially delayed or inefficiently implemented.



Our
international operations subject us to risks inherent in doing business on an international level that could harm our operating results.



We currently obtain almost all of our manufacturing, assembly and test services from suppliers located outside the United States and may expand our manufacturing
activities abroad. Approximately 88% and 94%, respectively, of our total revenue for the three months ended December 31, 2004 and for the nine months ended September 30, 2004, was derived from sales to end customers based outside the United States.
In 2003 and 2002, 78% and 61%, respectively, of our total revenue was derived from sales to end customers based outside of the United States. In addition, we often ship products to our domestic customers international manufacturing divisions
and subcontractors.



Accordingly, we are subject to risks inherent in
international operations, which include:



| |  |  | political, social and economic instability;
| | - |  | -------------------------------------------



| |  |  | trade restrictions and tariffs;
| | - |  | -------------------------------



| |  |  | the imposition of governmental controls;
| | - |  | ----------------------------------------



| |  |  | exposure to different legal standards, particularly with respect to intellectual property;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | import and export license requirements;
| | - |  | ---------------------------------------



| |  |  | unexpected changes in regulatory requirements; and
| | - |  | --------------------------------------------------



| |  |  | difficulties in collecting receivables.
| | - |  | ---------------------------------------



All of our international sales to date have been denominated in U.S. dollars. As a result, an increase in the value of the U.S. dollar relative to foreign currencies
could make our products less competitive in international markets. Conversely, a decrease in the value of the U.S. dollar relative to foreign currencies would increase the cost of our overseas manufacturing, which would reduce our gross margins.



If we are not successful in developing and marketing new and enhanced
products for the DSL high speed communications markets that keep pace with technology and our customers needs, our operating results will suffer.



The market for our DSL products is new and emerging, and is characterized by rapid technological advances, intense competition and a relatively small number of potential
customers. This will likely result in price erosion on existing products and pressure for cost-reduced future versions. Implementation of our products requires manufacturers to accept our technology and redesign their products. If potential
customers do not accept our technology or experience problems implementing our devices in their products, our products could be rendered obsolete and our business would be harmed. If we are unsuccessful in introducing future products with enhanced
performance, our ability to achieve revenue growth will be seriously harmed.



We may experience difficulties in the development and introduction of a new amplifier product for use in the cellular phone market, which could result in significant expenses or delay in its launch.



We are currently developing an amplifier product for use in the cellular phone market. This
product is still in research and development and we currently have no design wins or customers for this product. We may not introduce our amplifier product for the cellular phone market on time, and this product may never achieve market acceptance.
Furthermore, competition in this market is likely to result in price reductions, shorter product life cycles, reduced gross margins and longer sales cycles compared with what we have experienced to date with our other products.



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Intense competition in the semiconductor industry and in the consumer electronics and communications markets could
prevent us from achieving or sustaining profitability.



The semiconductor
industry and the consumer audio and communications markets are highly competitive. We compete with a number of major domestic and international suppliers of semiconductors in the consumer electronics and communications markets. We also may face
competition from suppliers of products based on new or emerging technologies. Many of our competitors operate their own fabrication facilities and have longer operating histories and presence in key markets, greater name recognition, access to
larger customer bases and significantly greater financial, sales and marketing, manufacturing, distribution, technical and other resources than us. As a result, such competitors may be able to adapt more quickly to new or emerging technologies and
changes in customer requirements or devote greater resources to the promotion and sale of their products than us. Current and potential competitors have established or may establish financial or strategic relationships among themselves or with
existing or potential customers, resellers or other third parties. Accordingly, it is possible that new competitors or alliances among competitors could emerge and rapidly acquire significant market share. In addition, existing or new competitors
may in the future develop technologies that more effectively address the transmission of digital information through existing analog infrastructures at a lower cost or develop new technologies that may render our technology obsolete. There can be no
assurance that we will be able to compete successfully in the future against our existing or potential competitors, or that our business will not be harmed by increased competition.



Our products are complex and may have errors and defects that are detected only after deployment in customers products, which may
harm our business.



