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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

|   | x | ANNUAL REPORT PURSUANT TO SECTION 13   OR 15(d)
OF THE   SECURITIES EXCHANGE ACT OF 1934      | 
|-- | - | --------------------------------------------------------------------------------------------- | 
|   |   |                                                                                               | 
|   |   | For the fiscal year ended July 31, 2006                                                       | 
|   |   |                                                                                               | 
|Or
|   |   |                                                                                               | 
|   | o | TRANSITION REPORT PURSUANT TO SECTION   13 OR 15(d) OF THE   SECURITIES EXCHANGE ACT OF 1934. | 
|   |   |                                                                                               | 
|   |   | For the transition period from                          to                       .            | 

Commission File Number: 000-28369

VA Software Corporation
(Exact name of Registrant as specified in its charter)

|Delaware                                                         | 77-0399299                            
|---------------------------------------------------------------- | --------------------------------------
|(State or other jurisdiction of   incorporation or organization) | (I.R.S. Employer   Identification No.)

46939 Bayside Parkway, Fremont, California, 94538
(Address, including zip code, of principal executive offices)

(510) 687-7000
(Registrants telephone number, including area code)

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

|Yes
o | No
x
|----- | ----

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

|Yes
o | No
x
|----- | ----

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

|Yes
x | No
o
|----- | ----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act).   (Check one):

| | Large   accelerated filer | o | Accelerated   filer | x | Non-accelerated   filer | o | 
| | ------------------------- | - | ------------------- | - | ----------------------- | - | 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

|Yes
o | No
x
|----- | ----

As of September 29, 2006, there were 65,693,905 shares of the Registrants Common Stock outstanding.  The aggregate market value of the Common Stock held by non-affiliates of the Registrant as of January 31, 2006 (based on the closing price for the Common Stock on the NASDAQ National Market for such date) was approximately $106,002,159.  Shares of common stock held by each of our officers and directors and by each person or group who owns 5% or more of our outstanding common stock have been excluded in that such persons or groups may be deemed to be our affiliate.  This determination of affiliate status is not necessarily a conclusive determination for other purposes.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the 2006 Annual Meeting of Stockholders (Proxy Statement) which will be held on December 6, 2006, and to be filed pursuant to Regulation 14A within 120 days after the Registrants fiscal year ended July 31, 2006, are incorporated by reference into Part III of this Form 10-K.

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Table of Contents

|         |  |                                                                                          |                                | Page
|-------- |  | ---------------------------------------------------------------------------------------- | ------------------------------ | ----
|         |  |                                                                                          |                                |     
|PART I   |  |                                                                                         
|         |  |                                                                                          |                                |     
|Item 1   |  | Business                                                                                 |                                |     
|         |  |                                                                                          | Overview                       |     
|         |  |                                                                                          | Sales and   Marketing          |     
|         |  |                                                                                          | Research and   Development     |     
|         |  |                                                                                          | Competition                    |     
|         |  |                                                                                          | Intellectual   Property Rights |     
|         |  |                                                                                          | Seasonality                    |     
|         |  |                                                                                          | Employees                      |     
|Item 1A  |  | Risk Factors                                                                             |                                | 8   
|Item 1B  |  | Unresolved   Staff Comments                                                              |                                | 17  
|Item 2   |  | Properties                                                                               |                                | 17  
|Item 3   |  | Legal   Proceedings                                                                      |                                | 17  
|Item 4   |  | Submission   of Matters to a Vote of Security Holders                                    |                                | 17  
|         |  |                                                                                          |                                |     
|PART II  |  |                                                                                         
|         |  |                                                                                         
|Item 5   |  | Market for   the Registrants Common Stock and Related Stockholder Matters               |                                | 18  
|Item 6   |  | Selected   Consolidated Financial Data                                                   |                                | 19  
|Item 7   |  | Managements   Discussion and Analysis of Financial Condition and Results of Operations. |                                | 19  
|Item 7A  |  | Quantitative   and Qualitative Disclosures About Market Risk                             |                                | 38  
|Item 8   |  | Financial   Statements and Supplementary Data                                            |                                | 40  
|Item 9   |  | Changes in   and Disagreements with Accountants on Accounting and Financial Disclosure   |                                | 68  
|Item 9A  |  | Controls and   Procedures                                                                |                                | 69  
|         |  |                                                                                          |                                |     
|PART III |  |                                                                                         
|         |  |                                                                                          |                                |     
|Item 10  |  | Directors   and Executive Officers of the Registrant                                     |                                | 72  
|Item 11  |  | Executive   Compensation                                                                 |                                | 72  
|Item 12  |  | Security   Ownership of Certain Beneficial Owners and Management                         |                                | 72  
|Item 13  |  | Certain   Relationships and Related Transactions                                         |                                | 73  
|Item 14  |  | Principal   Accounting Fees and Services.                                                |                                | 73  
|         |  |                                                                                          |                                |     
|PART IV  |  |                                                                                         
|         |  |                                                                                          |                                |     
|Item 15  |  | Exhibits and   Financial Statement Schedule                                              |                                | 73  
|         |  | Signatures                                                                               |                                |     

2



PART I

Item 1.  Business

Special Note Regarding Forward-Looking Statements

This Form 10-K contains forward-looking statements that involve risks and uncertainties.  Words such as intend, expect, believe, in our view, and variations of such words and similar expressions, are intended to identify such forward-looking statements, which include, but are not limited to, statements regarding our expectations and beliefs regarding future revenue growth; gross margins; financial performance and results of operations; technological trends in, and emergence of the market for collaborative software development applications; the future functionality, business potential, demand for, efficiencies created by and adoption of SourceForge Enterprise Edition; demand for online advertising; managements strategy, plans and objectives for future operations; the impact of our restructuring and the amount of cash utilized by operations; our
intent to continue to invest significant resources in development; competition, competitors and our ability to compete; liquidity and capital resources; the outcome of any litigation to which we are a party; our accounting policies; and sufficiency of our cash resources, cash generated from operations and investments to meet our operating and working capital requirements.  Actual results may differ materially from those expressed or implied in such forward-looking statements due to various factors, including those set forth in this Business section under Competition and in the Risk Factors contained in the section of this Form 10-K entitled Managements Discussion and Analysis of Financial Condition and Results of Operations.  We undertake no obligation to update the forward-looking statements to reflect events or circumstances occurring after the date of this Form 10-K.

Introduction

We were incorporated in California in January 1995 and reincorporated in Delaware in December 1999.  From the date of our incorporation through October 2001, we sold Linux-based hardware systems and services under the name VA Linux Systems, Inc.  On June 27, 2001, we announced our decision to exit our Linux-based hardware business.  Today, we do business under the name VA Software Corporation (the Company) and we own and operate OSTG, Inc. (OSTG) a network of Internet web sites, including SourceForge.net and Slashdot.org, serving the information technology (IT) professional and software development communities, and OSTGs wholly-owned subsidiary, ThinkGeek, Inc., (ThinkGeek) an online sales retailer.  We also develop, market and support a software application known as SourceForge Enterprise Edition (SFEE).

We are subject to the informational requirements of the Securities Exchange Act of 1934 (the Exchange Act).  Therefore, we file periodic reports, proxy statements and other information with the Securities and Exchange Commission (the SEC).  Such reports, proxy statements and other information may be obtained by visiting the Public Reference Room of the SEC at 100 F Street, NE, Washington, DC 20549 or by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically.

You can access other information at our Investor Relations web site. The address is www.vasoftware.com/company/.  The content of this web site is not intended to be incorporated by reference into this report or any other report we file with the SEC.  We make available, free of charge, copies of our annual report on Form 10-K as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC, and have made our annual reports on Form 10-K available on our web site since November 2002.

Business Overview

We currently view our business in three operating segments:  Online Media, E-commerce and Software.    In December 2005, we completed the sale of our Online Images business to Jupitermedia Corporation and we no longer have operations in that segment.  For segment and geographic financial information, see Note 10 of the Notes to Consolidated Financial Statements of this Annual Report on Form 10-K.

Online Media

Our Online Media segment operates through OSTG, a network of Internet web sites, including SourceForge.net and Slashdot.org, serving the IT professional and software development communities.  The OSTG network, including our ThinkGeek.com site, reaches over 30 million unique visitors a month (Source:  Google Analytics and Omniture, September 2006).  We believe that OSTG is a dynamic community-driven media network and a cornerstone of the open source software development community.  OSTG attracts IT

3



decision-makers and buyers, from chief technology officers to project managers.  IT professionals, technology enthusiasts and developers turn to OSTG sites to create content, debate and discuss current issues facing the technology marketplace, and to create IT news.  OSTG is supported by sponsors and advertisers who want to reach the unique demographic of IT professionals and developers who visit our OSTG web sites.  Our OSTG web sites include:

| | SourceForge.net, our flagship web site providing   Open Source project hosting and hosted downloads of leading Open Source code   and applications.  SourceForge.net is   the home for more than 130,000 Open Source projects and has more than   1,400,000 registered users.                                                                          
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                        
| | Slashdot.org, our leading site focused on   user-generated content, news and reviews for IT Professionals and technology   enthusiasts.  Slashdot.org is   dedicated to providing the IT and business communities with an interactive   platform to publish and comment on cutting-edge technology, hardware,   software, games and online rights news.
|  |                                                                                                                                                                                                                                                                                                                                                        
| | Linux.com, our comprehensive web site for Linux and   open source news and information.    Linux.com caters to business and IT managers looking for migration   strategies to Linux.                                                                                                                                                                   
|  |                                                                                                                                                                                                                                                                                                                                                        
| | Freshmeat.net, one of the Internets most   comprehensive indices of downloadable Linux, Unix and cross-platform   software.                                                                                                                                                                                                                           
|  |                                                                                                                                                                                                                                                                                                                                                        
| | NewsForge.com, the online newspaper of record for   Linux and open source software and business issues.                                                                                                                                                                                                                                                
|  |                                                                                                                                                                                                                                                                                                                                                        
| | ITManagersJournal.com, a web site delivering   strategic and technical information to help top-level IT professionals   implement enterprise-level open source and proprietary architecture,   applications, and infrastructure solutions.                                                                                                             

Our Online Media segment represented 30%, 27% and 36% of net revenue during fiscal 2006, 2005 and 2004, respectively.

E-commerce

Our E-commerce segment provides online sales of a variety of retail products of interest to the software development and IT communities through ThinkGeek.  We believe we offer a significantly broader range of unique products in a centralized location than are available in traditional stores.  We do not have the shelf display space limitations that brick-and-mortar stores do.  Our customers are able to buy electronics, office gadgets, apparel, caffeinated products and other specialty items with a single check-out.  Consumers can either access the information directly through our web site, or get free help from our customer care representatives and experts by contacting them by e-mail at orders@thinkgeek.com or by telephone at 1-888-GEEKSTUFF.

Our E-commerce segment represented 47%, 49% and 46% of net revenue during fiscal 2006, 2005 and 2004, respectively.

Software

Our Software segment focuses on our SFEE software products and services.

SFEE is a proprietary, web-based software application designed for corporate commercial and public-sector IT professionals and software engineering organizations.  SFEE combines software development and collaboration tools with the ability to track, measure and report on software project activity in real-time.  SFEE improves the software development process by capturing and archiving software development code, documentation and communication in a central location.  SFEE enables managers to gain insight and improved visibility into software development activity, thereby providing better resource and requirements management, defect tracking and the ability to resolve critical problems earlier in the development cycle.  Organizations with distributed locations, offshore and/or outsourced software development teams can achieve improved productivity, communication, coordination,
collaboration, project clarity and insight through SFEEs standard set of development tools and secure, centralized code, documentation and communication repository.

Our Software segment represented 23%, 25% and 18% of net revenue during fiscal 2006, 2005 and 2004, respectively.

4



Sales and Marketing

Online Media

We sell our Internet
advertisements  via OSTGs  direct sales  organization and also use our web
sites to increase public awareness of our products. In  addition, we have entered
into co-marketing  agreements with certain  third-party  online  advertising and
remnant sales  networks  with respect to marketing  and/or  selling  advertising
space on OSTG web sites.

E-commerce

Our E-commerce marketing and promotion strategy is designed to increase customer traffic to our online store, add new customers, build strong customer loyalty, maximize repeat purchases and develop incremental revenue opportunities.  In addition, we have entered into co-marketing agreements with certain third parties with respect to marketing our E-commerce web site. We intend to continue to use the unique capabilities of the Internet as a means to encourage new and repeat customers to visit our web sites. Our advertising campaigns for our E-Commerce business generally run on our OSTG Online Media Businesss web sites where where we direct customers to our E-Commerce products through links to pages on our ThinkGeek.com E-Commerce web site.  In addition, we currently offer a customer retention program, Geek Points, which is designed to add new customers and build customer loyalty. 
Through this program, customers are rewarded for shopping with us.  When the customer signs up for Geek Points, they earn points on all of their purchases.  Rewards for Geek Points participants include special promotions, discounts and access to products available only to those customers enrolled in the program.

Software

We primarily market and sell our SFEE software products (software, professional services, maintenance and support and training) directly to our end users through our SFEE field sales organization, on the Internet at www.vasoftware.com and on our various OSTG web sites.  Our direct sales organization includes a telesales operation to augment our direct sales presence.

We maintain a complete marketing organization as well as customer service and support organizations for SFEE to provide support for installation, software usage, updates and system administration.  Customer service and support are typically provided as part of the SFEE maintenance contract to ensure end user productivity.  We also release periodic bug or security fix updates and version upgrades.

Research and Development

Online Media

We believe that the success of OSTG will depend partly on our ability to enhance our web sites and underlying technology to meet the needs of a rapidly-evolving marketplace and increasingly-sophisticated and demanding customers.  We intend to continue to extend and strengthen the infrastructure and architecture underlying our online sites by enhancing existing features, adding additional features and allowing the community to link to external sources.  These include, but are not limited to enhancing certain tools on SourceForge.net to improve the development experience for our registered users and enhancing our existing moderation system on Slashdot.org to provide a better layer of functionality to our comment system.

E-commerce

We have implemented a broad array of services and systems for customer service, product searching, order processing and order fulfillment functions, including, among other things:

| | Accepting and validating customer orders;                                       
|- | --------------------------------------------------------------------------------
|  |                                                                                 
| | Organizing, placing and managing orders with vendors   and fulfillment partners;
|  |                                                                                 
| | Receiving product and reserving inventory for specific   customer orders; and   
|  |                                                                                 
| | Managing shipment of products to customers based on   various ordering criteria.

5



These services and systems use a combination of our own proprietary technologies and commercially-available, licensed technologies. We focus our internal development efforts on creating and enhancing the specialized, proprietary software that is unique to our business.

Our core online merchandise catalog, customer interaction, order collection, fulfillment and back-end systems are proprietary to ThinkGeek.  The systems are designed to provide real-time connectivity to our distribution center systems. These include an inventory-tracking system, a real-time order tracking system, an executive information system and an inventory replenishment system. Our Internet servers use SSL technology to help conduct secure communications and transactions.  We continue to invest in improving the E-commerce customer service, order processing, shipping and tracking systems.

Software

We believe that the success of SFEE will depend partly on our ability to enhance our product to meet the needs of a rapidly evolving marketplace and increasingly sophisticated and demanding customers.  Therefore, we have devoted the majority of our research and development budget to the goal of improving SFEE.  We intend to extend and strengthen our software by enhancing existing features, adding additional features and offering higher levels of integration with popular software development tools.  Although we primarily develop SFEE technology internally, we may, based on timing and cost considerations, acquire technologies or products from third parties.

Competition

Online Media

The market for Internet media services provided by OSTG is highly competitive.  Advertisers have many alternatives available to reach their target audience, including print (e.g., Ziff Davis Medias eWeek and International Data Groups Computerworld), general portal sites (e.g., aol.com, yahoo.com, google.com and msn.com) and other web sites focused on vertical markets (e.g., CNet Networks, Inc.s cnet.com and techrepublic.com) and general business sites (BusinessWeek.com, Forbes.com and Fortune.com).  Recently, Google, Inc. (Google) has begun offering open source code hosting capabilities that may be viewed as competitive to SourceForge.nets offering and other companies and organizations also offer open source code hosting, open source code search, and open source software development-related services..  This competition may impact traffic to
our SourceForge.net web site.

Many of our competitors in our Online Media business have substantial competitive advantages, including greater resources that can be devoted to the development, promotion and sale of their online services, more established sales forces and channels, greater software and web site development experience and greater name recognition.

E-commerce

The market for retail products similar to those offered by ThinkGeek is highly competitive.  We compete with Internet portals and online service providers that feature shopping services, such as Amazon.com and Yahoo! and with other online or mail-order retailers. More recently some online retailers have developed sites which aim at the computer enthusiast and computer gaming markets.  We believe that there are a number of competitive factors in our market, including company credibility, product selection and availability, convenience, price, privacy, web site features, functionality and performance, ease of purchasing, customer service and reliability and speed of order shipment.

Many of our competitors in our E-commerce business have substantial competitive advantages, including greater resources that can be devoted to the development, promotion and sale of their online products, more established sales forces and channels, greater software and web site development experience, and greater name recognition.

To be competitive, we must respond promptly and effectively to the challenges of technological change, evolving standards and our competitors innovations by continuing to enhance our services and products.  Any pricing pressures or loss of potential customers resulting from our failure to compete effectively would reduce our revenue.

6



Software

We believe SFEE gives us an opportunity to operate in the collaborative software development market without an entrenched competitor.  However, we face competition from software development tools and processes developed internally by customers, including ad hoc integrations of commercial software development tools and applications as well as open source software.  There are also many entrenched competitors in closely-related markets who compete for customer budget allocations.  Such competition could arise from, among others, Borland Software Corporation, Collabnet, Inc., International Business Machines Corporation, Microsoft Corporation and Serena Software, Inc., as well as numerous other public and privately-held software application development and tools suppliers. Additionally, recent and future business combinations among companies in the software industry will permit the
resulting consolidated companies to offer more extensive suites of software products and broader arrays of software solutions, some of which may compete directly with SFEE.  Changes resulting from current and future software industry consolidation may negatively impact our competitive position and operating results.

Many of these potential competitors are likely to have substantial competitive advantages, including greater resources that can be devoted to the development, promotion and sale of their products; more established sales forces and channels; greater software development experience; and greater name recognition.

Intellectual Property Rights

We protect our intellectual property through a combination of copyright, trademark, trade secret laws, employee and third-party nondisclosure agreements, and other methods of protection.

SFEE is licensed to our end-user customers as proprietary software code and documentation.  We require our customers to enter into license agreements that impose restrictions on their ability to reproduce, distribute and utilize our software. In addition, we seek to avoid disclosure of our trade secrets through a number of means, including restricting access to our source code and object code and requiring those entities and persons with access to agree to confidentiality terms which restrict their use and disclosure.

SourceForge, SourceForge.net, Slashdot, ThinkGeek, Freshmeat, OSTG, VA Software, and the VA logo are some of our trademarks and/or registered trademarks that we use in the United States and in other countries.