Products such as those that we offer may contain
errors and defects when first introduced or as new versions are released. We have in the past experienced such errors and defects, in particular in the development stage of a new product. Delivery of products with production defects or reliability,
quality or compatibility problems could significantly delay or hinder market acceptance of such products, which could damage our reputation and seriously harm our ability to retain our existing customers and to attract new customers and therefore
impact our revenues. Moreover, such errors and defects could cause problems, interruptions, delays or a cessation of sales to our customers. Alleviating such problems may require substantial redesign, manufacturing and testing which would result in
significant expenditures of capital and resources. Despite testing conducted by us, our suppliers and our customers, we cannot be sure that errors and defects will not be found in new products after commencement of commercial production. Such errors
and defects could result in additional development costs, loss of, or delays in, market acceptance, diversion of technical and other resources from our other development efforts, product repair or replacement costs, claims by our customers or others
against us or the loss of credibility with our current and prospective customers. Any such event could result in the delay or loss of market acceptance of our products and would likely harm our business.



We do not have third party insurance coverage to offset the cost of defending the pending
securities class action and derivative litigation and, therefore, defending the litigation matters set forth in this quarterly report on Form 10-Q will likely materially and adversely affect our financial condition.



Our financial condition will likely be materially adversely affected by the pendency of the
litigation referenced in this Quarterly Report on Form 10-Q because we do not have third-party insurance coverage for either the costs of defending these lawsuits, including the costs of possible indemnification claims by the individual named
defendants, or settling such litigation. We believe that the cost of defending or settling such litigation will have a material adverse effect on our cash balances and will be another factor requiring us to raise additional funds. In addition, these
matters will require devotion of significant management resources which may also adversely affect our business operations.



If we are unable to retain key personnel, we may not be able to operate our business successfully.



We may not be successful in retaining executive officers and other key management and technical personnel. A high level of technical
expertise is required to support the implementation of our technology in our existing and new customers products. In addition, the loss of the management and technical expertise of Dr. Adya S. Tripathi, our founder, president and chief
executive officer, could seriously harm us. We do not have any employment contracts with our employees.



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Our intellectual property and proprietary rights may be insufficient to protect our competitive position.



Our business depends, in part, on our ability to protect our intellectual
property. We rely primarily on patent, copyright, trademark and trade secret laws to protect our proprietary technologies. We cannot be sure that such measures will provide meaningful protection for our proprietary technologies and processes. As of
December 31, 2004, we had 38 issued United States patents, and 8 additional United States patent applications which are pending. In addition, we had 17 international patents issued and an additional 23 international patents pending. We cannot be
sure that any patent will issue as a result of these applications or future applications or, if issued, that any claims allowed will be sufficient to protect our technology. In addition, we cannot be sure that any existing or future patents will not
be challenged, invalidated or circumvented, or that any right granted thereunder would provide us meaningful protection. The failure of any patents to provide protection to our technology would make it easier for our competitors to offer similar
products. In connection with our participation in the development of various industry standards, we may be required to agree to license certain of our patents to other parties, including our competitors, that develop products based upon the adopted
standards.



We also generally enter into confidentiality agreements with our
employees and strategic partners, and generally control access to and distribution of our documentation and other proprietary information. Despite these precautions, it may be possible for a third party to copy or otherwise obtain and use our
products, services or technology without authorization, develop similar technology independently or design around our patents. In addition, effective copyright, trademark and trade secret protection may be unavailable or limited in certain foreign
countries. Some of our customers have entered into agreements with us pursuant to which such customers have the right to use our proprietary technology in the event we default in our contractual obligations, including product supply obligations, and
fail to cure the default within a specified period of time.



We may be
subject to intellectual property rights disputes that could divert managements attention and could be costly.



The semiconductor industry is characterized by vigorous protection and pursuit of intellectual property rights. From time to time, we may receive in the future notices of
claims of infringement, misappropriation or misuse of other parties proprietary rights. We cannot be sure that we will prevail in these actions, or that other actions alleging infringement by us of third-party patents, misappropriation or
misuse by us of third-party trade secrets or the invalidity of one or more patents held by us will not be asserted or prosecuted against us, or that any assertions of infringement, misappropriation or misuse or prosecutions seeking to establish the
invalidity of our patents will not seriously harm our business. For example, in a patent or trade secret action, an injunction could be issued against us requiring that we withdraw particular products from the market or necessitating that specific
products offered for sale or under development be redesigned. We have also entered into certain indemnification obligations in favor of our customers and strategic partners that could be triggered upon an allegation or finding of our infringement,
misappropriation or misuse of other parties proprietary rights. Irrespective of the validity or successful assertion of such claims, we would likely incur significant costs and diversion of our management and personnel resources with respect
to the defense of such claims, which could also seriously harm our business. If any claims or actions are asserted against us, we may seek to obtain a license under a third partys intellectual property rights. We cannot be sure that under such
circumstances a license would be available on commercially reasonable terms, if at all. Moreover, we often incorporate the intellectual property of our strategic customers into our designs, and we have certain obligations with respect to the non-use
and non-disclosure of such intellectual property.



We cannot be sure that the
steps taken by us to prevent our, or our customers, misappropriation or infringement of intellectual property will be successful.



The facilities of several of our key manufacturers and the majority of our customers, are located in geographic regions with increased risks of natural disasters.



Several key manufacturers and a majority of customers are located in the
Pacific Rim region. The risk of earthquakes in this region, particularly in Taiwan, is significant due to the proximity of major earthquake fault lines. Earthquakes, fire, flooding and other natural disasters in the Pacific Rim region likely would
result in the disruption of our foundry partners assembly and testing capacity and the ability of our customers to purchase our products. Labor strikes or political unrest in these regions would likely also disrupt operations of our foundries
and customers. Any disruption resulting from such events could cause significant delays in shipments of our products until we are able to shift our manufacturing, assembly and testing from the affected contractor to another third party vendor. We
cannot be sure that such alternative capacity could be obtained on favorable terms, if at all. Moreover, any such disruptions could also cause significant decreases in our sales to these customers until our customers resume normal purchasing
volumes.



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Terrorist attacks and threats, and government responses thereto, may negatively impact all aspects of our operations,
revenues, costs and stock price.



The threat of terrorist attacks
involving the United States, the instability in the Middle East, a decline in consumer confidence and continued economic weakness and geo-political instability have had a substantial adverse effect on the economy. If consumer confidence does not
recover, our revenues may be adversely affected for fiscal 2005 and beyond. Moreover, any further terrorist attacks involving the U.S., or any additional U.S. military actions overseas may disrupt our operations or those of our customers and
suppliers. These events have had and may continue to have an adverse impact on the U.S. and world economy in general and consumer confidence and spending in particular, which could harm our sales. Any of these events could increase volatility in the
U.S. and world financial markets which could harm our stock price and may limit the capital resources available to us and our customers or suppliers. This could have a significant impact on our operating results, revenues and costs and may result in
increased volatility in the market price of our common stock.



We are
subject to anti-takeover provisions that could delay or prevent an unfriendly acquisition of our company.



Provisions of our restated certificate of incorporation, equity incentive plans, bylaws and Delaware law may discourage transactions involving an unfriendly change in corporate control. In addition to the foregoing,
the stockholdings of our officers, directors and persons or entities that may be deemed affiliates and the ability of our board of directors to issue preferred stock without further stockholder approval could have the effect of delaying, deferring
or preventing a third party from acquiring us and may adversely affect the voting and other rights of holders of our common stock.



Item 3. Quantitative and Qualitative Disclosures about Market Risk



The primary objective of our investment activities is to preserve principal while at the same time maximizing the income we receive from our investments without significantly increasing risk of loss. Some of the
securities that we may acquire in the future may be subject to market risk for changes in interest rates. To mitigate this risk, we plan to maintain a portfolio of cash equivalents and short-term investments in a variety of securities, which may
include commercial paper, money market funds, government and non- government debt securities. We manage the sensitivity of our results of operations to these risks by maintaining a conservative portfolio, which is comprised solely of highly-rated,
short-term investments. We do not hold or issue derivative, derivative commodity instruments or other financial instruments for trading purposes. Currently we are exposed to minimal market risks. Due to the short-term and liquid nature of our
portfolio, if interest rates were to fluctuate by 10% from rates at December 31, 2004 and December 31, 2003, our financial position and results of operations would not be materially affected.



Item 4. Controls and Procedures



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Controls Evaluation and Related CEO and CFO Certifications



We have evaluated the effectiveness of the design and operation of our disclosure controls
and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this Quarterly Report. The controls evaluation was done under the supervision and with the participation of
management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO) and has allowed us to make conclusions, as set forth below, regarding the state of our disclosure controls and procedures.



Attached as exhibits to this Quarterly Report are certifications of the CEO and the CFO,
which are required in accordance with Rule 13a-14 of the Exchange Act. This Controls and Procedures section includes the information concerning the controls evaluation referred to in the certifications, and it should be read in
conjunction with the certifications for a more complete understanding of the topics presented.