Because the media and software industries are characterized by rapid technological change, we believe that factors such as the technological and creative skills of our personnel, new product developments, frequent product enhancements, name recognition and reliable product maintenance are more important to establishing and maintaining a technology leadership position than the various legal protections of our technology.

Seasonality

In the past several years, a substantial portion of our E-commerce revenue occurred in our second fiscal quarter, which in fiscal year 2007 will begin on November 1, 2006, and end on January 31, 2007.  As is typical in the retail industry, we generally experience lower E-commerce revenue during the other quarters.  Therefore, our E-commerce revenue in a particular quarter is not necessarily indicative of future E-commerce revenue for a subsequent quarter or our full fiscal year.

As noted above, our E-commerce business is highly seasonal, reflecting the general pattern associated with the retail industry of peak sales and earnings during the holiday shopping season. We have also noticed lower traffic on our Media Business web sites during the summer months.  We have not noticed any significant seasonality in our Software revenue.

Employees

We believe our success will depend in part on our continued ability to attract and retain highly-qualified personnel in a competitive market for experienced and talented software engineers and sales and marketing personnel.  Our employees are not represented by any collective bargaining organization; we have never experienced a work stoppage; and we believe that our relations with our employees are good.  As of July 31, 2006, our employee base totaled 121, including 35 in operations, 32 in sales and marketing, 35 in research and development and 19 in finance and administration.

7



Item 1A.  Risk Factors

CURRENT AND PROSPECTIVE INVESTORS IN VA SOFTWARE SECURITIES SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE MAKING AN INVESTMENT DECISION. IN ADDITION, THESE RISKS ARE NOT THE ONLY ONES FACING OUR COMPANY. ADDITIONAL RISKS OF WHICH WE ARE NOT PRESENTLY AWARE OR THAT WE CURRENTLY BELIEVE ARE IMMATERIAL MAY ALSO IMPAIR OUR BUSINESS OPERATIONS. OUR BUSINESS COULD BE HARMED BY ANY OF THESE RISKS. THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE DUE TO ANY OF THESE RISKS, AND INVESTORS MAY LOSE ALL OR PART OF THEIR INVESTMENT.

Risks Related To Our Online Media Business

If our online business fails to continue to deliver original and compelling content and services, we will be unable to attract and retain users, which will adversely affect our financial results.

The successful development and production of content and services is subject to numerous uncertainties, including our ability to:

| |  | anticipate and successfully respond to rapidly   changing consumer tastes and preferences;
| | - | ------------------------------------------------------------------------------------------
| |   |                                                                                           
| |  | fund new program development; and                                                         
| |   |                                                                                           
| |  | attract and retain qualified editors, writers and   technical personnel.                  

We cannot assure that our online content and services will be attractive to a sufficient number of users to generate revenue consistent with our estimates or sufficient to sustain operations. In addition, we cannot assure that any new content or services will be developed in a timely or cost-effective manner. If we are unable to develop content and services that allow us to attract, retain and expand a loyal user base that is attractive to advertisers, we will be unable to generate sufficient revenue to grow our online business.

If our online business fails to deliver innovative marketing programs, we will be unable to attract and retain advertisers, which will adversely affect our financial results.

The successful development and production of marketing programs is subject to numerous uncertainties, including our ability to:

| |  | enable advertisers to showcase products, services   and/or brands to their intended audience;
| | - | ---------------------------------------------------------------------------------------------
| |   |                                                                                              
| |  | anticipate and successfully respond to emerging   trends in online advertising; and          
| |   |                                                                                              
| |  | attract and retain qualified marketing and technical   personnel.                            

We cannot assure that our online marketing programs will enable us to attract and retain advertisers and generate revenue consistent with our estimates or sufficient to sustain operations. In addition, we cannot assure that any new marketing programs will be developed in a timely or cost-effective manner. If we are unable to deliver innovative marketing programs that allow us to expand our advertiser base, we will be unable to generate sufficient revenue to grow our online business.

Decreases or delays in advertising spending due to general economic conditions could harm our ability to generate advertising revenue, which would adversely affect our financial results.

Expenditures by advertisers tend to be cyclical, reflecting overall economic conditions as well as budgeting and buying patterns.  Because we derive a large part of our revenue from advertising fees, decreases in or delays of advertising spending could reduce our revenue or negatively impact our ability to grow our revenue. Even if economic conditions continue to improve, marketing budgets and advertising spending may not increase from current levels.

8



The market in which SourceForge.net participates is becoming more competitive, and if we do not compete effectively, our online business could be harmed.

SouceForge.net hosts more than 130,000 open source software projects, and we derive revenue from SourceForge.net primarily through advertisements and sponsorship campaigns run on the site.  Recently, Google has begun offering open source code hosting and search capabilities that may be viewed as competitive to SourceForge.nets offering.  Because Google enjoys substantial competitive advantages in the online space generally, including powerful brand identity, established marketing relationships, larger visitor base, and greater financial, technical, and other resources, we may be unable to compete effectively with Googles offering.  Further, other companies and organizations offer open source code hosting, open source code search, and open source software development-related services.  Our competitors may be able to respond more quickly and effectively than we can to new or changing open source software opportunities, technologies,
standards, or user requirements.  Because of competitors advantages, even if our services are more effective than those of our competitors, users might accept the services of our competitors in lieu of ours.  If we fail to compete effectively, our online business could be negatively impacted.

Unplanned system interruptions and capacity constraints and failure to effect efficient transmission of user communications and data over the Internet could harm our business and reputation.

The success of our online media business largely depends on the efficient and uninterrupted operation of the computer and communications hardware and network systems that power our web sites.  We do not currently have a formal disaster recovery plan and our computer and communications systems are located in a single data center in Santa Clara County, California. Although we are considering moving our data center in connection with formulation of a formal disaster recovery plan, given the current location of our single data center and our lack of a formal disaster recovery plan, our systems and operations are vulnerable to damage or interruption from earthquake, fire, power loss, telecommunications failure and similar events.

During and prior to fiscal year 2006, we experienced service interruptions with our online sites, including service outages associated with our SourceForge.net and Slashdot.org sites.  Service interruptions during fiscal year 2006 were caused by a variety of factors, including capacity constraints, single points of hardware failure, software design flaws and bugs, and third party denial of service attacks.  Although we continue to work to improve the performance and uptime of our web sites, and have taken steps to mitigate these risks, we expect that service interruptions will continue to occur from time to time.  If our web sites experience frequent or lengthy service interruptions, our business and reputation will be seriously harmed.

Risks Related To Our E-Commerce Business

We cannot predict our E-commerce customers preferences with certainty and such preferences may change rapidly.  If we fail to accurately assess and predict our E-commerce customers preferences, it will adversely impact our financial results.

Our E-commerce offerings on our ThinkGeek.com web site are designed to appeal to IT professionals, software developers and others in technical fields. Misjudging either the market for our products or our customers purchasing habits will cause our sales to decline, our inventories to increase and/or require us to sell our products at lower prices, all of which would have a negative effect on our business.

We are exposed to significant inventory risks as a result of seasonality, new product launches, rapid changes in product cycles and changes in consumer tastes with respect to our products offered at our ThinkGeek E-commerce web site.  Failure to properly assess our inventory needs will adversely affect our financial results.

In order to be successful, we must accurately predict our customers tastes and avoid overstocking or under-stocking products. Demand for products can change significantly between the time inventory is ordered and the date of sale. In addition, when we begin selling a new product, it is particularly difficult to forecast product demand accurately. The acquisition of certain types of inventory, or inventory from certain sources, may require significant lead-time and prepayment, and such inventory may not be returnable. We carry a broad selection and significant inventory levels of certain products and we may be unable to sell products in sufficient quantities or during the relevant selling seasons.

9



If we do not maintain sufficient E-commerce inventory levels, or if we are unable to deliver our E-commerce products to our customers in sufficient quantities, our E-commerce business operating results will be adversely affected.

We must be able to deliver our merchandise in sufficient quantities to meet the demands of our customers and deliver this merchandise to customers in a timely manner. We must be able to maintain sufficient inventory levels, particularly during the peak holiday selling seasons. If we fail to achieve these goals, we may be unable to meet customer demand, and our financial results will be adversely affected.

Our ThinkGeek E-commerce web site is dependent upon a single third party fulfillment and warehouse provider.  The satisfaction of our E-commerce customers is highly dependent upon fulfillment of orders in a professional and timely manner, so any decrease in the quality of service offered by our fulfillment and warehouse provider will adversely affect our reputation and the growth of our E-commerce business.

Our ThinkGeek E-commerce web sites ability to receive inbound inventory and ship completed orders efficiently to our customers is substantially dependent on a third-party contract fulfillment and warehouse provider.  We currently utilize the services of Dotcom Distribution, Inc. (Dotcom Distribution), located in Edison, New Jersey.  If Dotcom Distribution fails to meet our future distribution and fulfillment needs, our relationship with and reputation among our E-commerce customers will suffer and this will adversely affect our E-commerce growth.  Additionally, if Dotcom Distribution cannot meet our distribution and fulfillment needs, particularly during the peak holiday selling seasons, or our contract with Dotcom Distribution terminates, we may fail to secure a suitable replacement or second-source distribution and fulfillment provider on comparable terms, which would adversely affect our E-commerce financial
results.

Risks Related To Our Software Business

Because the market for our SFEE application software is still emerging, we do not know whether existing and potential customers will license SFEE in sufficient quantities for us to sustain profitability.

Our future growth and financial performance will depend on market acceptance of SFEE and our ability to license our software in sufficient quantities and under acceptable terms. The number of customers using SFEE is still relatively small. We expect that we will continue to need intensive marketing and sales efforts to educate prospective clients about the uses and benefits of SFEE. Various factors could inhibit the growth of the market for and market acceptance of SFEE. In particular, potential customers may be unwilling to make the significant capital investment needed to license SFEE. Many of our customers have licensed only limited quantities of SFEE, and these or new customers may decide not to deploy our software more broadly. We cannot be certain that a viable market for SFEE will be sustainable. If a viable market for SFEE fails to be sustainable, this would have a significant, adverse effect upon our software business and operating results.

We are devoting the majority of our research and development spending to our SFEE application, so if this software does not achieve market acceptance we may experience operating losses.

Although in fiscal year 2006, which ended on July 31, 2006, approximately 23% of our revenue was derived from our Software business, we devoted 51%, or $3.2 million, of our research and development spending to research and development associated with our SFEE software application.  We expect to continue to allocate a substantial portion of our research and development resources to software for the foreseeable future.  There can be no assurance, however, that we will be sufficiently successful in marketing, licensing, upgrading and supporting Software to offset our substantial research and development expenditures. A failure to grow software revenue sufficiently to offset the significant research and development costs will materially and adversely affect our business and operating results.

If we fail to attract and retain larger corporate and enterprise-level customers, our revenue will not grow and may decline.

We have focused our sales and marketing efforts upon larger corporate and enterprise-level customers. This strategy may fail to generate sufficient revenue to offset the substantial demands that this strategy will place on our business, in particular the longer sales cycles, higher levels of service and support and volume pricing and terms that larger corporate and enterprise accounts often demand. In addition, these larger customers generally have significant financial and personnel resources. As a result, rather than license software, our target customers may develop collaborative software development applications internally, including ad hoc development of applications based on open source code. A failure to successfully obtain revenue from larger corporate or enterprise-level customers will materially and adversely affect our operating results.

10



If we fail to anticipate or respond adequately to technology developments, industry standards or practices, and customer requirements, or if we experience any significant delays in product development, introduction, or integration, SFEE software  may become obsolete or unmarketable, our ability to compete may be impaired, and our software revenue may not grow or may decline.

Rapid technological advances, changes in customer requirements, and frequent new product introductions and enhancements characterize the software industry generally. We must respond rapidly to developments related to hardware platforms, operating systems, and software development tools. These developments will require us to make substantial product development investments.  We believe the success of our Software business will become increasingly dependent on our ability to:

| |  | support multiple platforms, including Linux,   commercial UNIX and Microsoft Windows;                     
| | - | ----------------------------------------------------------------------------------------------------------
| |   |                                                                                                           
| |  | use the latest technologies to continue to support   web-based collaborative software development; and    
| |   |                                                                                                           
| |  | continually support the rapidly changing standards,   tools and technologies used in software development.

Our SFEE application software has a long and unpredictable sales cycle, which makes it difficult to forecast our future results and may cause our operating results to vary significantly.

The period between initial contact with a prospective customer and the licensing of SFEE varies and has often exceeded three and occasionally exceeded twelve months. Additionally, our sales cycle is complex because customers consider a number of factors before committing to license our software. Factors that our customers and potential customers have informed us that they consider when evaluating our software include product benefits, cost and time of implementation, and the ability to operate with existing and future computer systems and applications. We have found that customer evaluation, purchasing and budgeting processes vary significantly from company to company. We spend significant time and resources informing prospective customers about our software products, which may not result in completed transactions and associated revenue. Even if SFEE has been chosen by a customer, completion of the transaction is subject to a number of contingencies, which make
our quarterly revenue difficult to forecast. These contingencies include but are not limited to the following:

| |  | Our ability to sell SFEE software licenses may be   impacted by changes in the strategic importance of software projects due to   our customers budgetary constraints or changes in customer personnel;                                                        
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                 
| |  | A customers internal approval and expenditure   authorization process can be difficult and time consuming. Delays in   approvals, even after we are selected as a vendor, could impact the timing   and amount of revenue recognized in a quarterly period; and
| |   |                                                                                                                                                                                                                                                                 
| |  | The number, timing and significance of enhancements   to our software products and future introductions of new software by our   competitors and us may affect customer-purchasing decisions.                                                                   

If we do not continue to receive repeat business from existing software customers, our revenue will not grow and may decline.

We generate a significant amount of our SFEE license revenue from existing customers.  Generally, our customers initially purchase a limited number of licenses as they evaluate, implement and adopt SFEE software. Even if customers successfully use SFEE, such customers may not purchase additional licenses to expand the use of our product. Purchases of additional licenses by these customers will depend on their success in deploying our software, their satisfaction with our product and support services and their use of competitive alternatives. A customers decision to widely deploy SFEE and purchase additional licenses may also be affected by factors that are outside of our control or which are not related to our product or services. In addition, as we deploy new versions of our software, or introduce new products, our current customers may not require the functionality of our new versions or products and may decide not to license these products.

Increased utilization and costs of our technical support services may adversely affect our financial results.

Over the short term, we may be unable to respond to fluctuations in customer demand for support services. We may also be unable to modify the format of our support services to compete with changes in support services provided by competitors. Further, customer demand for these services could cause increases in the costs of providing such services and adversely affect our operating results.

11



Contractual issues may arise during the negotiation process that may delay the anticipated closure of a transaction and our ability to recognize revenue as anticipated.  The occurrence of such issues might causeour Software revenue and operating results to fall below our publicly-stated expectations, the expectations of securities analysts or the expectations of investors.  Failure to meet public expectations is likely to materially and adversely affect the trading price of our common stock.

Because we focus on selling enterprise solutions, the process of contractual negotiation is critical and may be lengthy. Additionally, several factors may require us to defer recognition of license revenue for a significant period of time after entering into a license agreement, including instances where we are required to deliver either unspecified additional products or specified upgrades for which we do not have vendor-specific objective evidence of fair value.  While we have a standard software license agreement that provides for revenue recognition provided that delivery has taken place, collectibility from the customer is reasonably assured and assuming no significant future obligations or customer acceptance rights exist, customer negotiations and revisions to these terms could impact our ability to recognize revenue at the time of delivery.

Many enterprise customers negotiate software licenses near the end of each quarter. In part, this is because enterprise customers are able, or believe that they are able, to negotiate lower prices and more favorable terms at that time. Our reliance on a large portion of Software revenue occurring at the end of the quarter and the increase in the dollar value of transactions that occur at the end of a quarter can result in increased uncertainty relating to quarterly revenue. Due to end-of-period variances, forecasts may not be achieved, either because expected sales do not occur or because they occur at lower prices or on terms that are less favorable to us.

In addition, slowdowns in our quarterly license contracting activities may impact our service offerings and may result in lower revenue from our customer training, professional services and customer support organizations. Our ability to maintain or increase service revenue is highly dependent on our ability to increase the number of license agreements we enter into with customers.

Risks Related To Our Financial Results

Certain factors specific to our businesses over which we have limited or no control may nonetheless adversely impact our total revenue and financial results.

The primary factors over which we have limited or no control that may adversely impact our total revenue and financial results include the following:

| |  | specific economic conditions relating to IT   spending;                                                                                                          
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                  
| |  | the discretionary nature of our software and online   media customers purchase and budget cycles;                                                               
| |   |                                                                                                                                                                  
| |  | the size and timing of software and online media   customer orders;                                                                                              
| |   |                                                                                                                                                                  
| |  | long software and online media sales cycles;                                                                                                                     
| |   |                                                                                                                                                                  
| |  | our ability to retain skilled engineering and sales   personnel;                                                                                                 
| |   |                                                                                                                                                                  
| |  | economic conditions relating to online advertising   and sponsorship, and E-commerce;                                                                            
| |   |                                                                                                                                                                  
| |  | our ability to demonstrate and maintain attractive   online user demographics;                                                                                   
| |   |                                                                                                                                                                  
| |  | the addition or loss of specific online advertisers   or sponsors, and the size and timing of advertising or sponsorship purchases   by individual customers; and
| |   |                                                                                                                                                                  
| |  | our ability to keep our web sites operational at a   reasonable cost.                                                                                            

If our revenue and operating results fall below our expectations, the expectations of securities analysts or the expectations of investors, the trading price of our common stock will likely be materially and adversely affected. You should not rely on the results of our business in any past periods as an indication of our future financial performance.

12



Future changes in financial accounting standards, including pronouncements and interpretations of accounting pronouncements on software revenue recognition, share-based payments and financial instruments, may cause adverse unexpected revenue fluctuations and affect our reported results of operations.

From time to time, the American Institute of Certified Public Accountants (AICPA) and the SEC may issue accounting pronouncements, guidelines and interpretations regarding accounting pronouncements.  A change in an accounting policy can have a significant effect on our reported results and may even affect our reporting of transactions completed before a change is announced.  Accounting policies affecting our business, including rules relating to revenue recognition, share-based payments and financial instruments have recently been revised or are under review.  In particular, new accounting pronouncements and varying interpretations of existing pronouncements on software revenue recognition, share-based payments and financial instruments have occurred with frequency, may occur in the future and could impact our revenue and results of operations.  There have also been recent accounting pronouncements on the reporting of changes in
accounting policies and the consideration of the effects on prior year misstatements.  Required changes in our application of accounting pronouncements could cause changes in our reported results of operation and our financial condition.

If we fail to adequately  monitor and minimize our use of existing  cash, we may
need  additional  capital  to  fund  continued  operations  beyond  the  next 12
months.

Although we generated cash from operations during fiscal 2006, which ended July 31, 2006, we have historically experienced cash shortfalls, and unless we monitor and minimize the level of use of our existing cash, cash equivalents and marketable securities, we may require additional capital to fund continued operations beyond the next 12 months.  While we believe we will not require additional capital to fund continued operations for the next 12 months, we may require additional funding within this time frame, and this additional funding, if needed, may not be available on terms acceptable to us, or at all. A slowdown in technology or advertising spending, as well as other factors that may arise, could affect our future capital requirements and the adequacy of our available funds. As a result, we may be required to raise additional funds through private or public financing facilities, strategic relationships or other arrangements. Any additional equity
financing would likely be dilutive to our stockholders. Debt financing, if available, may involve restrictive covenants on our operations and financial condition. Our inability to raise capital when needed could seriously harm our business.

We have a history of losses and may incur net losses in the foreseeable future. Failure to remain profitable may materially and adversely affect the market price of our common stock and our ability to raise capital and continue operations.

Although we generated income from continuing operations of $1.3 million during the year ended July 31, 2006, we have incurred losses in each fiscal year since our inception and have an accumulated deficit of $741.1 million as of July 31, 2006.  We may incur net losses in the future.  Failure to remain profitable may materially and adversely affect the market price of our common stock and our ability to raise capital and continue operations beyond the next 12 months.

Risks Related To Competition

If we do not effectively compete with new and existing competitors, our revenue will not grow and may decline, which will adversely impact our financial results.

We believe that the emerging collaborative software development market continues to be fragmented, subject to rapid change and highly sensitive to new product introductions and marketing efforts by industry participants. Competition in related markets is intense. If our products gain market acceptance, we expect the competition to rapidly intensify as new competitors enter the marketplace. Our potential competitors include companies entrenched in closely related markets who may choose to enter and focus on collaborative software development. We expect competition to intensify in the future if the market for collaborative software development applications continues to expand. Our potential competitors include providers of software and related services as well as providers of hosted application services. Many of our potential competitors have significantly more resources, more experience, longer operating histories and greater financial, technical, sales and
marketing resources than we do. In addition, open source code can be obtained through commercial vendors or downloaded and used on an ad hoc basis to address some collaborative software development challenges.  We cannot guarantee that we will be able to compete successfully against current and future competitors or that competitive pressure and/or the availability of open source code will not result in price reductions, reduced operating margins and loss of market share, any one of which could seriously harm our business. Because individual product sales often lead to a broader customer relationship, our products must be able to successfully compete with and complement numerous competitors current and potential offerings. Moreover, we may be forced to compete with our strategic partners, and potential strategic partners, and this may adversely impact our relationship with an individual partner or a number of partners. Consolidation is underway among companies in the software
industry as firms seek to offer more extensive suites of software products and broader arrays of software solutions. Changes resulting from this consolidation may negatively impact our competitive position and operating results.

13



Online competition is intense.  Our failure to compete successfully could adversely affect our revenue and financial results.

The market for Internet content and services is intensely competitive and rapidly evolving. It is not difficult to enter this market and current and new competitors can launch new Internet sites at relatively low cost. We derive revenue from online advertising and sponsorships, for which we compete with various media including newspapers, radio, magazines and various Internet sites. We also derive revenue from E-commerce, for which we compete with other E-commerce companies as well as traditional, brick and mortar retailers. We may fail to compete successfully with current or future competitors. Moreover, increased competition could result in price reductions, reduced margins or loss of market share, any of which could have a material adverse effect on our future revenue and financial results. If we do not compete successfully for new users and advertisers, our financial results may be materially and adversely affected.

Risks Related To Intellectual Property

We are vulnerable to claims that our products infringe third-party intellectual property rights.  Any resulting claims against us could be costly to defend or subject us to significant damages.

We expect that our software products will increasingly be subject to infringement claims as the number of products and competitors in our industry segment grows and the functionality of products in different industry segments overlaps. In addition, we may receive patent infringement claims as companies increasingly seek to patent their software. Our developers may fail to perform patent searches and may therefore unwittingly infringe on third-party patent rights. We cannot prevent current or future patent holders or other owners of intellectual property from suing us and others seeking monetary damages or an injunction against shipment of our software offerings.  A patent holder may deny us a license or force us to pay royalties. In either event, our operating results could be seriously harmed. In addition, employees hired from competitors might utilize proprietary and trade secret information from their former employers without our knowledge, even though our

employment agreements and policies clearly prohibit such practices.

Any litigation regarding our intellectual property, with or without merit, could be costly and time consuming to defend, divert the attention of our management and key personnel from our business operations and cause product shipment delays. Claims of intellectual property infringement may require us to enter into royalty and licensing agreements that may not be available on terms acceptable to us, or at all. In addition, parties making claims against us may be able to obtain injunctive or other equitable relief that could effectively block our ability to sell our products in the United States and abroad and could result in an award of substantial damages against us. Defense of any lawsuit or failure to obtain any required license could delay shipment of our products and increase our costs. If a successful claim is made against us and we fail to develop or license a substitute technology, our business, results of operations, financial condition or cash flows
could be immediately and materially adversely affected.

If we fail to adequately protect our intellectual property rights, competitors may use our technology and trademarks, which could weaken our competitive position, reduce our revenue, and increase our costs.

We rely on a combination of copyright, trademark and trade-secret laws, employee and third-party nondisclosure agreements, and other arrangements to protect our proprietary rights. Despite these precautions, it may be possible for unauthorized third parties to copy our products or obtain and use information that we regard as proprietary to create products that compete against ours. Some license provisions protecting against unauthorized use, copying, transfer, and disclosure of our licensed programs may be unenforceable under the laws of certain jurisdictions and foreign countries.

In addition, the laws of some countries do not protect proprietary rights to the same extent as do the laws of the United States. To the extent that we increase our international activities, our exposure to unauthorized copying and use of our products and proprietary information will increase.

Our collection of trademarks is important to our business. The protective steps we take or have taken may be inadequate to deter misappropriation of our trademark rights. We have filed applications for registration of and registered some of our trademarks in the United States and internationally. Effective trademark protection may not be available in every country in which we offer or intend to offer our products and services. Failure to protect our trademark rights adequately could damage our brand identity and impair our ability to compete effectively. Furthermore, defending or enforcing our trademark rights could result in the expenditure of significant financial and managerial resources.

14



The scope of United States patent protection in the software industry is not well defined and will evolve as the United States Patent and Trademark Office grants additional patents. Because patent applications in the United States are not publicly disclosed until the patent is issued, applications may have been filed that would relate to our products.

Our software business success depends significantly upon our proprietary technology. Despite our efforts to protect our proprietary technology, it may be possible for unauthorized third parties to copy certain portions of our products or to reverse engineer or otherwise obtain and use our proprietary information. We do not have any software patents, and existing copyright laws afford only limited protection. In addition, we cannot be certain that others will not develop substantially equivalent or superseding proprietary technology, or that equivalent products will not be marketed in competition with our products, thereby substantially reducing the value of our proprietary rights. We cannot assure that we will develop proprietary products or technologies that are patentable, that any patent, if issued, would provide us with any competitive advantages or would not be challenged by third parties, or that the patents of others will not adversely affect our ability to

do business. Litigation may be necessary to protect our proprietary technology. This litigation may be time-consuming and expensive.

Other Risks Related To Our Overall Business

We may be subject to claims as a result of information published on, posted on or accessible from our Internet sites, which could be costly to defend and subject us to significant damage claims.

We may be subject to claims of defamation, negligence, copyright or trademark infringement (including contributory infringement) or other claims relating to the information contained on our Internet sites, whether written by third parties or us. These types of claims have been brought against online services in the past and can be costly to defend regardless of the merit of the lawsuit. Although federal legislation protects online services from some claims when third parties write the material, this protection is limited. Furthermore, the law in this area remains in flux and varies from state to state. We receive notification from time to time of potential claims, but have not been named as a party to litigation involving such claims. While no formal complaints have been filed against us to date, our business could be seriously harmed if one were asserted.

We may be subject to product liability claims if people or property are harmed by the products we sell on our E-commerce web sites, which could be costly to defend and subject us to significant damage claims.

Some of the products we offer for sale on our E-commerce web sites, such as consumer electronics, toys, computers and peripherals, toiletries, beverages and clothing, may expose us to product liability claims relating to personal injury, death or property damage caused by such products, and may require us to take actions such as product recalls.  Although we maintain liability insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all. In addition, some of our vendor agreements with our suppliers do not indemnify us from product liability.

We make significant investments in new products and services that may fail to become profitable endeavors.

We have made and will continue to make significant investments in research, development and marketing for new products and services. For example, in July 2006, we announced our plans to build a SourceForge.net Marketplace platform, including related support systems and infrastructure.  Investments in new technology are inherently speculative.  Commercial success for new products and services depends on many factors including innovativeness, developer support, and effective marketing.  Significant revenue from new product and service investments may not be achieved for a number of years, if at all.  Moreover, new products and services may not be profitable, and even if they are profitable, operating margins for new products and services may not meet our internal expectations or the expectations of investors and securities analysts.  If our new products and services fail to achieve financial results that meet public
expectations, our business could be seriously harmed and our stock price will likely decline.

If we are unable to implement appropriate systems, procedures and controls, we may not be able to successfully offer our services and grow our business.

Our ability to successfully offer our services and grow our business requires an effective planning and management process. We updated our operations and financial systems, procedures and controls following our strategic decision to exit the hardware business. Our systems will continue to require additional modifications and improvements to respond to current and future changes in our business. If we cannot grow our businesses, and manage that growth effectively, or if we fail to implement in a timely manner appropriate internal systems, procedures, controls and necessary modifications and improvements to these systems, our businesses will suffer.

15



If we lose key personnel or fail to integrate replacement personnel successfully, our ability to manage our business could be impaired.

Our future success depends upon the continued service of our key management, technical, sales, and other critical personnel.  Our officers and other key personnel are employees-at-will, and we cannot assure that we will be able to retain them.  Key personnel have left our company in the past and there likely will be additional departures of key personnel from time to time in the future.  The loss of any key employee could result in significant disruptions to our operations, including adversely affecting the timeliness of product releases, the successful implementation and completion of company initiatives, and the results of our operations.  Competition for these individuals is intense, and we may not be able to attract, assimilate or retain highly qualified personnel.  Competition for qualified personnel in our industry and the San Francisco Bay Area, as well as other geographic markets in which we recruit, is intense and characterized by

increasing salaries, which may increase our operating expenses or hinder our ability to recruit qualified candidates.  In addition, the integration of replacement personnel could be time consuming, may cause additional disruptions to our operations, and may be unsuccessful.

Our stock price has been volatile historically and may continue to be volatile.

The trading price of our common stock has been and may continue to be subject to wide fluctuations. During our fiscal year ended July 31, 2006, the closing sale prices of our common stock on the NASDAQ Global Market ranged from $1.32 to $5.83 per share and the closing sale price on July 31, 2006, the last trading day of our fiscal year, was $3.97 per share. Our stock price may fluctuate in response to a number of events and factors, such as quarterly variations in operating results, announcements of technological innovations or new products and media properties by us or our competitors, changes in financial estimates and recommendations by securities analysts, the operating and stock price performance of other companies that investors may deem comparable to us, and news reports relating to trends in our markets or general economic conditions.

In addition, the stock market in general, and the market prices for Internet-related companies in particular, have experienced volatility that often has been unrelated to the operating performance of such companies. These broad market and industry fluctuations may adversely affect the price of our stock, regardless of our operating performance. Additionally, volatility or a lack of positive performance in our stock price may adversely affect our ability to retain key employees, all of whom have been granted stock options.

Sales of our common stock by significant stockholders may cause the price of our common stock to decrease.

Several of our stockholders own significant portions of our common stock. If these stockholders were to sell significant amounts of their holdings of our common stock, then the market price of our common stock could be negatively impacted. The effect of such sales, or of significant portions of our stock being offered or made available for sale, could result in strong downward pressure on our stock price. Investors should be aware that they could experience significant short-term volatility in our stock if such stockholders decide to sell a substantial amount of their holdings of our common stock at once or within a short period of time.

Our networks may be vulnerable to unauthorized persons accessing our systems, which could disrupt our operations and result in the theft of our proprietary information.

A party who is able to circumvent our security measures could misappropriate proprietary information or cause interruptions or malfunctions in our Internet operations. We may be required to expend significant capital and resources to protect against the threat of security breaches or to alleviate problems caused by breaches in security.

Increasing regulation of the Internet or imposition of sales and other taxes on products sold or distributed over the Internet could harm our business.

The electronic commerce market on the Internet is relatively new and rapidly evolving. While this is an evolving area of the law in the United States and overseas, currently there are relatively few laws or regulations that directly apply to commerce on the Internet. Changes in laws or regulations governing the Internet and electronic commerce, including, without limitation, those governing an individuals privacy rights, pricing, content, encryption, security, acceptable payment methods and quality of products or services could have a material adverse effect on our business, operating results and financial condition. Taxation of Internet commerce, or other charges imposed by government agencies or by private organizations, may also be imposed. Any of these regulations could have an adverse effect on our future sales and revenue growth.

16



Business disruptions could affect our future operating results.

Our operating results and financial condition could be materially and adversely affected in the event of a major earthquake, fire or other catastrophic event. Our corporate headquarters, the majority of our research and development activities and certain other critical business operations are located in California, near major earthquake faults. A catastrophic event that results in the destruction of any of our critical business or information technology systems could severely affect our ability to conduct normal business operations and as a result our future operating results could be adversely affected.

System disruptions could adversely affect our future operating results.

Our ability to attract and maintain relationships with users, advertisers, merchants and strategic partners will depend on the satisfactory performance, reliability and availability of our Internet channels and network infrastructure. Our Internet advertising revenue relate directly to the number of advertisements delivered to our users. System interruptions or delays that result in the unavailability of Internet channels or slower response times for users would reduce the number of advertisements and sales leads delivered to such users and reduce the attractiveness of our Internet channels to users, strategic partners and advertisers or reduce the number of impressions delivered and thereby reduce revenue. In the past twelve months, some of our sites have experienced a small number of brief service interruptions. We will continue to suffer future interruptions from time to time whether due to natural disasters, telecommunications failures, other system failures,
rolling blackouts, viruses, hacking or other events. System interruptions or slower response times could have a material adverse effect on our revenue and financial condition.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2.  Properties

Our principal locations are as follows:

|Location                 |  | Purpose                                                                                                                 |  | Approximate   Size   (in square feet) |  |  | Expiration   of   Lease | 
|------------------------ |  | ----------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------- |  |  | ----------------------- | 
|                         |  |                                                                                                                         |  |                                       |  |  |                         | 
|United States of America |  |                                                                                                                         |  |                                       |  |  |                         | 
|Fremont, California      |  | 100% sublet through lease   expiration date                                                                             |  | 102,544                               |  |  | 2010                    | 
|Fremont, California      |  | Corporate headquarters;   OSTG and Software sales and marketing, finance and administration, research   and development |  | 36,767                                |  |  | 2010                    | 
|Fairfax, Virginia        |  | ThinkGeek operations                                                                                                    |  | 5,139                                 |  |  | 2009                    | 

Item 3.  Legal Proceedings

Information with respect to this Item may be found in Note 5 of the Notes to Consolidated Financial Statements of this Annual Report on Form 10-K, which information is incorporated into this Item 3 by reference.

Item 4.  Submission of Matters to a Vote of Security Holders

Not applicable.

17



PART II

Item 5.  Market for the Registrants Common Stock and Related Stockholder Matters

Our common stock is traded on the NASDAQ Global Market under the symbol LNUX.  As of September 29, 2006, there were 809 holders of record of our common stock.  We have not declared any cash dividends since our inception and do not expect to pay any dividends in the foreseeable future.  The high and low closing sales prices, as reported by NASDAQ, of our common stock are as follows:

|                                   |  | High |      | Low |  
|---------------------------------- |  | ---- | ---- | --- | -
|                                   |  |      |      |     |  
|Fiscal Year Ended July 31,   2006: |  |      |      |     |  
|Fourth   Quarter                   |  | $    | 5.55 |     | $
|Third   Quarter                    |  | $    | 5.83 |     | $
|Second   Quarter                   |  | $    | 1.89 |     | $
|First   Quarter                    |  | $    | 1.80 |     | $
|Fiscal Year Ended July 31,   2005: |  |      |      |     |  
|Fourth   Quarter                   |  | $    | 2.00 |     | $
|Third   Quarter                    |  | $    | 2.08 |     | $
|Second   Quarter                   |  | $    | 2.99 |     | $
|First   Quarter                    |  | $    | 2.13 |     | $

The foregoing reflects interdealer prices without retail markup, markdown, or commissions and may not necessarily reflect actual transactions.

18



Item 6.  Selected Consolidated Financial Data

You should read the selected consolidated financial data set forth below in conjunction with Managements Discussion and Analysis of Financial Condition and Results of Operations and our financial statements and the related notes included elsewhere in this Form 10-K.

The   statement   of
operations data for the fiscal years ended July 31, 2006, July 31, 2005 and July
31,  2004 and the  balance  sheet data as of July 31, 2006 and July 31, 2005 are
derived  from the  audited  financial  statements  and related  notes  appearing
elsewhere in this Form  10-K.   The  statement of  operations  data for the
fiscal years ended July 31, 2003 and July 27, 2002 and the balance sheet data as
of July 31,  2004,  July 31,  2003 and July 27, 2002 are  derived  from  audited
financial  statements  not appearing in this Form  10-K.   The revenue, cost of revenue and operating expenses
data excludes the results of our Online Images  business,  which was
sold  in  December  2005.   The  historical  results  are  not  necessarily
indicative of results that may be expected for any future period.

Summary Financial Information(In thousands, except per share data)

|                                                           |  | For the   years ended |       
|---------------------------------------------------------- |  | --------------------- | ------
|                                                           |  |                       |       
|                                                           |  | July 31,   2006       |       
|                                                           |  |                       |       
|Selected   Consolidated Statements of Operations Data:     |  |                       |       
|Net   revenue from continuing operations                   |  | $                     | 43,632
|Cost   of revenue from continuing operations               |  |                       | 20,671
|                                                           |  |                       |       
|Gross   margin from continuing operations                  |  |                       | 22,961
|Income   (loss) from continuing operations                 |  |                       | 1,315 
|Income   from discontinued operations, net of income taxes |  |                       | 9,647 
|                                                           |  |                       |       
|Net   income (loss)                                        |  | $                     | 10,962
|                                                           |  |                       |       
|Income (loss) per share   from continuing operations:      |  |                       |       
|Basic                                                      |  | $                     | 0.02  
|                                                           |  |                       |       
|Diluted                                                    |  | $                     | 0.02  
|                                                           |  |                       |       
|Income per share from   discontinued operations:           |  |                       |       
|Basic                                                      |  | $                     | 0.16  
|                                                           |  |                       |       
|Diluted                                                    |  | $                     | 0.15  
|                                                           |  |                       |       
|Net income (loss) per   share:                             |  |                       |       
|Basic                                                      |  | $                     | 0.18  
|                                                           |  |                       |       
|Diluted                                                    |  | $                     | 0.17  
|                                                           |  |                       |       
|Shares used in per share   calculation:                    |  |                       |       
|Basic                                                      |  |                       | 62,328
|                                                           |  |                       |       
|Diluted                                                    |  |                       | 64,704
|                                                           |  |                       |       
|Selected   Balance Sheet data at year-end:                 |  |                       |       
|Cash,   cash equivalents and investments                   |  | $                     | 53,043
|Working   capital                                          |  | $                     | 51,265
|Total   assets                                             |  | $                     | 63,212
|Liabilities,   net of current portion                      |  | $                     | 5,693 
|Total   stockholders equity                               |  | $                     | 49,378

Item 7.  Managements Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with Selected Consolidated Financial Data and our financial statements and the related notes included elsewhere in this Form 10-K.  This discussion contains forward-looking statements that involve risks and uncertainties.  Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors including the risks discussed in Item 1A.  Risk Factors and elsewhere in this Form 10-K.  See Part I  Item 1  Special Note Regarding Forward-Looking Statements.