Disclosure Controls and Procedures



Our
disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commissions rules and forms. Our disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including
the CEO and CFO, to allow timely decisions regarding required disclosure. Our disclosure controls include components of our internal control over financial reporting, which consists of control processes designed to provide reasonable assurance
regarding the reliability of our financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the U.S. To the extent that components of our internal control over financial reporting
are included within our disclosure controls, they are included in the scope of our quarterly controls evaluation.



Limitations on the Effectiveness of Controls



Management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all error
and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be attained. Furthermore, the design of a control system must reflect the
fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of controls can provide absolute assurance that
all misstatements due to error or fraud, if any, may occur and not be detected on a timely basis. These inherent limitations include the possibility that judgments in decision-making can be faulty and that breakdowns can occur because of errors or
mistakes. Our disclosure controls and procedures can also be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is based in part on
certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Furthermore, controls may become inadequate because of changes
in conditions or deterioration in the degree of compliance with policies or procedures.



Scope of the Controls Evaluation



The evaluation of our
disclosure controls and procedures included a review of the controls objectives and design, the Companys implementation of the controls and the effect of the controls on the information generated for use in this Quarterly Report. During
the evaluation of our controls and procedures, we looked to identify data errors, control problems or acts of fraud and confirm that appropriate corrective action (including process improvements) was being undertaken. This evaluation is performed on
a quarterly basis so that the conclusions of management, including the CEO and CFO, concerning the effectiveness of the disclosure controls and procedures can be reported in our Quarterly Reports on Form 10-Q and to supplement our disclosures made
in our Transitional Report on Form 10-K/T. The overall goal of the evaluation activity is to monitor our disclosure controls and procedures, and to modify them as necessary. We intend to maintain our disclosure controls and procedures as a
dynamic system that changes as conditions warrant.



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We also considered whether our evaluation identified any significant deficiencies or material
weaknesses in our internal control over financial reporting, and whether we identified any acts of fraud involving personnel with a significant role in our internal control over financial reporting. Emphasis was placed on this information as
it was important both for the controls evaluation and because Item 5 in the certifications of the CEO and CFO requires that they disclose that information to our Board of Directors Audit Committee and to our independent auditors. In the
professional auditing literature, significant deficiencies are defined as a control deficiency, or combination of deficiencies, that adversely affects our ability to initiate, authorize, record, process or report external financial data
reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of our financial statements that is more than inconsequential will not be prevented or detected. Auditing
literature defines material weakness as a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be
prevented or detected.



As previously disclosed in our current report on
Form 8-K dated October 18, 2004 and filed on October 22, 2004, in October 2004, our former independent registered public accountants, BDO Seidman LLP (BDO) provided our Audit Committee with a letter citing what BDO asserted are two
material weaknesses over our internal financial controls: one regarding the lack of effectiveness of our Audit Committee and the other regarding the lack of controls in place to estimate distributor returns in accordance with SFAS No.
48. In response to this letter, we added an additional independent member to its Board of Directors and Audit Committee who the Board of Directors determined was an Audit Committee Financial Expert, as such term is defined under rules promulgated by
the Securities and Exchange Commission. We believe that there is no material weakness regarding the effectiveness of its Audit Committee following the appointment of such new member. In addition, the Audit Committee instructed our Chief Financial
Officer to conduct an internal investigation as to the verbal concerns raised by BDO regarding the appropriate accounting for approximately $1.3 million of product that, upon our inquiries, one of our distributors (the Distributor)
reported had been returned to the Distributor by the Distributors customers. As a result of the internal investigation concerning the circumstances surrounding and the appropriate accounting for approximately $1.4 million of product that, upon
our inquiries, the Distributor reported had been returned to the Distributor by the Distributors customers, on January 25, 2005, the Audit Committee determined that we should restate certain financial information previously reported in our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.



Changes in Internal Controls Over Financial Reporting.



Following the end of the period covered by this Quarterly Report on Form 10-Q, we determined that certain changes were warranted in our internal control over financial reporting regarding the review of sales orders. As a result, we have
implemented a requirement that our sales personnel, including those managing our distributor relationships, certify in writing to our finance department that all arrangements relating to sales transactions are contained in the operative sales
agreement or related purchase order provided to our finance department. In addition, the point-of-sale reports from our distributors, which are used as part of our revenue recognition policies and indicate shipment by the distributor of our
products, include attestation that there are no arrangements related to rights of return, pricing, discounting, or other marketing concessions that are not contained in the operative sales agreement or related purchase order for the sale transaction
and that there is a corresponding valid purchase order from the end customer for the sale of the product that is the subject of the point-of-sale report. Going forward, before sales from distributors are recognized, the distributor will certify to
us that the final sales agreement and/or invoice include all of the terms related to the sale and return of our products and that copies of such agreements and/or invoices are delivered to us at the same time as the order confirmation.