19



Overview

We were incorporated in California in January 1995 and reincorporated in Delaware in December 1999. From the date of our incorporation through October 2001, we sold Linux-based hardware systems and services under the name VA Linux Systems, Inc.  On June 27, 2001, we announced our decision to exit our Linux-based hardware business.  Today, we do business under the name VA Software Corporation and we own and operate OSTG, Inc. (OSTG), a network of Internet web sites offering advertising and retail products and also develop, market and support a software application known as SourceForge Enterprise Edition (SFEE).

We currently view our business in three operating segments:  Online Media; E-commerce; and Software.  Our Online Media segment operates through OSTG, represents a network of Internet web sites, including SourceForge.net and Slashdot.org, serving the IT professional and software development communities. Our E-commerce segment provides online sales of a variety of retail products of interest to the software development and IT communities through ThinkGeek, Inc. (ThinkGeek), a wholly-owned subsidiary of OSTG.  Our Software segment focuses on our SFEE software products and services.

In December 2005, we completed the sale of our Online Images business to Jupitermedia Corporation and we no longer have operations in that segment.

Our goals for fiscal 2006 were to continue to broaden our advertising base for OSTG while increasing traffic and to add new Software customers, all with a focus towards driving the Company towards profitability.

Within the Online Media segment, we reached record levels of unique visitors and advertisers.  OSTG reaches over 30 million unique visitors a month (Source:  Google Analytics and Omniture, September 2006).  We also extended our reach to advertisers by providing new programs such as our Slashdot Vendor Integration, SourceForge.net Powerbar, category sponsorships and rich download programs, allowing the advertiser to reach our visitors.

Within the E-commerce segment, we continued to increase our customer base, increasing the number of orders by 34% from the prior year.

Within the Software segment, we continued to increase the number of customers to whom we have sold our SFEE products, totaling 164 at July 31, 2006.

Net revenue increased in fiscal 2006 as compared to fiscal 2005 due to revenue increases in all three business segments.  Within the Online Media segment, revenue increased due to our focus on developing campaigns for targeted customers as well as increased revenue from greater levels of contextually-relevant advertising.  E-commerce revenue increased due to an increase in orders from our customer base in this segment.  Software revenue increased due to increased sales to existing customers as well as an increase in the number of customers to whom we have licensed SFEE.

Net revenue
     increased  in fiscal  2005 as  compared  to fiscal  2004  primarily  due to
     increased revenue from our Software and E-commerce businesses,  offset by a
     decrease in our Online Media  business and other  revenue  derived from our
     previous  hardware  business.   Software  revenue  increased due to an
     increase in the number of  customers to whom we have  licensed  SFEE. 
     E-commerce  revenue  increased  due to an  increase  in our  customer  base
     related to this segment.

Our  sales  continue
to be  primarily  attributable  to  customers  located in the  United  States of
America.

Our    net    income
(loss) from  continuing  operations was $1.3 million,  ($5.6) million and ($8.3)
million  during  fiscal years 2006,  2005 and 2004,  respectively,  or basic and
diluted  income  (loss)  of  $0.02,  ($0.09)  and  ($0.14),   respectively,  per
share.

Critical Accounting Policies

Accounting policies, methods and estimates are an integral part of the consolidated financial statements prepared by management and are based upon managements current judgments.  Those judgments are normally based on knowledge and experience with regard to past and current events and assumptions about future events.  Certain accounting policies, methods and estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ markedly from managements current judgments.  While there are a number of accounting policies, methods and estimates affecting our financial statements, areas that are particularly significant include revenue recognition policies, the assessment of impairment of long-lived assets, restructuring reserves for excess facilities for non-cancelable leases, income

taxes, and contingencies and litigation.

20



Revenue Recognition

Online Media Revenue

Online Media revenue is derived from the sale of advertising space on our various web sites.  We recognize Online Media revenue over the period in which the advertisements are displayed, provided that persuasive evidence of an arrangement exists, no significant obligations remain, the fee is fixed or determinable, and collection of the receivable is reasonably assured.  Our obligations typically include guarantees of a minimum number of impressions (times that an advertisement is viewed by users of our online services).  To the extent that minimum guaranteed impressions are not met in the specified time frame, we do not recognize the corresponding revenue until the guaranteed impressions are achieved.  Since fiscal 2004, we have not had any significant barter transactions.  Prior to the fiscal year ended July 31, 2004, we recorded barter revenue transactions at their
estimated fair value based on our historical experience of selling similar advertising for cash in accordance with Emerging Issues Task Force (EITF) Issue 99-17, Accounting for Advertising Barter Transactions.  We broadcast banner advertising in exchange for similar banner advertising on third-party web sites. Our barter arrangements are documented with our standard customer insertion order (and accompanying terms and conditions) or, in certain limited instances, via an alternative written contract negotiated between the parties. The standard terms and conditions include, but are not limited to, the web sites for each company that will display the impressions, the time frame that the impressions will be displayed, and the number, type and size of impressions to be delivered.

E-commerce Revenue

E-commerce revenue is derived from the online sale of consumer goods.  We recognize E-commerce revenue from the sale of consumer goods in accordance with SEC Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition.  Under SAB 104, product revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the sale price is fixed or determinable, and collectibility is reasonably assured.  In general, we recognize E-commerce revenue upon the shipment of goods. We grant customers a right to return E-commerce products.  Such returns are recorded as incurred and have been immaterial for the periods presented.

Software Revenue

Software revenue consists principally of fees for licenses of our SFEE software products, maintenance, consulting and training.  We recognize all software revenue using the residual method in accordance with Statement of Position (SOP) 97-2, Software Revenue Recognition, as amended by SOP 98-9, Modification of SOP 97-2, Software Revenue Recognition with Respect to Certain Transactions and Emerging Issues Task Force 00-21 Revenue Arrangements with Multiple Deliverables.  Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is recognized as revenue.  If evidence of the vendor-specific fair value of one or more undelivered elements does not exist, revenue is deferred and recognized when delivery of those elements occurs or when fair value can be established.
Company-specific objective evidence of fair value of maintenance and other services is based on our customary pricing for such maintenance and/or services when sold separately. At the outset of the arrangement with the customer, we defer revenue for the fair value of its undelivered elements (e.g., maintenance, consulting and training) and recognize revenue for the remainder of the arrangement fee attributable to the elements initially delivered in the arrangement (i.e., software product) when the basic criteria in SOP 97-2 have been met. If such evidence of fair value for each undelivered element of the arrangement does not exist, we defer all revenue from the arrangement until such time that evidence of fair value does exist or until all elements of the arrangement are delivered.

Under SOP 97-2, revenue attributable to an element in a customer arrangement is recognized when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the fee is fixed or determinable, (iv) collectibility is probable and (v) the arrangement does not require services that are essential to the functionality of the software.

Persuasive evidence of an arrangement exists.    We determine that persuasive evidence of an arrangement exists with respect to a customer when we have a written contract, which is signed by both us and the customer, or a purchase order from the customer when the customer has previously executed a standard license arrangement with us. We do not offer product return rights for our Software products.

21



Delivery has occurred.    Our software may be either physically or electronically delivered to the customer. We determine that delivery has occurred upon shipment of the software pursuant to the billing terms of the agreement or when the software is made available to the customer through electronic delivery.

The fee is fixed or determinable.    If at the outset of the customer engagement we determine that the fee is not fixed or determinable, we recognize revenue when the fee becomes due and payable. Fees due under a contract are generally deemed not to be fixed or determinable if a significant portion of the fee is beyond our normal payment terms, which are generally no greater than 120 days from the date of invoice.

Collectibility is probable.    We determine whether collectibility is probable on a case-by-case basis. When assessing probability of collection, we consider the number of years in business, history of collection, and product acceptance for each customer. We typically sell to customers, for whom there is a history of successful collection. New customers are subject to a credit review process, in which we evaluate the customers financial position and ultimately such customers ability to pay. If we determine from the outset that collectibility is not probable based upon our review process, revenue is recognized as payments are received.

We allocate revenue on software arrangements involving multiple elements to each element based on the relative fair value of each element.  Our determination of fair value of each element in multiple-element arrangements is based on vendor-specific objective evidence (VSOE). We align our assessment of VSOE for each element to the price charged when the same element is sold separately. We have analyzed all of the elements included in our multiple-element arrangements and determined that we have sufficient VSOE to allocate revenue to the maintenance, support and professional services components of our perpetual license arrangements. We sell our professional services separately, and have established VSOE for professional services on that basis. VSOE for maintenance and support is determined based upon the customers annual renewal rates for these elements. Accordingly, assuming

all other revenue recognition criteria are met, we recognize revenue from perpetual licenses upon delivery using the residual method in accordance with SOP 98-9.

Services revenue consists of professional services, hosting and maintenance fees. In general, our professional services, which are comprised of software installation and integration, business process consulting and training, are not essential to the functionality of our software products. Our software products are fully functional upon delivery and implementation and do not require any significant modification or alteration for customer use. Customers purchase our professional services to facilitate the adoption of our technology and dedicate personnel to participate in the services being performed, but they may also decide to use their own resources or appoint other professional service organizations to provide these services. Software products are billed separately from professional services, which are generally billed on a time-and-materials basis. We recognize revenue from professional services as
services are performed.   Our customers software may be hosted at a third-party hosting location, upon request by our customers.  Hosting fees are recognized as the hosting services are performed.

Maintenance agreements are typically priced based on a percentage of the product license fee and have a one-year term, renewable annually. Services provided to customers under maintenance agreements include technical product support and unspecified product upgrades. Deferred revenue from advanced payments for maintenance agreements is recognized ratably over the term of the agreement, which is typically one year.

We expense all manufacturing, packaging and distribution costs associated with software license sales as cost of license revenue.

Impairment of Long-Lived Assets

We continually evaluate whether events and circumstances have occurred that indicate the remaining estimated useful life of long-lived assets may warrant revision or that the remaining balance of long-lived assets may not be recoverable in accordance with Statement of Financial Accounting Standards SFAS No. 144, Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of. When factors indicate that long-lived assets should be evaluated for possible impairment, we use an estimate of the related undiscounted future cash flows over the remaining life of the long-lived assets in measuring whether they are recoverable.  If the estimated undiscounted future cash flows exceed the carrying value of the asset, a loss is recorded as the excess of the assets carrying value over fair value.  Long-lived assets and certain identifiable intangible
assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.

22



Restructuring Costs and Other Special Charges

As discussed in Note 3 of the notes to the consolidated financial statements, we have recorded significant restructuring charges in connection with exiting our hardware systems, managed services, and professional services and Linux software engineering services businesses during the fiscal years ended 2002 and 2001.  A significant portion of these charges related to excess facilities, which were subject to non-cancelable leases or other costs relating to the abandonment or disposal of property and equipment.  During the third quarter of fiscal 2004 the Company relocated its Fremont, California headquarters to a smaller building in the same complex.  In addition, during the third quarter of fiscal 2004, the Company reached an agreement in principal to sublet unoccupied portions of properties that it leases in Fremont, California and Sunnyvale, California.  As a result of the change in
circumstances, original accruals were reevaluated and adjusted accordingly.  In the second quarter of fiscal 2005, a minor credit adjustment of $0.1 million was recorded to accurately reflect the current common area maintenance fees associated with the Fremont facilities.  All charges as a result of restructuring activities have been recorded in accordance with Emerging Issues Task Force EITF 94-3 Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs incurred in a Restructuring).  Restructuring charges recorded in fiscal 2004 and 2005 were considered adjustments to the original restructuring plans, therefore, Statements of Financial Accounting Standards SFAS No. 146 Accounting for Costs Associated with Exit or Disposal Activities was not applicable.  The remaining accrual from non-cancelable lease payments is based on current circumstances.  These accruals are

subject to change should actual circumstances change.  We will continue to evaluate and update, if applicable, these accruals quarterly.

Income Taxes

We are required to estimate our income taxes in each of the jurisdictions in which we operate as part of the process of preparing our consolidated financial statements.  This process involves us estimating our actual current tax exposure together with assessing temporary differences resulting from differing treatment of items, such as deferred revenue, for tax and accounting purposes.  These differences result in deferred tax assets or liabilities.  We must then assess the likelihood that our net deferred tax assets will be recovered from future taxable income and to the extent that we believe recovery is not likely, we must establish a valuation allowance.  While we have considered future taxable income in assessing the need for the valuation allowance, in the event that we were to determine that we would be able to realize our deferred tax assets in the future in excess of its net
recorded amount, an adjustment to the deferred tax asset valuation allowance would be made, increasing income in the period in which such determination was made.

Contingencies and Litigation

We are subject to proceedings, lawsuits and other claims.  We assess the likelihood of any adverse judgments or outcomes to these matters as well as ranges of probable losses.  A determination of the amount of loss contingency required, if any, is assessed in accordance with SFAS No. 5, Contingencies and Commitments and recorded if probable after careful analysis of each individual matter.  The required loss contingencies may change in the future as the facts and circumstances of each matter change.

Results of Operations

We believe that the application of accounting standards is central to a companys reported financial position, results of operations and cash flows.  We review our annual and quarterly results, along with key accounting policies, with our audit committee prior to the release of financial results.  In addition, we have not entered into any significant transactions with related parties.  We do not use off-balance-sheet arrangements with unconsolidated related parties, nor do we use other forms of off-balance-sheet arrangements such as research and development arrangements.

The following table sets forth our operating results for the periods indicated as a percentage of net revenue, represented by selected items from the consolidated statements of operations.  This table should be read in conjunction with the consolidated financial statements and the accompanying notes included in this Form 10-K.

23



|                                              |  | For the   Year Ended July 31, |      
|--------------------------------------------- |  | ----------------------------- | -----
|                                              |  |                               |      
|                                              |  | 2006                          |      
|                                              |  |                               |      
|Consolidated Statements of   Operations Data: |  |                               |      
|Online Media revenue                          |  |                               | 30.3 
|E-commerce revenue                            |  |                               | 46.8 
|Software revenue                              |  |                               | 22.9 
|Other revenue                                 |  |                               |     
|                                              |  |                               |      
|Net revenue                                   |  |                               | 100.0
|                                              |  |                               |      
|Online Media cost of revenue                  |  |                               | 8.6  
|E-commerce cost of revenue                    |  |                               | 35.8 
|Software cost of revenue                      |  |                               | 3.1  
|                                              |  |                               |      
|Cost of revenue                               |  |                               | 47.5 
|                                              |  |                               |      
|Gross margin                                  |  |                               | 52.5 
|                                              |  |                               |      
|Operating expenses:                           |  |                               |      
|Sales and marketing                           |  |                               | 22.8 
|Research and development                      |  |                               | 14.2 
|General and   administrative                  |  |                               | 16.3 
|Impairment of Long   Lived Assets             |  |                               |     
|Restructuring costs and other special charges |  |                               |     
|Amortization of   deferred stock compensation |  |                               |     
|                                              |  |                               |      
|Total operating   expenses                    |  |                               | 53.3 
|                                              |  |                               |      
|Loss from operations                          |  |                               | (0.8 
|Interest and other income, net                |  |                               | 3.8  
|                                              |  |                               |      
|Income (loss) from continuing operations      |  |                               | 3.0  
|                                              |  |                               |      

Net Revenue

|                     |  | Year Ended July 31, |        | %
Change
Fiscal   2006 to   2005 |   | % Change   Fiscal 2005 to   2004 | 
|-------------------- |  | ------------------- | ------ | -------------------------------- | - | -------------------------------- | 
|                     |  |                     |        |                                  |   |                                  | 
|($ in thousands)     |  | 2006                |        | 2005                             |   | 2004                             | 
|                     |  |                     |        |                                  |   |                                  | 
|Software revenue     |  | $                   | 9,974  |                                  | $ | 7,555                            | 
|Online Media revenue |  |                     | 13,242 |                                  |   | 8,130                            | 
|E-commerce revenue   |  |                     | 20,416 |                                  |   | 14,918                           | 
|Other revenue        |  |                     |       |                                  |   |                                 | 
|                     |  |                     |        |                                  |   |                                  | 
|Net revenue          |  | $                   | 43,632 |                                  | $ | 30,603                           | 
|                     |  |                     |        |                                  |   |                                  | 

Net revenue
increased during fiscal 2006 as compared to fiscal 2005 due primarily to
increased revenue from our Online Media, E-commerce and Software
businesses.

Net revenue
increased during fiscal 2005 as compared to fiscal 2004 due primarily to
increased revenue from our E-commerce and Software businesses, offset by a
decrease in our Online Media revenue and other revenue derived from our previous
hardware business.

Sales for the fiscal
years ended 2006, 2005, and 2004 were primarily to customers located in the
United States of America.

For the fiscal years
ended July 31, 2006, 2005, and 2004, respectively no one customer represented
10% or greater of net revenue.  Going forward, we do not anticipate that
any one customer will represent more than 10% of net revenue.

24



Online Media Revenue

|                                |  | Year Ended July 31, |        | % Change   Fiscal 2006 to   2005 |   | % Change   Fiscal 2005 to   2004 |  
|------------------------------- |  | ------------------- | ------ | -------------------------------- | - | -------------------------------- | -
|                                |  |                     |        |                                  |   |                                  |  
|($ in thousands)                |  | 2006                |        | 2005                             |   | 2004                             |  
|                                |  |                     |        |                                  |   |                                  |  
|Online Media revenue            |  | $                   | 13,242 |                                  | $ | 8,130                            |  
|Percentage of total net revenue |  |                     | 30     | %                                |   | 27                               | %

Online Media revenue
is primarily derived from cash sales of advertising space on our various
web sites, as well as royalty related arrangements and contextually-relevant
advertising associated with advertising on these web sites.  During fiscal
2004, Online Media revenue also included $1.4 million of barter revenue. 
There was no barter revenue in fiscal 2006 or 2005.

|                     |  | Year Ended July 31, |        | % Change   Fiscal 2006 to   2005 |   | % Change   Fiscal 2005 to   2004 | 
|-------------------- |  | ------------------- | ------ | -------------------------------- | - | -------------------------------- | 
|                     |  |                     |        |                                  |   |                                  | 
|($ in thousands)     |  | 2006                |        | 2005                             |   | 2004                             | 
|                     |  |                     |        |                                  |   |                                  | 
|Cash advertising     |  | $                   | 9,193  |                                  | $ | 5,805                            | 
|Barter advertising   |  |                     |       |                                  |   |                                 | 
|Sponsorships         |  |                     | 739    |                                  |   | 390                              | 
|Donations            |  |                     | 17     |                                  |   | 32                               | 
|Other revenue        |  |                     | 3,293  |                                  |   | 1,903                            | 
|                     |  |                     |        |                                  |   |                                  | 
|Online Media revenue |  | $                   | 13,242 |                                  | $ | 8,130                            | 
|                     |  |                     |        |                                  |   |                                  | 

Cash advertising
revenue is derived from advertisements or services delivered to
advertisers.  Such advertisements may be in the form of an advertising
impression, a click, the display of a text link, the download of a file or the
collection of some data, generally a lead. We measure our advertising revenue
using the number of impressions displayed and the average CPM rate (i.e., the
average rate at which we receive revenue per 1,000 banner advertisements
(impressions) we display to users of our online services) charged for the
impressions delivered.

Sponsorship revenue
is derived from web marketing programs that are used to increase brand
awareness.  Revenue related to sponsorships is recognized ratably over the
term of the marketing program or in conjunction with the delivery requirements
set forth in the contract.  The increase in sponsorship revenue in fiscal
2006 as compared to fiscal 2005 is due to new customers participating in our
sponsorship and powerbar offerings.  Sponsorship revenue in fiscal 2005 and
2004 relates to certain contracts with one customer, International Business
Machines Corp. (IBM).  The decrease in sponsorship revenue in
fiscal 2005 as compared to fiscal 2004 was due to the expiration of one of those
IBM contracts in the fourth quarter of fiscal 2004.

Other revenue
consists primarily of paid search, contextually-relevant advertising and
referral fees.

Barter advertising
revenue was derived from banner advertising delivered in exchange for similar
banner advertising on third-party web sites.  Since July 31, 2004, we have
not had any significant barter transactions.  Prior to our fiscal year
ended July 31, 2004, we recorded barter revenue transactions at their estimated
fair value based on our historical experience of selling similar advertising for
cash.

|                                  |  | Year Ended   July 31, |         | % Change   Fiscal 2006 to   2005 |   | % Change   Fiscal 2005 to   2004 | 
|--------------------------------- |  | --------------------- | ------- | -------------------------------- | - | -------------------------------- | 
|                                  |  |                       |         |                                  |   |                                  | 
|                                  |  | 2006                  |         | 2005                             |   | 2004                             | 
|                                  |  |                       |         |                                  |   |                                  | 
|Cash advertising (in   thousands) |  | $                     | 9,193   |                                  | $ | 5,805                            | 
|Impressions delivered             |  |                       | 473,920 |                                  |   | 538,151                          | 
|Average CPM rate                  |  | $                     | 19.40   |                                  | $ | 10.79                            | 

25



The increase in cash
advertising revenue during fiscal 2006 as compared to fiscal 2005 was due to an
increase in the average CPM rate, offset by the lower number of impressions
delivered.  The increase in the average CPM rate was the result of targeted
customer programs allowing for higher CPM rates to several large customers,
while the decrease in the number of impressions delivered was primarily due to
an increased focus on selling higher CPM campaigns and reduced sales to an
individually-significant customer who received a volume discount.

The decrease in cash
advertising revenue during fiscal 2005 as compared to fiscal 2004 was due to a
significant decrease in the number of impressions delivered, offset by a
substantial increase in the average contract CPM rate.  The decrease in the
number of impressions delivered was primarily due to the decline in online
advertising associated with an individually significant customer who had
received a volume discount.  The increase in average CPM rates was the
result of the decline in advertising associated with this individually
significant customer, which drove the average CPM rate for fiscal 2004
down.  In fiscal 2005, this customer represented only 4% of total cash
advertising revenue.  However, in fiscal 2004, this same customer
represented 29% of cash advertising revenue.

We believe that our
prominent position in serving the growing open source software and Linux
markets, along with our favorable online visitor demographics, make us an
attractive advertising vehicle for advertising customers.

E-commerce Revenue

|                                  |  | Year Ended July 31, |         | % Change   Fiscal 2006 to   2005 |   | % Change   Fiscal 2005 to   2004 |  
|--------------------------------- |  | ------------------- | ------- | -------------------------------- | - | -------------------------------- | -
|                                  |  |                     |         |                                  |   |                                  |  
|                                  |  | 2006                |         | 2005                             |   | 2004                             |  
|                                  |  |                     |         |                                  |   |                                  |  
|E-commerce revenue (in thousands) |  | $                   | 20,416  |                                  | $ | 14,918                           |  
|Percentage of total net revenue   |  |                     | 47      | %                                |   | 49                               | %
|Number of Orders (per year)       |  |                     | 316,060 |                                  |   | 235,375                          |  
|Average order size (in dollars)   |  | $                   | 64.60   |                                  | $ | 63.38                            |  

E-commerce revenue
is derived from the online sale of consumer goods, including shipping, net of
any returns and allowances.

The growth in
E-Commerce revenue in fiscal 2006 and 2005 was primarily due to increased
consumer awareness of our web site as a result of a broader product offering
which attracted a larger customer base, as well as web site enhancements and
affiliate programs that drove more traffic to our web site.  As a result of
our efforts we experienced a 34% and 17% increase in the number of orders placed
during fiscal 2006 and 2005, respectively.  The average order size has not
changed significantly from fiscal 2005 to fiscal 2006.

We expect E-commerce
revenue to continue to grow as our E-commerce customer base grows.

Software Revenue

|                                 |  | Year Ended July 31, |       | % Change   Fiscal 2006 to   2005 |   | % Change   Fiscal 2005 to   2004 |  
|-------------------------------- |  | ------------------- | ----- | -------------------------------- | - | -------------------------------- | -
|                                 |  |                     |       |                                  |   |                                  |  
|($ in thousands)                 |  | 2006                |       | 2005                             |   | 2004                             |  
|                                 |  |                     |       |                                  |   |                                  |  
|Software revenue                 |  | $                   | 9,974 |                                  | $ | 7,555                            |  
|Percentage of total net revenue  |  |                     | 23    | %                                |   | 25                               | %
|Aggregate # of customers sold to |  |                     | 164   |                                  |   | 130                              |  
|Avg. contract value              |  | $                   | 129   |                                  | $ | 106                              |  

Software revenue
consists principally of fees for licenses of our SFEE software products,
maintenance, hosting, consulting and training.

The growth during
fiscal 2006 was primarily related to increased licensing revenue of $0.8
million, maintenance revenue of $0.8 million, hosting related revenue of $0.4
million and professional services of $0.4 million. We increased the number of
customers to whom we have licensed SFEE to 164 and increased our average value
of contracts sold during fiscal 2006 to $129,000.  This is compared to 130
customers to whom we had licensed SFEE with an average value of contracts sold
during fiscal 2005 of $106,000.

26



The growth in
Software revenue during fiscal 2005 was primarily related to the SFEE licensing
and maintenance components of revenue. We increased the number of customers to
whom we have licensed SFEE to 130 and increased our average value of contracts
sold during fiscal 2005 to $106,000.  This is compared to 97 customers to
whom we had licensed SFEE with an average value of contracts sold during fiscal
2004 of $75,000.

We expect Software
revenue to continue to increase as we add new customers and we grow our
returning customer base.

Other Revenue

|                                |  | For the   Year Ended July 31, |     | % Change   Fiscal 2006 to   2005 |   | % Change   Fiscal 2005 to   2004 |  
|------------------------------- |  | ----------------------------- | --- | -------------------------------- | - | -------------------------------- | -
|                                |  |                               |     |                                  |   |                                  |  
|($ in thousands)                |  | 2006                          |     | 2005                             |   | 2004                             |  
|                                |  |                               |     |                                  |   |                                  |  
|Other revenue                   |  | $                             |    |                                  | $ |                                 |  
|Percentage of total net revenue |  |                               | 0.0 | %                                |   | 0.0                              | %

Other revenue was
derived from our former hardware and related customer support and professional
services businesses.  The decrease in other revenue in fiscal 2005 is the
direct result of exiting these former businesses.  We do not expect any
such other revenue in the future.

Cost of Revenue/Gross Margin

|                 |  | Year Ended July 31, |        | %
Change   Fiscal 2006 to   2005 |   | %  Change   Fiscal 2005 to   2004 |  
|---------------- |  | ------------------- | ------ | -------------------------------- | - | --------------------------------- | -
|                 |  |                     |        |                                  |   |                                   |  
|($ in thousands) |  | 2006                |        | 2005                             |   | 2004                              |  
|                 |  |                     |        |                                  |   |                                   |  
|Cost of revenue  |  | $                   | 20,671 |                                  | $ | 15,939                            |  
|Gross margin     |  |                     | 22,961 |                                  |   | 14,664                            |  
|Gross margin %   |  |                     | 53     | %                                |   | 48                                | %

Cost of revenue
consists of personnel costs and related overhead associated with developing and
delivering external content for our media sites and with providing software
professional services, cost of equipment used for delivering our media content
and product costs associated with our E-commerce business.

Gross margins
increased in all business segments in fiscal 2006 as compared to fiscal 2005.

Cost of Revenue/Gross Margin by Segment

Online Media Cost of Revenue/Gross Margin

|                             |  | Year Ended   July 31, |       | % Change   Fiscal 2006 to   2005 |   | % Change   Fiscal 2005 to   2004 |  
|---------------------------- |  | --------------------- | ----- | -------------------------------- | - | -------------------------------- | -
|                             |  |                       |       |                                  |   |                                  |  
|($ in thousands)             |  | 2006                  |       | 2005                             |   | 2004                             |  
|                             |  |                       |       |                                  |   |                                  |  
|Online Media cost of revenue |  | $                     | 3,732 |                                  | $ | 3,320                            |  
|Online Media gross margin    |  |                       | 9,510 |                                  |   | 4,810                            |  
|Online Media gross margin%   |  |                       | 72    | %                                |   | 59                               | %

Online Media cost of
revenue consists of personnel costs and related overhead associated with
developing the editorial content of our sites and personnel and related
overhead, equipment and bandwidth associated with delivering our media
content.

The increase in
Online Media gross margin percentages for fiscal 2006 as compared to fiscal 2005
was primarily due to the 63% increase in Online Media revenue, partially offset
by slightly higher cost of revenue of $0.4 million.  The increase in cost
of revenue was primarily due to an increase in the cost of our outsourcing our
advertising serving system of $0.2 million and an increase in personnel overhead
costs related to editorial content of $0.2 million.

27



The decrease in
Online Media gross margin percentages for fiscal 2005 as compared to fiscal 2004
was primarily driven by the increase in Online Media cost of revenue on lower
overall revenue volumes, primarily due to our elimination of our revenue
generating barter programs.  The increase in cost of revenue was primarily
due to an increase in personnel costs related to editorial content contractors
of $0.2 million and an increase in corporate overhead facilities costs of $0.2
million as a result of consolidating operations, offset by bandwidth costs
associated with delivering advertising of $0.1 million and a decrease in
depreciation expense.

We expect Online
Media cost of revenue to increase in absolute dollars to support increased
Online Media revenue and we expect Online Media gross margins to increase
slightly as revenue grows.

E-commerce Cost of Revenue/Gross Margin

|                           |  | Year Ended July 31, |        | % Change   Fiscal 2006 to   2005 |   | % Change   Fiscal 2005 to   2004 |  
|-------------------------- |  | ------------------- | ------ | -------------------------------- | - | -------------------------------- | -
|                           |  |                     |        |                                  |   |                                  |  
|($ in thousands)           |  | 2006                |        | 2005                             |   | 2004                             |  
|                           |  |                     |        |                                  |   |                                  |  
|E-commerce cost of revenue |  | $                   | 15,605 |                                  | $ | 11,591                           |  
|E-commerce gross margin    |  |                     | 4,811  |                                  |   | 3,327                            |  
|E-commerce gross margin%   |  |                     | 24     | %                                |   | 22                               | %

E-commerce cost of
revenue consists of product costs, shipping and fulfillment costs and personnel
and related overhead associated with the operations and merchandising
functions.

E-commerce gross
margin percentages increased for fiscal 2006 as compared to fiscal 2005. 
E-commerce cost of revenue in fiscal 2006 increased as compared to fiscal 2005
consistent with increased E-commerce revenue levels; however, merchandising
expenses increased at a lower rate than the increase in revenue, resulting in a
slight improvement in gross margin percentage.  The increase in E-commerce
cost of revenue in absolute dollars in fiscal 2006 as compared to fiscal 2005
was primarily due to increased product costs of $2.5 million, fulfillment costs
of $0.6 million, shipping costs of $0.5 million, affiliate commission of $0.2
million and merchandising costs of $0.2 million.  The increase in product
costs was the result of increased E-commerce revenue levels.  The increase
in fulfillment costs was due to increased third party fulfillment costs
resulting from an increased number of orders, increased levels of inventory
managed during fiscal 2006 and increased rates charged by the fulfillment
house.  The increase in shipping costs was partially related to increased
revenue levels and fuel surcharges, partially offset by lower shipping rates.
The increase in affiliate commission is due to increased revenue levels. 
The increase in merchandising costs was due to increased personnel and related
overhead costs to increase the range of our product offering.

E-commerce gross
margin percentages increased for fiscal 2005 as compared to fiscal 2004 as a
result of higher product margins due to product mix, offset by a slight
deterioration in shipping and fulfillment margins.  The increase in
E-commerce cost of revenue in absolute dollars in fiscal 2005 as compared to
fiscal 2004 was primarily due to increased product costs of $0.6 million,
shipping costs of $0.6 million and fulfillment costs of $0.2 million.  The
increase in product costs was the result of increased E-commerce revenue
levels.  The increase in shipping costs was partially related to increased
revenue levels and partially due to rate increases and fuel surcharges by both
UPS and DHL. The increase in fulfillment costs was partially related to
increased revenue levels and partially due to the transition associated with
changing our third-party fulfillment partner in the later part of the fourth
quarter of fiscal year 2004.

We expect E-commerce
cost of revenue in absolute dollars to increase proportionately with E-commerce
revenue.  In addition, we expect E-commerce overall gross margins to
continue to improve slightly as volume grows.

Software Cost of Revenue/Gross Margin

|                         |  | Year Ended July 31, |       | % Change   Fiscal 2006 to   2005 |   | % Change   Fiscal 2005 to   2004 |  
|------------------------ |  | ------------------- | ----- | -------------------------------- | - | -------------------------------- | -
|                         |  |                     |       |                                  |   |                                  |  
|($ in thousands)         |  | 2006                |       | 2005                             |   | 2004                             |  
|                         |  |                     |       |                                  |   |                                  |  
|Software cost of revenue |  | $                   | 1,334 |                                  | $ | 1,028                            |  
|Software gross margin    |  |                     | 8,640 |                                  |   | 6,527                            |  
|Software gross margin %  |  |                     | 87    | %                                |   | 86                               | %

28



Software cost of
revenue consists of personnel and related overhead costs and outside service
provider costs associated with delivering software, customer hosting, support
and professional services.

Software gross
margin percentage for fiscal 2006 increased 1% as compared to fiscal 2005. 
The increase in gross margin was primarily the result of increased revenue of
$2.4 million, offset by increased cost of revenue of $0.3 million.  The
increase in cost of revenue is primarily related to increased costs of providing
services to customers and costs associated with hosting customer
installations.

The increase in our
Software gross margin percentages for fiscal 2005 as compared to fiscal 2004 was
primarily the result of lower outside contractor costs, decreased personnel
costs due to a decrease in headcount and leveraging our fixed personnel costs
while increasing revenue levels.  The increased margin associated with
lower outside contractor costs accounted for $0.3 million.  The increased
margin associated with decreased personnel accounted for $0.2 million, and the
increased margin associated with leveraging our fixed personnel costs accounted
for $0.3 million.

We expect Software
cost of revenue to increase as we increase our support and professional services
organization to support our expanding customer base.  We also expect our
Software gross margin to fluctuate depending on the license, support and
services components of Software revenue.

Operating Expenses

Sales and Marketing Expenses

Sales and marketing
expenses consist primarily of personnel and related overhead expenses, including
sales commission, for personnel engaged in sales, marketing and sales support
functions, as well as costs associated with trade shows, advertising and
promotional activities.

|                                |  | Year Ended July 31, |       | % Change   Fiscal 2006 to   2005 |   | % Change   Fiscal 2005 to   2004 |  
|------------------------------- |  | ------------------- | ----- | -------------------------------- | - | -------------------------------- | -
|                                |  |                     |       |                                  |   |                                  |  
|($ in thousands)                |  | 2006                |       | 2005                             |   | 2004                             |  
|                                |  |                     |       |                                  |   |                                  |  
|Sales and Marketing             |  | $                   | 9,968 |                                  | $ | 9,828                            |  
|Percentage of total net revenue |  |                     | 23    | %                                |   | 32                               | %
|Headcount                       |  |                     | 32    |                                  |   | 35                               |  

The slight increase
in absolute dollars spent on sales and marketing in fiscal 2006 as compared to
2005 was primarily related to an increase in commission of $0.7 million and an
increase in credit card fees associated with our E-commerce business of $0.2
million, partially offset by lower payroll and severance costs of $0.4 million
and lower consulting expenses of $0.1 million, lower recruiting fees of $0.1
million and lower discretionary marketing expenses of $0.1 million.  The
increase in commission expense was a direct result of increased revenue across
the Software and Online Media businesses.  The increase in credit card fees
was directly related to the year-over-year increase in our E-commerce
business.  The lower expenses for payroll and severance were a result of
lower headcount in fiscal 2006 as compared with fiscal 2005 and no severance
expense having been recorded in fiscal 2005.  Lower consulting expenses was
a result of our discontinued use of a sales consultant for our Software segment,
lower recruiting fees were due to fewer new hires and lower discretionary
marketing expenses were primarily due to lower levels of research and online
advertising in our Online Media segment.  The decrease in sales and
marketing expenses as a percentage of net revenue was primarily due to increased
revenue levels.

The slight decrease
in absolute dollars spent on sales and marketing in fiscal 2005 as compared to
fiscal 2004 was primarily related to a decrease in our Online Media marketing
expense of $1.4 million related to barter, offset by increases in employee
expenses of $0.8 million, commission expenses of $0.3 million, credit card fees
of $0.1 million and marketing expense of $0.2 million.  The decline in our
barter marketing expense was due to the elimination of our revenue generating
barter related programs in the first quarter of fiscal 2005.  The $0.8
million increase in employee expense was primarily related to an increase in
headcount.  The $0.3 million in commission expense was a direct result of
increased revenue related to our Software segment.  The increase in credit
card fees was related to our E-commerce segment and was the result of increased
sales volumes.  The increase in marketing expense was related to public
relations for our Online Media segment.  The decrease as a percentage of
net revenue was due to increased revenue levels.

29



We believe that our
sales and marketing expenses in absolute dollars will increase in the future as
we intend to grow our sales force.  However, in the future, we expect sales
and marketing expenses to decrease slightly as a percentage of
revenue.