Conclusions



Based upon the evaluation of the effectiveness of our disclosure controls and procedures, our CEO and CFO have concluded that as of the end
of the period covered by this Quarterly Report, our disclosure controls and procedures were effective to provide reasonable assurance that material information required to be included in our Exchange Act reports, including this Quarterly Report on
Form 10-Q is made known to management, including the CEO and CFO, on a timely basis. There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2004, that has materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.



PART II. Other Information



Item 1. Legal Proceedings



We are a
party to lawsuits in the normal course of our business. Litigation in general, and securities litigation in particular, can be expensive and disruptive to normal business operations. Moreover, the results of legal proceedings are difficult to
predict. We believe that we have defenses in each of the cases set forth below in which we are named as defendant and are vigorously contesting each of these matters. An unfavorable resolution of one or more of these lawsuits would materially
adversely affect our business, results of operations, or financial condition. In addition, given our financial condition and that we do not have insurance to offset the cost of litigation, the costs of defending one or more of these lawsuits will
likely adversely affect our financial condition. We cannot estimate the loss or range of loss that may be reasonably possible for any of the contingencies described and accordingly have not recorded any associated liabilities in our consolidated
balance sheets. We accrue legal costs when incurred.



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Beginning on November 4, 2004, Navtej S. Bhandari, Marc Cherbonnier, Abraham Goldberg and Frank Oravec
filed four separate complaints purporting to be class actions in the United States District Court for the Northern District of California alleging that we and certain of our current or former officers and/or directors, Adya S. Tripathi, David P.
Eichler and Graham K. Wright, violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. Plaintiffs purport to represent a putative class of stockholders who purchased or otherwise acquired our securities between January 29, 2004 and
October 22, 2004. The complaints contain various allegations, including that we made materially false and misleading statements with respect to our financial results and with respect to our business, prospects and operations in our filings with the
SEC, press releases and other disclosures. The complaints seek unspecified compensatory damages, attorneys fees, expert witness fees, costs and such other relief as may be awarded by the Court.



On December 22, 2004, the Court entered a stipulation and order consolidating
all of these complaints. On January 4, 2005 plaintiffs filed motions for the appointment of lead plaintiff and on January 28, 2005 the Court entered an Order adjudicating these motions and appointing Robert Poteet as the sole lead plaintiff. Under
the current schedule, the plaintiff must file a consolidated complaint on or before March 29, 2005 and defendants must respond to this complaint on or before May 13, 2005.



On December 7, 2004, plaintiff Mildred Lyon filed a purported derivative action in Santa Clara Superior Court against us and
certain of our current or former officers and/or directors, including Adya S. Tripathi, David P. Eichler, Graham K. Wright, A.K. Acharya, Andy Jasuja and Y.S. Fu. This complaint appears to be based upon the same facts and circumstances as the
federal class actions and makes the following claims: violation of Section 25402 of the California Corporations Code, breach of fiduciary duty and misappropriation of information, abuse of control, gross mismanagement, waste of corporate assets and
unjust enrichment. On this basis, the complaint seeks unspecified compensatory damages, treble damages under Section 25502.5(a) of the California Corporations Code, extraordinary equitable and/or injunctive relief, restitution and disgorgement,
attorneys fees, expert witness fees, costs and such other relief as may be ordered by the Court. On December 27, 2004, the Court entered a stipulation and order extending the time for us to respond to the purported derivative complaint to
February 23, 2005.