Research and Development Expenses

Research and
development (R&D) expenses consist primarily of personnel and
related overhead expenses for software engineers involved in our Online Media
and Software segments.  We expense all of our research and development
costs as they are incurred.

|                                |  | Year Ended July 31, |       | %
Change   Fiscal 2006 to   2005 |   | % Change   Fiscal 2005 to   2004 |  
|------------------------------- |  | ------------------- | ----- | -------------------------------- | - | -------------------------------- | -
|                                |  |                     |       |                                  |   |                                  |  
|($ in thousands)                |  | 2006                |       | 2005                             |   | 2004                             |  
|                                |  |                     |       |                                  |   |                                  |  
|Online Media R&D                |  | $                   | 2,767 |                                  | $ | 1,799                            |  
|E-commerce R&D                  |  |                     | 247   |                                  |   | 234                              |  
|Software R&D                    |  |                     | 3,183 |                                  |   | 3,726                            |  
|                                |  |                     |       |                                  |   |                                  |  
|Total Research & Development    |  | $                   | 6,197 |                                  | $ | 5,759                            |  
|                                |  |                     |       |                                  |   |                                  |  
|Percentage of total net revenue |  |                     | 14    | %                                |   | 19                               | %
|Headcount                       |  |                     | 35    |                                  |   | 32                               |  

The increase in
research and development expenses in absolute dollars in fiscal 2006 compared to
fiscal 2005 was primarily due to increases in Online Media research and
development expenses, offset in part by decreases in Software expenses. 
The increase in Online Media expenses is primarily related to increased
personnel and related overhead expenses and increased contractor expenses
related to enhancements of the performance of our SourceForge.net web
site.  Personnel and related overhead expenses, including allocated
facility expenses, increased approximately $0.7 million as a result of five
additional employees and contractor expenses increased $0.1 million.  The
decrease in Software expenses is related to a decrease in employee-related
expenses of $0.3 million due to a decline in headcount and lower consulting
expenses of $0.2 million resulting primarily from the lower use of a
contractor.  The decrease as a percentage of net revenue was primarily due
to our spending levels increasing at a lower rate than our revenue growth. 
We expect research and development expenses to increase in absolute dollars, but
not change significantly as a percentage of revenue in the future.

The decrease in
absolute dollars in fiscal 2005 as compared to fiscal 2004 was primarily due to
a decrease in allocated facility expenses of $0.6 million. The decrease in
allocated facility expenses was primarily related to rent and
depreciation.  Rent expense decreased in fiscal 2005 as compared to fiscal
2004 as a result of our moving into a smaller facility late in the third quarter
of fiscal 2004.  Depreciation expense decreased in fiscal 2005, due to our
moving into the smaller facility and writing off the remaining assets associated
with the larger facility occupied in fiscal 2004.  The decrease as a
percentage of net revenue was primarily due to our decreased spending levels as
described above as well as increased revenue levels.

In accordance with
SFAS No. 86, Accounting for the Cost of Computer Software to be Sold,
Leased, or Otherwise Marketed, development costs incurred in the research
and development of new software products are expensed as incurred until
technological feasibility in the form of a working model has been established,
at which time such costs are capitalized, subject to a net realizable value
evaluation.  Technological feasibility is established upon the completion
of an integrated working model.  To date, our software development has been
completed concurrent with the establishment of technological feasibility and,
accordingly, all software development costs have been charged to research and
development expense in the accompanying consolidated statements of
operations.  Going forward, should technological feasibility occur prior to
the completion of our software development, all costs incurred between
technological feasibility and software development completion will be
capitalized.

30



General and Administrative Expenses

General and
administrative expenses consist of personnel and related expenses for finance
and administrative personnel, bad debt and professional fees for accounting and
legal services.

|                                |  | Year Ended July 31, |       | %
Change   Fiscal 2006 to   2005 |   | % Change   Fiscal 2005 to   2004 |  
|------------------------------- |  | ------------------- | ----- | -------------------------------- | - | -------------------------------- | -
|                                |  |                     |       |                                  |   |                                  |  
|($ in thousands)                |  | 2006                |       | 2005                             |   | 2004                             |  
|                                |  |                     |       |                                  |   |                                  |  
|General & Administrative        |  | $                   | 7,115 |                                  | $ | 5,686                            |  
|Percentage of total net revenue |  |                     | 16    | %                                |   | 19                               | %
|Headcount                       |  |                     | 19    |                                  |   | 18                               |  

The increase in
general and administrative expenses in absolute dollars in fiscal 2006 as
compared to fiscal 2005 was primarily related to stock-based compensation
expense of $0.5 million, increased bonus expense of $0.5 million, increased
personnel and related overhead expenses of $0.3 million, Board of Director
expenses of $0.2 million, contractor expenses of $0.1 million, recruiting fees
of $0.1 million and higher bad debt expenses of $0.2 million, resulting from
increased revenue levels, partially offset by decreased accounting fees of $0.4
million, relating from lower fees associated with our second year of compliance
with the Sarbanes-Oxley Act of 2002 and lower legal fees of $0.2 million. 
The decrease in general and administrative expense as a percentage of net
revenue was primarily due to the increase in revenue.  We expect general
and administrative expenses to increase from fiscal 2006 levels in absolute
dollars and decrease as a percentage of revenue in the future.

The increase in
general and administrative expenses in fiscal 2005 as compared to fiscal 2004
was primarily related to the reversal of legal expenses in the first quarter of
fiscal 2004 of $1.2 million, $0.9 million of which was associated with the IPO
Securities Litigation that was ultimately paid by one of our insurers and $0.3
million of which related to a lawsuit that was favorably resolved. 
Excluding these reversals, general and administrative expenses increased
slightly in fiscal 2005 as compared to fiscal 2004.  The increase,
excluding reversals of legal expenses, was primarily related to increased
accounting fees, offset by decreased employee expenses, recruiting expenses and
allocated facility expenses.  The increase in accounting fees of $0.9
million was due to additional costs associated with complying with the
Sarbanes-Oxley Act of 2002.  The decrease in employee expenses of $0.3
million was associated with lower bonuses earned in fiscal 2005 as compared with
those earned in fiscal 2004.  The decrease in recruiting expenses of $0.2
million was associated with the placement fee for one of the companys
executives in the second and third quarters of 2004.  The decrease in
allocated facility expenses of $0.5 million was primarily related to rent and
depreciation.  Rent expense has decreased for fiscal 2005 as compared to
fiscal 2004 as a result of moving into a smaller facility late in the third
quarter of fiscal 2004.  Depreciation expense has decreased as well due to
moving into the smaller facility and writing off the remaining assets associated
with the larger facility occupied in fiscal 2004.  The increase as a
percentage of net revenue was primarily due to our increased expense levels as
described above.

Restructuring Costs and Other Special Charges

In fiscal 2001 and
2002, we adopted plans to exit our hardware systems and hardware-related
software engineering and professional services businesses, as well as exit a
sublease agreement and to reduce our general and administrative overhead
costs.  We exited these activities to pursue our current Online Media,
E-commerce and Software businesses and reduce our operating losses to improve
cash flow.  We recorded restructuring charges of $168.5 million related to
exiting these activities, including charges related to excess facilities from
non-cancelable leases.  During the third quarter of fiscal 2004, we
relocated our Fremont, California headquarters to a smaller building in the same
complex.  As a result of the change in circumstances, original accruals
were reevaluated and we accordingly recorded a restructuring charge of $2.9
million.  Included in the $2.9 million dollar restructuring charge was
$2.5 million of expense related to writing off leasehold improvements and fixed
assets and an additional $0.4 million expense related to excess facilities from
non-cancelable leases.  In addition, during the third quarter of fiscal
2004, we reached agreements in principle to sublet unoccupied portions of
properties that we leased in Sunnyvale, California and lease in Fremont,
California, which were finalized in the fourth quarter of fiscal 2004.  As
a result of the change in circumstances due to the agreement in principle,
original accruals were reevaluated and we accordingly recorded a restructuring
charge of $0.3 million in the third quarter of fiscal 2004.  The $3.2
million total charge to restructuring expenses in fiscal 2004 was recorded
in the consolidated statement of operations for that period.  In the second
quarter of fiscal 2005, a minor credit adjustment of $0.1 million was recorded
to accurately reflect the current common area maintenance fees associated with
the Fremont facilities.  The remaining accrual from non-cancelable lease
payments, which continue through 2010, is based on current circumstances. 
These accruals are subject to change should actual circumstances change. 
We will continue to evaluate and update, if applicable, these accruals
quarterly.   As of July 31, 2006, we had an accrual of approximately
$6.1 million outstanding related to these non-cancelable leases, all of which
was originally included in operating expenses.

31



All charges as a
result of restructuring activities have been recorded in accordance with
Emerging Issues Task Force EITF 94-3 Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs incurred in a Restructuring).  Restructuring
charges recorded in fiscal 2004 were considered adjustments to the original
restructuring plans, therefore, Statements of Financial Accounting Standards
SFAS No. 146 Accounting for Costs Associated with Exit or
Disposal Activities was not applicable.

Below is a summary of the changes to the restructuring liability (in thousands):

|Changes in the total accrued restructuring liability |  | Balance at   Beginning of   Period |        | Charged to   Costs and   Expenses |   | Deductions |   | Balance at End   of Period |       
|---------------------------------------------------- |  | ---------------------------------- | ------ | --------------------------------- | - | ---------- | - | -------------------------- | ------
|                                                     |  |                                    |        |                                   |   |            |   |                            |       
|For the year ended:                                  |  |                                    |        |                                   |   |            |   |                            |       
|July 31, 2004                                        |  | $                                  | 14,889 |                                   | $ | 713        |   | $                          | (4,319
|July 31, 2005                                        |  | $                                  | 11,283 |                                   | $ | (101       | ) | $                          | (3,327
|July 31, 2006                                        |  | $                                  | 7,855  |                                   | $ |           |   | $                          | (1,748

|Components of the total accrued restructuring liability |  | Short Term |       | Long Term |   | Total Liability |  |   |       
|------------------------------------------------------- |  | ---------- | ----- | --------- | - | --------------- |  | - | ------
|                                                        |  |            |       |           |   |                 |  |   |       
|As of July 31, 2004                                     |  | $          | 3,440 |           | $ | 7,843           |  | $ | 11,283
|As of July 31, 2005                                     |  | $          | 1,748 |           | $ | 6,107           |  | $ | 7,855 
|As of July 31, 2006                                     |  | $          | 1,592 |           | $ | 4,515           |  | $ | 6,107 

Amortization of Deferred Stock Compensation

In connection with
the grant of stock options to employees during fiscal 1999 and prior to our
initial public offering in fiscal 2000, we recorded deferred stock compensation
within stockholders equity that was amortized on an accelerated basis in
accordance with Financial Accounting Standards Board (FASB)
Interpretation No. (FIN) 28 over the vesting period for the
individual award.  The amortization expense relates to options awarded to
employees in all operating expense categories, however, the amortization of
deferred stock compensation has not been separately allocated to these
categories.  We expensed deferred stock compensation of $20,000 for fiscal
2004.  Deferred stock compensation was fully amortized as of July 31,
2004.  As such, there was no deferred stock compensation expense during
fiscal 2006 and 2005.

Share-Based Compensation Expense

In
December 2004, the FASB issued SFAS 123revised 2004
(SFAS 123R), Share-Based Payment which requires the
measurement of all share-based payments to employees, including grants of
employee stock options, using a fair-value-based method and the recording of
such expense in our consolidated statements of income.  We have adopted the
provisions of SFAS 123R effective August 1, 2005 (the beginning of our
fiscal 2006).  Prior to August 1, 2005, we accounted for stock option using
SFAS 123.  During fiscal 2006, we recognized $0.7 million in compensation
expense related to options granted to employees and directors. At July 31, 2006,
total compensation cost related to nonvested stock options not yet recognized
was $5.3 million which is expected to vest over a weighted-average term of 3.7
years.

On June 8,
2005, our Compensation Committee of the Board of Directors approved the vesting
acceleration of certain unvested, out-of-the-money stock options outstanding
under our employee stock option plans, effective June 7, 2005. Vesting was
accelerated for stock options that had exercise prices greater than
$1.67 per share, which was the closing price of our common stock on
June 7, 2005. This action was taken to reduce the impact of future
compensation expense that we would otherwise be required to recognize in future
consolidated statements of operations pursuant to SFAS 123R, which was
applicable to us beginning in the first fiscal quarter of 2006. As a result of
the acceleration, we estimate a reduction in future compensation expense by
approximately $8.1 million over fiscal years 2006, 2007 and
2008.

32



Intangible Assets

Intangible assets are amortized on a straight-line basis over three to five years. Intangible asset amortization of $4,000, $12,000 and $12,000 was recorded in fiscal 2006, 2005 and 2004, respectively. The intangible asset carrying value at July 31, 2006 was $4,000 and related to domain and trade names associated with our current Software and OSTG businesses.  This balance has been included in Other Assets in the Consolidated Balance Sheets.  We continually evaluate whether events or circumstances have occurred that indicate the remaining estimated useful lives of these intangible assets may not be recoverable.  No events or circumstances occurred during fiscal 2006 that would indicate a possible impairment in the carrying value of intangible assets at July 31, 2006.

Remeasurement of Warrant Liability, Interest and Other Income, Net

On November 6, 2003,
we entered into a securities purchase agreement in which we completed a private
placement of 3,529,412 shares of our common stock with The Riverview Group LLC
(Riverview) at an issue price of $4.25 per share for aggregate
proceeds of approximately $15 million (the Private Placement). 
In connection with the Private Placement, the Company retained Wharton Capital
Partners Ltd. (Wharton) to act as a financial consultant and
placement agent.  Also in connection with the Private Placement, Riverview
and Wharton received three-year warrants to purchase a total of 705,883 and
25,000 shares of our common stock, respectively, at an exercise price of $6.00
and $6.14 per share, respectively (collectively, the
Warrants).  We entered into a registration rights agreement
with Riverview on November 6, 2003 (the Registration Rights
Agreement) in which we agreed to provide certain registration rights under
the Securities Act of 1933, as amended and the rules and regulations promulgated
thereunder, and applicable state securities laws with respect to the common
stock and the Warrants issued to Riverview.

Pursuant to the
terms of the Registration Rights Agreement, we filed a registration statement
(the Registration Statement) on Form S-3 in order to register the
common stock and Warrants issued in the Private Placement.  The SEC
declared the Registration Statement effective on April 30, 2004.  Before
the effective date of the Registration Statement, the shares of our common stock
sold in the Private Placement and the shares of our common stock underlying the
Warrants did not have the same rights as the other shares which were included in
the Equity section of the Consolidated Balance sheet. Therefore, the shares of
our common stock sold in the Private Placement and the shares of our common
stock underlying the Warrants were classified as liabilities on the Consolidated
Balance sheet. Liabilities must be reported at fair value as of the balance
sheet date.  Initially the Warrants were valued as of November 6, 2003, and
were revalued on January 31, 2004 using the Black-Scholes valuation model and
then, on April 30, 2004, the effective date of the Registration Statement,
revalued again using the same Black-Scholes valuation model.  As a result
of these remeasurements, a non-cash credit adjustment of $1.9 million was
recorded to properly value the liability.   This credit adjustment was
offset by a $0.3 million non-cash expense which was recorded as a result of not
having the common stock shares associated with the Private Placement
registered.  Both adjustments have been recorded in Remeasurement of
warrant liability in the Consolidated Statement of Operations.  As a
result of the Registration Statement becoming effective on April 30, 2004, the
remaining liability for the Warrants of $0.6 million was reclassified to equity
as of that date.   The Company is required to maintain the
effectiveness of the Registration Statement on a commercially reasonable
basis.

Related Party Transactions

As of July 31, 2006,
we hold an investment of approximately 14% in VA Linux Systems Japan, K.K.
(VA Linux Japan).  We continually evaluate whether events or
circumstances have occurred that indicate the remaining value of the investment
may be impaired.  In fiscal 2006, no impairment was recorded on this
investment.  Based on the valuation performed at July 31, 2005, a small
impairment was recorded for $0.1 million during the fourth quarter of fiscal
2005.  There is no quoted market price for this investment; accordingly,
fair value was estimated by management based on the estimated fair value of the
underlying net assets.  This investment is reported under our Software
segment.  The impairment has been included in Impairment of
long-lived assets in the Consolidated Statements of Operations and Other
Comprehensive Income/(Loss).  As of July 31, 2006, we had an
investment balance of $0.4 million.  This balance has been included in
Other Assets in the Consolidated Balance Sheets. VA Linux Japan acts
as a reseller of our SFEE application to customers in Japan and, pursuant to a
license agreement with us, resyndicates certain OSTG web sites for the Japanese
market.  There were $33,000 and $59,000 of related-party receivables and
$129,000 and $47,000 of related-party deferred revenue associated with VA Linux
Japan as of July 31, 2006 and July 31, 2005, respectively that are included in
trade receivables and deferred revenue in the accompanying Consolidated Balance
Sheets.  There were no related-party receivables and deferred revenue
associated with VA Linux Japan as of July 31, 2004 that are included in trade
receivables and deferred revenue in the accompanying Consolidated Balance
Sheets.  There were $0.6 million, $0.5 million and $0.2 million of
related-party revenue associated with VA Linux Japan for the years ended July
31, 2006, July 31, 2005 and July 31, 2004, respectively.

33



Interest and Other Income, Net

|                       |  | Year Ended July 31, |       | % Change   Fiscal 2006 to   2005 |   | % Change   Fiscal 2005 to   2004 |  
|---------------------- |  | ------------------- | ----- | -------------------------------- | - | -------------------------------- | -
|                       |  |                     |       |                                  |   |                                  |  
|($ in thousands)       |  | 2006                |       | 2005                             |   | 2004                             |  
|                       |  |                     |       |                                  |   |                                  |  
|Interest Income        |  | $                   | 1,784 |                                  | $ | 914                              |  
|Interest Expense       |  | $                   | (10   | )                                | $ | (39                              | )
|Other Income (Expense) |  | $                   | (136  | )                                | $ | 83                               |  

Interest income
increased in fiscal 2006 as compared to fiscal 2005 as a result of increased
cash balances, primarily related to the proceeds from the sale of our Online
Images business in December 2005 and to a lesser extent from the proceeds from
the exercise of stock options, as well as increased yields on our investments
due to rising interest rates.

Interest income
remained consistent for fiscal 2005 as compared to fiscal 2004 on lower cash
levels due to increased returns on our investments.

We expect interest
income to fluctuate as interest rates and cash balances fluctuate.  For
additional information, please refer to Item 7A Quantitative and
Qualitative Disclosures About Market Risk.

The decrease in
interest expense in fiscal 2006 as compared to fiscal 2005 was the result of the
expiry of a capital lease in October 2005.  The increase in interest
expense in fiscal 2005 as compared to fiscal 2004 was due to the equipment
capital lease that we entered into in the second quarter of fiscal 2005.

Other income, net
decreased in fiscal 2006 as compared to fiscal 2005, primarily due to the loss
recorded on the liquidation of three of our European subsidiaries during fiscal
2006.

Other income, net
decreased in fiscal 2005 as compared to fiscal 2004 primarily due to proceeds
received from a legal settlement in the first quarter of fiscal 2004 of $1.0
million.

Income Taxes

As of July 31, 2006,
we had $262.1 million of federal net operating loss carry-forwards available to
offset future federal taxable income, which expire at various dates through
fiscal year 2026.  Approximately $23.2 million of federal net operating
losses usage is limited pursuant to section 382 of the Internal Revenue Code due
to certain changes in our ownership which occurred between 1996 and 1999,
and a change in ownership resulting from our June 2000 acquisition of
Andover.net. We also have California net operating loss carryforwards of
approximately $80.4 million to offset future California taxable income, which
expire at various dates through fiscal year 2016. We have not recognized any
benefit from these net operating loss carry-forwards because a valuation
allowance has been recorded for the total deferred tax assets as a result of
uncertainties regarding realization of the assets based on our limited history
of profitability and the uncertainty of future profitability.  The federal
and state net operating loss carry-forwards expire at various dates through
fiscal 2025 and fiscal 2015, respectively, to the extent that they are not
utilized.

34



Liquidity and Capital Resources

|                                                             |  | Year Ended July 31, |       
|------------------------------------------------------------ |  | ------------------- | ------
|                                                             |  |                     |       
|($ in thousands)                                             |  | 2006                |       
|                                                             |  |                     |       
|Net cash provided by (used in):                              |  |                     |       
|Continuing operations                                        |  |                     |       
|Operating activities                                         |  | $                   | 251   
|Investing activities                                         |  |                     | (2,709
|Financing activities                                         |  |                     | 5,688 
|Effect of exchange rate changes on cash and cash equivalents |  |                     | (16   
|Discontinued operations                                      |  |                     | 9,041 
|                                                             |  |                     |       
|Net increase (decrease)   in cash and cash equivalents       |  | $                   | 12,255
|                                                             |  |                     |       

Our principal
sources of cash as of July 31, 2006 were our existing cash, cash
equivalents, short-term and long-term investments of $53.0 million, which
excludes restricted cash of $1.0 million (refer to financing activities below
for discussion on restricted cash). Cash and cash equivalents increased by
$12.3 million, and additional purchases, net of sales, of short-term and
long-term investments of $2.3 million at July 31, 2006. This overall increase is primarily due to cash proceeds from the
sale of our Online Images business segment of $8 million and cash proceeds from
the issuance of common stock upon the exercise of stock options of $5.7
million.

Our net use of cash
during the year ended July 31, 2005 was primarily due to cash used in
operations and payments related to idle facilities and capital
expenditures.

Our net change in
cash and cash equivalents was positive during the year ended July 31, 2004 as
the result of raising $14.5 million in net proceeds as a result of a private
placement issuance of shares of our common stock.  Excluding that financing
activity, net cash would have declined by $9.8 million.

The cash flow
discussion below describes the cash used or provided during one fiscal year as
compared to the cash used or provided in the same period for the previous fiscal
year.  As such, the year to year fluctuations discussed can be calculated
from the Consolidated Statements of Cash Flows.

Discontinued Operations

Cash flow from discontinued operations has been reported separately for operating, investing and financing activities  in the Consolidated Statements of Cash Flows.

The absence of cash flows from discontinued operations in our on-going operations is not expected to materially impact our future cash flow or liquidity due to the relatively modest amounts historically contributed by the discontinued operations.

Operating Activities

The increased cash
flow from continuing operating activities in fiscal 2006, as compared to fiscal
2005, was primarily due to our net income in fiscal 2006 as compared to a net
loss in fiscal 2005, net of non-cash expense, of $7.6 million, accrued
restructuring liabilities of $1.6 million, deferred revenue, net of the deferred
revenue related to the discontinued operations of our Online Images segment, of
$1.0 million and other assets of $0.3 million.  The increased cash flow
from net income, net of non-cash charges, other was primarily related to our net
income from continuing operations of $1.3 million in fiscal 2006 as compared to
a net loss from continuing operations of $5.6 million in fiscal 2005.  The
increased cash flow from accrued restructuring liabilities resulted from a lower
funding requirement in fiscal 2006 due to sub-lease proceeds, the increased cash
flow from deferred revenue proceeds was primarily a result of higher levels of
maintenance agreements in our Software segment, the increase in cash flow from
other assets was primarily the result of proceeds from a deposit received during
fiscal 2005.  The increase cash flow was offset in part by cash usages for
a decrease in accrued liabilities of $1.2 million, an increase in accounts
receivable of $0.9 million, an increase in inventories of $0.6 million and a
decrease in accounts payable of $0.2 million.  The decrease in accrued
liabilities was primarily related to payments for accrued expenses related to
compliance with the Sarbanes-Oxley Act of 2002.  The increased cash usage
related to accounts receivable was primarily the result of increased Software
sales in July 2006 compared to July 2005.  The increased cash usage related
to inventories was primarily the result of higher inventory levels in the fourth
quarter of fiscal 2006 compared to the fourth quarter of fiscal 2005.  The
higher inventory levels are a result of increased volume in our E-Commerce
segment and to a lesser extent purchases of long lead time inventory. 
Finally, the increased cash usage related to accounts payable was due to the
levels of accounts payable and the timing of payments to our vendors, primarily
suppliers for our E-Commerce business.

The decrease in cash
usage related to operating activities, net of non-cash expense, in fiscal 2005,
as compared to fiscal 2004, was primarily the result of a decrease in net loss,
net of non-cash expense, of $1.0 million, a decrease in accounts receivable of
$1.6 million, a decrease in inventories of $0.9 million, a decrease in cash
payments related to excess facilities of $1.0 million and an increase in accrued
liabilities and other of $2.2 million.

35



The increased cash inflow related to accounts receivable
was primarily the result of increased collections in fiscal 2005 compared to
fiscal 2004.  The increased cash inflow related to inventories was
primarily the result of decreased purchasing levels and increased sales levels
compared to fiscal 2004.  The increased cash inflow related to accrued
restructuring was due to decreased cash payments related to excess
facilities.  Cash payments related to excess facilities in fiscal 2005 were
$3.3 million compared to $4.3 million in fiscal 2004.  The decreased change
in restructuring liability for fiscal 2004 was due to a $0.7 million adjustment
recorded based on the change in events related to excess facilities in the third
quarter of fiscal 2004. The increased cash inflow related to accrued liabilities
and other was primarily related to the reversal of legal expenses in the first
quarter of fiscal 2004 of $1.2 million and increasing accounting accruals
related to the Companys Sarbanes-Oxley efforts in fiscal 2005 of $0.8
million.  The increase in cash inflow was offset by an increase in accounts
payable of $0.9 million as a result of the timing of payments and deferred
revenue of $0.6 million due to increased sales volume.

We expect that the
above cash utilization trends will continue as we grow our business and pay off
our remaining lease obligations related to excess facilities.

Investing Activities

Our investing
activities primarily include purchases of property and equipment and purchases
and sales of marketable securities.

The decrease in cash
usage related to investing activities in fiscal 2006, as compared to fiscal
2005, was primarily the result of a decrease in net purchases of marketable
securities of $0.6 million.  This decrease was partly offset by the fiscal
2005 reduction in restricted cash of $0.5 million resulting from a reduction in
our outstanding letter of credit.

The increase in cash
usage related to investing activities in fiscal 2005, as compared to the fiscal
2004, was primarily the result of an increase in net purchases of marketable
securities of $2.3 million, offset by a decrease in capital expenditures of $0.4
million and an increase in cash flow from restricted cash.  During fiscal
2005, we purchased (net) $2.8 million in short and long-term marketable
securities compared to a net purchase of $0.5 million in fiscal 2004.  The
decrease in cash usage related to capital expenditures was primarily related to
a significant purchase of servers associated with our Online Media segment in
the first quarter of 2004.  The increased cash inflow from restricted cash
was related to the release of restricted cash of $0.5 million in fiscal 2005
compared to an increase in restricted cash of $0.5 million in fiscal
2004.

Financing Activities

Our financing
activities have primarily included cash proceeds from the sale of our common
stock through employee benefit plans and private placement offerings, and
payments on notes payable.

The increase in net
cash provided by financing activities in fiscal 2006, as compared to fiscal
2005, was primarily due to an increase of $5.1 million in net proceeds from the
sale of common stock upon the exercise of stock options.

The decrease in cash
provided by financing activities in fiscal 2005, as compared to fiscal 2004, was
the result of a private placement issuance of shares of our common stock during
the second quarter of fiscal 2004 and a decline in the cash generated from the
issuance of common stock to our employees in fiscal 2005 as compared to fiscal
2004.  We are uncertain of the level of cash that will be generated in the
future from the issuance of common stock to our employees as the exercising of
options is dependant upon several factors such as the price of our common stock
and the number of employees participating in our stock option plans.

For the fiscal years
ended July 31, 2006, July 31, 2005 and July 31, 2004, respectively, exchange
rate changes had an immaterial effect on cash and cash equivalents.  We
expect that exchange rate changes will have an immaterial effect on cash and
cash equivalents in the near future due to our focus on U.S.-based
business.

As of July 31, 2006
and July 31, 2005, we had an outstanding letter of credit of approximately $1.0
million, related to the corporate facility lease.  The amount related to
this letter of credit is recorded in the Restricted cash section of
the consolidated balance sheet.  The outstanding letter of credit will
decline as the Company meets certain financial covenants.

Our liquidity and
capital requirements depend on numerous factors, including market acceptance of
our online and software products, the resources we devote to developing,
marketing, selling and supporting our online and software products, the timing
and expense associated with expanding our distribution channels, potential
acquisitions and other factors.

36



We expect to devote capital resources to
continue our research and development efforts, to invest in our sales, support,
marketing and product development organizations, to enhance and introduce
marketing programs, to invest in capital projects to continue to support our
operations and build out of our SourceForge.net Marketplace platform and related
support systems and infrastructure, and for other general corporate
activities.  We believe that our existing cash balances will be sufficient
to fund our operations through fiscal 2007 under our current business
strategy.

Contractual Obligations

The contractual
obligations presented in the table below represent our estimates of future
payments under fixed contractual obligations and commitments. Changes in our
business needs, cancellation provisions and other factors may result in actual
payments differing from the estimates. We cannot provide certainty regarding the
timing and amounts of payments. The following table summarizes our fixed
contractual obligations and commitments as of July 31, 2006 (in thousands):

|                                  |  | Fiscal   years ending July 31, |        |      |  
|--------------------------------- |  | ------------------------------ | ------ | ---- | -
|                                  |  |                                |        |      |  
|                                  |  | Total                          |        | 2007 |  
|                                  |  |                                |        |      |  
|Gross Operating Lease Obligations |  | $                              | 14,349 |      | $
|Sublease Income                   |  |                                | 4,131  |      |  
|                                  |  |                                |        |      |  
|Net Operating Lease   Obligations |  |                                | 10,218 |      |  
|Purchase Obligations              |  |                                | 3,167  |      |  
|                                  |  |                                |        |      |  
|Total Obligations                 |  | $                              | 13,385 |      | $
|                                  |  |                                |        |      |  

Sublease income
represents our expectations of payments to be received from our
subtenants.  As of July 31, 2006, all of our excess facilities are sublet
through the remainder of each facilitys lease term.

Financial
Risk Management

As a
primarily U.S.-centric company, we face limited exposure to adverse movements in
foreign currency exchange rates and we do not engage in hedging activity. 
We do not anticipate significant currency gains or losses in the near
term.  These exposures may change over time as business practices evolve
and could have a material adverse impact on our financial results.

We maintain
investment portfolio holdings of various issuers, types and maturities. These
securities are classified as available-for-sale, and consequently are recorded
on the consolidated balance sheet at fair value with unrealized gains and losses
reported as a separate component of accumulated other comprehensive income
(loss). These securities are not leveraged and are held for purposes other than
trading.

Recent
Accounting Pronouncements

In May 2005,
the FASB issued SFAS 154, Accounting Changes and Error Corrections 
a replacement of APB Opinion No. 20 and FASB Statement No. 3.  SFAS
154 replaces APB Opinion No. 20, Accounting Changes, and SFAS 3,
Reporting Accounting Changes in Interim Financial Statements and
changes the requirements for the accounting for and reporting of a change in
accounting principle.  This statement applies to all voluntary changes in
accounting principle.  It also applies to changes required by an accounting
pronouncement in the unusual instance that the pronouncement does not include
specific transition provisions.  When a pronouncement includes specific
transition provisions, those provisions should be followed. SFAS 154 is
effective for accounting changes and corrections of errors made in fiscal years
beginning after December 31, 2005.  We do not believe the adoption of SFAS
154 will have a material effect on our consolidated financial position, results
of operations or cash flows.

In November
2005, the FASB issued FASB Staff Position No. SFAS 115-1 and SFAS 124-1
(FSP SFAS 115-1 and 124-1), which addresses the determination as to
when an investment is considered impaired, whether that impairment is other than
temporary, and the measurement of an impairment loss. FSP SFAS 115-1 and 124-1
also includes accounting considerations subsequent to the recognition of an
other-than-temporary impairment and requires certain disclosures about
unrealized losses that have not been recognized as other-than-temporary
impairments. The guidance in FSP SFAS 115-1 and 124-1 amends FASB Statements No.
115, Accounting for Certain Investments in Debt and Equity
Securities, and No. 124, Accounting for Certain Investments Held by
Not-for-Profit Organizations, and APB Opinion No. 18, The Equity
Method of Accounting for Investments in Common Stock. The guidance in FSP
SFAS 115-1 and 124-1 shall be applied to the first reporting period beginning
after December 15, 2005. The adoption of FSP SFAS 115-1 and 124-1 has not had a
significant impact on our consolidated financial position, results of operations
and cash flows.

37



In February 2006,
the FASB issued FASB Staff Position (FSP) FAS 123R-4
Classification of Options and Similar Instruments Issued as Employee
Compensation That Allow for Cash Settlement upon the Occurrence of a Contingent
Event.  FSP FAS 123(R)-4 addresses the classification of options and
similar instruments issued as employee compensation that allow for cash
settlement upon the occurrence of a contingent event and amends paragraphs 32
and A229 of SFAS 123(R).  We are required to apply the guidance in FSP
FAS123(R)-4 in our quarterly period ending April 30, 2006.  The adoption of
FSP FAS123(R)-4 has not had a significant impact on our consolidated financial
position or results of operations.

In February 2006,
the FASB issued SFAS 155 Accounting for Certain Hybrid Financial
Instruments, an amendment of FASB Statements No. 133 and 140.  This
Statement amends FASB 133, Accounting for Derivative Instruments and
Hedging Activities, and SFAS 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities. 
SFAS 155 resolves issues addressed in Statement 133 Implementation Issue No. D1,
Application of Statement 133 to Beneficial Interests in Securitized Financial
Assets.  SFAS 155 permits fair value remeasurement for any hybrid financial
instrument that contains an embedded derivative that otherwise would require
bifurcation, clarifies which interest-only strips and principal-only strips are
not subject to the requirements of SFAS 133, establishes a requirement to
evaluate interests in securitized financial assets to identify interests that
are freestanding derivatives or that are hybrid financial instruments that
contain an embedded derivative requiring bifurcation, clarifies that
concentrations of credit risk in the form of subordination are not embedded
derivatives and amends SFAS 140 to eliminate the prohibition on a qualifying
special-purpose entity from holding a derivative financial instrument that
pertains to a beneficial interest other than another derivative financial
instrument.   SFAS 155 is effective for all financial instruments
acquired or issued after the beginning of our first fiscal year that begins
after September 15, 2006, with earlier adoption permitted.  We are
currently evaluating the impact of SFAS 155 on our consolidated financial
position, results of operations and cash flows.

In March 2006, the
FASB issued SFAS No. 156 (FAS 156), Accounting for Servicing
of Financial AssetsAn Amendment of FASB Statement No. 140. Among
other requirements, FAS 156 requires a company to recognize a servicing asset or
servicing liability when it undertakes an obligation to service a financial
asset by entering into a servicing contract under certain situations. Under FAS
156 an election can also be made for subsequent fair value measurement of
servicing assets and servicing liabilities by class, thus simplifying the
accounting and provide for income statement recognition of potential offsetting
changes in the fair value of servicing assets, servicing liabilities and related
derivative instruments.  The Statement will be effect beginning the first
fiscal year that begins after September 15, 2006. We do not expect the adoption
of FAS 156 will have a material impact on our financial position or results of
operations.

In July 2006, the
FASB issued Financial Interpretation No. 48, Accounting for
Uncertainty in Income Taxes-an interpretation of FASB Statement
No. 109 (FIN 48), which is a change in accounting for
income taxes. FIN 48 specifies how tax benefits for uncertain tax positions are
to be recognized, measured, and derecognized in financial statements; requires
certain disclosures of uncertain tax matters; specifies how reserves for
uncertain tax positions should be classified on the balance sheet; and provides
transition and interim period guidance, among other provisions. FIN 48 is
effective for fiscal years beginning after December 15, 2006. We do not
expect the adoption of FIN 48 will have a material impact on our financial
position or results of operations.

In September 2006,
the FASB issued SFAS No. 157 (FAS 157), Fair Value
Measurements. Among other requirements, FAS 157 defines fair value and
establishes a framework for measuring fair value and also expands disclosure
about the use of fair value to measure assets and liabilities. FAS 157 is
effective beginning the first fiscal year that begins after November 15, 2007.
We are currently evaluating the impact of FAS 157 on our financial position and
results of operations.

In
September 2006, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 108, Considering the Effects of Prior Year
Misstatements When Quantifying Misstatements in Current Year Financial
Statements (SAB 108), which provides interpretive guidance on
how the effects of the carryover or reversal of prior year misstatements should
be considered in quantifying a current year misstatement. The guidance is
applicable for fiscal years ending after November 15, 2006. We do not believe
SAB 108 will have a material impact on our consolidated financial
statements.

Item 7A.  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.  Some of the securities that we have
invested in may be subject to market risk.  This means that a change in
prevailing interest rates may cause the principal amount of the investment to
fluctuate.

38



For example, if we hold a security that was issued with a fixed interest rate at the
then-prevailing rate and the prevailing interest rate later rises, the principal
amount of our investment will probably decline.  To minimize this risk, we
maintain a portfolio of cash equivalents, short-term investments and long-term
investments in a variety of securities, including commercial paper, money market
funds and government and non-government debt securities.  In general, money
market funds are not subject to market risk because the interest paid on such
funds fluctuates with the prevailing interest rate.