As previously disclosed in our current
report on Form 8-K dated October 18, 2004 and filed on October 22, 2004, in October 2004, our former independent registered public accountants, BDO Seidman LLP (BDO), provided our Audit Committee with a letter citing what BDO asserted
are two material weaknesses over our internal financial controls: one regarding the lack of effectiveness of our Audit Committee and the other regarding the lack of controls in place to estimate distributor returns in accordance with
SFAS No. 48. Following discussions with our employees, representatives of BDO further orally advised us that BDO had concerns regarding the appropriate accounting for approximately $1.3 million of product that, upon our inquiries, one of our
distributors, Macnica (the Distributor), reported had been returned to the Distributor by the Distributors customers (the Product Return). In response to both the letter and the verbal comments, the Audit Committee
instructed our Chief Financial Officer to investigate this matter and report the findings to the Audit Committee. As a result of the litigation matters referenced above, we retained outside litigation counsel to represent us in responding to the
aforementioned complaints. In addition, the Audit Committee and the Chief Financial Officer directed litigation counsel to further conduct an internal investigation into the verbal concerns raised by BDO regarding the Product Return. Separately, the
Audit Committee, with the assistance of our Chief Financial Officer investigated BDOs assertion regarding the lack of controls in place to estimate distributor returns.



The Audit Committee received an initial report from our litigation counsel on findings of the internal investigation on
January 21, 2005 and requested additional investigation by litigation counsel. On January 25, 2005, litigation counsel made a supplemental report on the findings of the internal investigation to date. Following the presentation of such report,
including discussion of the findings of the forensic accountant hired by the litigation counsel with the approval of the Audit Committee, the Audit Committee concluded that our Country Manager for the Japan Sales Office (who is no longer employed
with us) agreed in an arrangement outside the formal paperwork of the transactions underlying the Product Return that the Distributor could return the products back to us at the Distributors discretion.



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The Audit Committee investigation and discussion included a review of our compliance with Securities and
Exchange Commission Staff Accounting Bulletin No. 104 Revenue Recognition in Financial Statements (SAB 104) as applied to the circumstances surrounding the Product Return. Under SAB 104, a requirement for revenue recognition is
that all of the following criteria must be met: (1) there is persuasive evidence that an arrangement exists, (2) delivery of goods has occurred, (3) the sales price is fixed or determinable, and (4) collectibility is reasonably assured. In addition,
pursuant to our revenue recognition policy, for sales to distributors, we defer recognition of revenue until such time that the distributor sells products to its customers based upon receipt of point-of-sales reports from the distributor. In limited
circumstances, revenue may be recognized when sold to a distributor if the distributor acknowledges in writing that there is no right of return and such sale also otherwise meets the SAB 104 requirements. The internal investigation revealed that
approximately $1.4 million of a sale of our product to the Distributor did not meet the foregoing criteria because our former employee had agreed that the Distributor could return the product at the Distributors discretion, which forms the
basis of the Restatement. This former employee had on this occasion agreed to a term of sale that was outside of our standard practices and was not referenced in the documentation related to the sale submitted to our finance department. Given the
discovery of this arrangement for the Distributor to return the product, the Audit Committee concluded on January 25, 2005 that we should restate certain financial information that was previously reported in our Form 10-Q for the quarter ended June
30, 2004 filed with the Securities and Exchange Commission on August 6, 2004 (the Restatement). For more information regarding the Restatement, please see Note 9 to our consolidated financial statements, Supplementary Financial
Information in our Transition Report on Form 10-K/T filed with the Securities and Exchange Commission on February 3, 2005. In addition, the Audit Committee approved certain changes to our internal controls over financial reporting as an
additional remedial action in response to the report of our litigation counsel and our forensic accountant and to the report by our Chief Financial Officer. For more information regarding these changes, please see Part I, Item 4, Controls and
Procedures. The Audit Committee is continuing its internal investigation and continues to monitor this situation and will consider and implement additional remedial actions it deems necessary.



On or about November 9, 2004, the U.S. Securities and Exchange Commission
(the SEC) requested that we voluntarily produce documents responsive to certain document requests in the investigation entitled In the Matter of Tripath Technology, Inc. The SEC generally has requested information concerning the
facts and circumstances surrounding our October 22, 2004 press release and related accounting matters. We have produced documents and are continuing to produce documents in response to the SECs requests. We have cooperated with the SEC in its
review of these matters.



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Item 6. Exhibits



See Exhibit Index
below.



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SIGNATURES



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



Tripath Technology Inc.Date: February 3, 2005By:

/s/ Clarke SeniffClarke SeniffVice President Finance andChief Financial OfficerPrincipal Financial and Accounting Officer




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EXHIBIT INDEX



|            |  |                                                                                                                                                                               
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                   
|31.1        |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                            
|            | 
|31.2        |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                            
|            | 
|32.1        |  | Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



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