The following table
presents the amounts of our cash equivalents, short-term investments and
long-term investments (in thousands) that are subject to market risk and
weighted-average interest rates, categorized by expected maturity dates, as of
July 31, 2006.  This table does not include money market funds because
those funds are not subject to market risk.

|(in thousands)                   |  | Maturing   within   three months |        | Maturing   within   three months   to one year |   | Maturing   greater   than one year |  
|-------------------------------- |  | -------------------------------- | ------ | ---------------------------------------------- | - | ---------------------------------- | -
|                                 |  |                                  |        |                                                |   |                                    |  
|As of July 31, 2006:             |  |                                  |        |                                                |   |                                    |  
|Cash equivalents                 |  | $                                | 11,979 |                                                |   |                                    |  
|Weighted-average   interest rate |  |                                  | 5.37   | %                                              |   |                                    |  
|Short-term investments           |  |                                  |        |                                                | $ | 37,138                             |  
|Weighted-average   interest rate |  |                                  |        |                                                |   | 5.17                               | %
|Long-term investments            |  |                                  |        |                                                |   |                                    |  
|Weighted-average   interest rate |  |                                  |        |                                                |   |                                    |  

We have operated
primarily in the United States, and virtually all sales have been made in U.S.
dollars.  Accordingly, we have not had any material exposure to foreign
currency rate fluctuations.

The estimated fair
value of our cash, cash equivalents and investments approximate carrying
value.  We do not currently hold any derivative instruments and do not
engage in hedging activities.

39



Item 8.  Consolidated Financial Statements and Supplementary Data

TABLE OF CONTENTS

|                                                                                     |  | Page
|------------------------------------------------------------------------------------ |  | ----
|                                                                                     |  |     
|Report of   Stonefield Josephson, Inc. Independent Registered Public Accounting Firm |  | 41  
|Report of BDO   Seidman, LLP Independent Registered Public Accounting Firm           |  | 42  
|Consolidated   Balance Sheets                                                        |  | 43  
|Consolidated   Statements of Operations and Other Comprehensive Income (Loss)        |  | 44  
|Consolidated   Statements of Stockholders Equity                                    |  | 46  
|Consolidated   Statements of Cash Flows                                              |  | 47  
|Notes to   Consolidated Financial Statements                                         |  | 48  
|Schedule II    Valuation and Qualifying Accounts                                    |  | 75  

All other schedules are omitted because they are not applicable, not required, or because the required information is included in the consolidated financial statements or notes thereto.

40



REPORT OF STONEFIELD JOSEPHSON, INC. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and Stockholders of VA Software Corporation:

We have audited the accompanying consolidated balance sheet of VA Software Corporation (the Company) as of July 31, 2006, and the related consolidated statements of operations and other comprehensive income (loss), stockholders equity, and cash flows for the year then ended.  We have also audited the financial statement schedule listed in the Index at Item 15(a) as of July 31, 2006 and for the year then ended.  These consolidated financial statements and schedule are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements and schedule based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and schedule are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and schedule. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and schedule. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of VA Software Corporation as of  July 31, 2006, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.

Also, in our opinion, the financial statement schedule as of July 31, 2006 and for the year then ended, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the VA Software Corporations internal control over financial reporting as of July 31, 2006, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated September 29, 2006 expressed unqualified opinions on managements assessment of the effectiveness of internal control over financial reporting and an unqualified opinion on the effectiveness of internal control over financial reporting.

/s/ Stonefield Josephson, Inc.

San Francisco, California September 29, 2006

41



REPORT OF BDO SEIDMAN, LLP INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and Stockholders of VA Software Corporation:

We have audited the accompanying consolidated balance sheet of VA Software Corporation (the Company) as of July 31, 2005, and the related consolidated statements of operations and other comprehensive income (loss), stockholders equity, and cash flows for each of the two years in the period ended July 31, 2005.  We have also audited the financial statement schedule listed in the Index at Item 15(a) as of and for each of the years ended July 31, 2005 and 2004.  These financial statements and schedule are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and schedule are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and schedule. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and schedule. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of VA Software Corporation at July 31, 2005, and the results of its operations and its cash flows for each of the two years in the period ended July 31, 2005, in conformity with accounting principles generally accepted in the United States.

Also, in our opinion, the financial statement schedule as of and for each of the years ended July 31, 2005 and 2004,  presents fairly in all material respects the information set forth therein.

/s/ BDO Seidman, LLP

San Jose, California October 31, 2005

42



VA SOFTWARE CORPORATION

CONSOLIDATED BALANCE SHEETS (In thousands, except per share information)

|                                                                                         |  | July 31,   2006 |          | July 31,   2005 |  
|---------------------------------------------------------------------------------------- |  | --------------- | -------- | --------------- | -
|                                                                                         |  |                 |          |                 |  
|ASSETS                                                                                   |  |                 |          |                 |  
|Current assets:                                                                          |  |                 |          |                 |  
|Cash and cash   equivalents                                                              |  | $               | 14,753   |                 | $
|Short-term investments                                                                   |  |                 | 37,138   |                 |  
|Accounts receivable,   net of allowance of $202 and $166, respectively                   |  |                 | 5,365    |                 |  
|Related party   receivables                                                              |  |                 | 33       |                 |  
|Inventories                                                                              |  |                 | 1,091    |                 |  
|Prepaid expenses and   other current assets                                              |  |                 | 1,026    |                 |  
|                                                                                         |  |                 |          |                 |  
|Total current assets                                                                     |  |                 | 59,406   |                 |  
|Property and equipment, net                                                              |  |                 | 627      |                 |  
|Long-term investments                                                                    |  |                 | 1,152    |                 |  
|Restricted cash, non current                                                             |  |                 | 1,000    |                 |  
|Other assets                                                                             |  |                 | 1,027    |                 |  
|                                                                                         |  |                 |          |                 |  
|Total assets                                                                             |  | $               | 63,212   |                 | $
|                                                                                         |  |                 |          |                 |  
|LIABILITIES   AND STOCKHOLDERS EQUITY                                                   |  |                 |          |                 |  
|Current liabilities:                                                                     |  |                 |          |                 |  
|Accounts payable                                                                         |  | $               | 1,172    |                 | $
|Accrued restructuring   liabilities, current portion                                     |  |                 | 1,592    |                 |  
|Deferred revenue   (including $129 and $47 related party deferred revenue, respectively) |  |                 | 2,320    |                 |  
|Accrued liabilities and   other                                                          |  |                 | 3,057    |                 |  
|                                                                                         |  |                 |          |                 |  
|Total current   liabilities                                                              |  |                 | 8,141    |                 |  
|Accrued restructuring liabilities, net of current   portion                              |  |                 | 4,515    |                 |  
|Other long-term liabilities                                                              |  |                 | 1,178    |                 |  
|                                                                                         |  |                 |          |                 |  
|Total liabilities                                                                        |  |                 | 13,834   |                 |  
|Commitments and contingencies (Note 4)                                                   |  |                 |          |                 |  
|Stockholders equity:                                                                    |  |                 |          |                 |  
|Common stock                                                                             |  |                 | 65       |                 |  
|Treasury stock                                                                           |  |                 | (4       | )               |  
|Additional paid-in   capital                                                             |  |                 | 790,437  |                 |  
|Accumulated other   comprehensive loss                                                   |  |                 | (25      | )               |  
|Accumulated deficit                                                                      |  |                 | (741,095 | )               |  
|                                                                                         |  |                 |          |                 |  
|Total stockholders   equity                                                             |  |                 | 49,378   |                 |  
|                                                                                         |  |                 |          |                 |  
|Total liabilities and   stockholders equity                                             |  | $               | 63,212   |                 | $
|                                                                                         |  |                 |          |                 |  

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

43



VA SOFTWARE CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME/(LOSS) (In thousands, except per share amounts)

|                                                                                          |  | Year Ended   July 31, |       
|----------------------------------------------------------------------------------------- |  | --------------------- | ------
|                                                                                          |  |                       |       
|                                                                                          |  | 2006                  |       
|                                                                                          |  |                       |       
|Net revenue:                                                                              |  |                       |       
|Online Media revenue,   including $64, $86 and $21 of related party revenue, respectively |  | $                     | 13,242
|E-commerce revenue                                                                        |  |                       | 20,416
|Software revenue,   including $526, $366 and $77 of related party revenue, respectively   |  |                       | 9,974 
|Other revenue                                                                             |  |                       |      
|                                                                                          |  |                       |       
|Total net revenue                                                                         |  |                       | 43,632
|                                                                                          |  |                       |       
|Cost of revenue:                                                                          |  |                       |       
|Online Media cost of   revenue                                                            |  |                       | 3,732 
|E-commerce cost of   revenue                                                              |  |                       | 15,605
|Software cost of   revenue                                                                |  |                       | 1,334 
|Other cost of revenue                                                                     |  |                       |      
|                                                                                          |  |                       |       
|Total cost of revenue                                                                     |  |                       | 20,671
|                                                                                          |  |                       |       
|Gross margin                                                                              |  |                       | 22,961
|                                                                                          |  |                       |       
|Operating expenses:                                                                       |  |                       |       
|Sales and marketing                                                                       |  |                       | 9,968 
|Research and   development                                                                |  |                       | 6,197 
|General and administrative                                                                |  |                       | 7,115 
|Impairment of long   lived assets                                                         |  |                       |      
|Restructuring costs and   other special charges                                           |  |                       |      
|Amortization of   deferred stock compensation                                             |  |                       |      
|Amortization of   intangible assets                                                       |  |                       | 4     
|                                                                                          |  |                       |       
|Total operating   expenses                                                                |  |                       | 23,284
|                                                                                          |  |                       |       
|Loss from operations                                                                      |  |                       | (323  
|Remeasurement of warrant liability                                                        |  |                       |      
|Interest income                                                                           |  |                       | 1,784 
|Interest expense                                                                          |  |                       | (10   
|Other income (expense), net                                                               |  |                       | (136  
|                                                                                          |  |                       |       
|Income (loss) from continuing operations                                                  |  |                       | 1,315 
|Discontinued operations:                                                                  |  |                       |       
|Income from operations,   net of taxes                                                    |  |                       | 330   
|Gain on sale, net of   taxes                                                              |  |                       | 9,317 
|                                                                                          |  |                       |       
|Income from discontinued operations                                                       |  |                       | 9,647 
|                                                                                          |  |                       |       
|Net income (loss)                                                                         |  | $                     | 10,962
|                                                                                          |  |                       |       

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

44



VA SOFTWARE CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME/(LOSS) (In thousands, except per share amounts)

|                                                                  |  | Year Ended   July 31, |       
|----------------------------------------------------------------- |  | --------------------- | ------
|                                                                  |  |                       |       
|                                                                  |  | 2006                  |       
|                                                                  |  |                       |       
|Net income (loss)                                                 |  | $                     | 10,962
|Other comprehensive income (loss):                                |  |                       |       
|Unrealized gain (loss)   on marketable securities and investments |  |                       | 104   
|Foreign currency   translation (loss) gain                        |  |                       | 102   
|                                                                  |  |                       |       
|Comprehensive income   (loss)                                     |  | $                     | 11,168
|                                                                  |  |                       |       
|Income (loss) per share from continuing operations:               |  |                       |       
|Basic                                                             |  | $                     | 0.02  
|                                                                  |  |                       |       
|Diluted                                                           |  | $                     | 0.02  
|                                                                  |  |                       |       
|Income per share from discontinued operations:                    |  |                       |       
|Basic                                                             |  | $                     | 0.16  
|                                                                  |  |                       |       
|Diluted                                                           |  | $                     | 0.15  
|                                                                  |  |                       |       
|Net income (loss) per share:                                      |  |                       |       
|Basic                                                             |  | $                     | 0.18  
|                                                                  |  |                       |       
|Diluted                                                           |  | $                     | 0.17  
|                                                                  |  |                       |       
|Shares used in per share calculations:                            |  |                       |       
|Basic                                                             |  |                       | 62,328
|                                                                  |  |                       |       
|Diluted                                                           |  |                       | 64,704
|                                                                  |  |                       |       

45



VA SOFTWARE CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (In thousands)

|                                                                                               |  | Common   Stock |        | Treasury   Stock |   | AdditionalPaid-in Capital |  | Deferred   Stock Compensation |    | Accumulated Other Comprehensive Income (Loss) |   | Accumulated   Deficit |   | Total   Stockholders Equity |    
|---------------------------------------------------------------------------------------------- |  | -------------- | ------ | ---------------- | - | ------------------------- |  | ----------------------------- | -- | --------------------------------------------- | - | --------------------- | - | ---------------------------- | ---
|                                                                                               |  |                |        |                  |   |                           |  |                               |   
|                                                                                               |  | Shares         |        | Amount           |   |                           |  |                               |    |                                               |  
|                                                                                               |  |                |        |                  |   |                           |  |                               |    |                                               |   |                       |   |                              |    
|BALANCE AT JULY 31, 2003                                                                       |  |                | 55,470 |                  | $ | 56                        |  | $                             | (4 | )                                             | $ | 766,765               |   | $                            | (20
|Issuance of common stock   for cash related to options                                         |  |                | 2,186  |                  |   | 2                         |  |                               |   |                                               |   | 3,402                 |   |                              |   
|Issuance of common stock   related to Private Placement, net of issuance costs                 |  |                | 3,529  |                  |   | 4                         |  |                               |   |                                               |   | 12,866                |   |                              |   
|Amortization of deferred stock   compensation                                                  |  |                |       |                  |   |                          |  |                               |   |                                               |   |                      |   |                              | 20 
|Acceleration of stock   options related to terminations                                        |  |                |       |                  |   |                          |  |                               |   |                                               |   | 213                   |   |                              |   
|Foreign currency   translation adjustment and unrealized gain or loss on marketable securities |  |                |       |                  |   |                          |  |                               |   |                                               |   |                      |   |                              |   
|Net loss                                                                                       |  |                |       |                  |   |                          |  |                               |   |                                               |   |                      |   |                              |   
|                                                                                               |  |                |        |                  |   |                           |  |                               |    |                                               |   |                       |   |                              |    
|BALANCE AT JULY 31, 2004                                                                       |  |                | 61,185 |                  |   | 62                        |  |                               | (4 | )                                             |   | 783,246               |   |                              |   
|Issuance of common stock   for cash related to options                                         |  |                | 474    |                  |   |                          |  |                               |   |                                               |   | 595                   |   |                              |   
|Issuance costs associated   with Private Placement                                             |  |                |       |                  |   |                          |  |                               |   |                                               |   | (14                   | ) |                              |   
|Acceleration of stock   options related to terminations                                        |  |                |       |                  |   |                          |  |                               |   |                                               |   | 68                    |   |                              |   
|Foreign currency   translation adjustment and unrealized gain or loss on marketable securities |  |                |       |                  |   |                          |  |                               |   |                                               |   |                      |   |                              |   
|Net loss                                                                                       |  |                |       |                  |   |                          |  |                               |   |                                               |   |                      |   |                              |   
|                                                                                               |  |                |        |                  |   |                           |  |                               |    |                                               |   |                       |   |                              |    
|BALANCE AT JULY 31, 2005                                                                       |  |                | 61,659 |                  |   | 62                        |  |                               | (4 | )                                             |   | 783,895               |   |                              |   
|Issuance of common stock   for cash related to options                                         |  |                | 2,848  |                  |   | 3                         |  |                               |   |                                               |   | 5,696                 |   |                              |   
|Share based payment expense                                                                    |  |                |       |                  |   |                          |  |                               |   |                                               |   | 740                   |   |                              |   
|Tax benefits associated   with exercise of stock options                                       |  |                |       |                  |   |                          |  |                               |   |                                               |   | 106                   |   |                              |   
|Foreign currency   translation adjustment and unrealized gain or loss on marketable securities |  |                |       |                  |   |                          |  |                               |   |                                               |   |                      |   |                              |   
|Net income                                                                                     |  |                |       |                  |   |                          |  |                               |   |                                               |   |                      |   |                              |   
|                                                                                               |  |                |        |                  |   |                           |  |                               |    |                                               |   |                       |   |                              |    
|BALANCE AT JULY 31, 2006                                                                       |  |                | 64,507 |                  | $ | 65                        |  | $                             | (4 | )                                             | $ | 790,437               |   | $                            |   
|                                                                                               |  |                |        |                  |   |                           |  |                               |    |                                               |   |                       |   |                              |    

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

46



VA SOFTWARE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)

|                                                                                                                               |  | Year Ended   July 31, |        
|------------------------------------------------------------------------------------------------------------------------------ |  | --------------------- | -------
|                                                                                                                               |  |                       |        
|                                                                                                                               |  | 2006                  |        
|                                                                                                                               |  |                       |        
|                                                                                                                               |  |                       |        
|Cash flows from operating activities from continuing   operations:                                                             |  |                       |        
|Income (loss)                                                                                                                  |  | $                     | 10,962 
|(Income) from discontinued operations                                                                                          |  |                       | (9,647 
|                                                                                                                               |  |                       |        
|Income (loss) from continuing operations                                                                                       |  | $                     | 1,315  
|Adjustments to   reconcile  income (loss) from continuing operations to net cash provided by (used) in   operating activities: |  |                       |        
|Depreciation and   amortization of intangibles                                                                                 |  |                       | 541    
|Remeasurement of   warrant liability                                                                                           |  |                       |       
|Stock-based   compensation expense                                                                                             |  |                       | 740    
|Tax benefit from   employee option plan                                                                                        |  |                       | 106    
|Amortization of   deferred stock compensation                                                                                  |  |                       |       
|Provision for bad debt                                                                                                         |  |                       | 124    
|Provision for excess   and obsolete inventory                                                                                  |  |                       | 58     
|Gain on sale of assets                                                                                                         |  |                       | 125    
|Non-cash restructuring   expense                                                                                               |  |                       |       
|Impairment of   long-lived assets                                                                                              |  |                       |       
|Changes in assets and   liabilities, net of disposition:                                                                       |  |                       |        
|Accounts receivable                                                                                                            |  |                       | (1,271 
|Inventories                                                                                                                    |  |                       | (399   
|Prepaid expenses and   other assets                                                                                            |  |                       | 68     
|Accounts payable                                                                                                               |  |                       | (364   
|Accrued restructuring   liabilities                                                                                            |  |                       | (1,749 
|Deferred revenue                                                                                                               |  |                       | 851    
|Accrued liabilities and   other                                                                                                |  |                       | 199    
|Other long-term   liabilities                                                                                                  |  |                       | (93    
|                                                                                                                               |  |                       |        
|Net cash provided by   (used in) operating activities from continuing operations                                               |  |                       | 251    
|                                                                                                                               |  |                       |        
|Cash flows from investing activities from continuing   operations:                                                             |  |                       |        
|Change in restricted   cash                                                                                                    |  |                       |       
|Purchase of property   and equipment                                                                                           |  |                       | (440   
|Sale of property and   equipment                                                                                               |  |                       |       
|Purchase of marketable   securities                                                                                            |  |                       | (55,307
|Sale of marketable   securities                                                                                                |  |                       | 53,040 
|Other, net                                                                                                                     |  |                       | (2     
|                                                                                                                               |  |                       |        
|Net cash used in   investing activities from continuing operations                                                             |  |                       | (2,709 
|                                                                                                                               |  |                       |        
|Cash flows from financing activities from continuing   operations:                                                             |  |                       |        
|Payments on notes   payable                                                                                                    |  |                       | (11    
|Proceeds from issuance   of common stock, net                                                                                  |  |                       | 5,699  
|                                                                                                                               |  |                       |        
|Net cash provided by   financing activities from continuing operations                                                         |  |                       | 5,688  
|                                                                                                                               |  |                       |        
|Effect of exchange rate changes on cash and cash   equivalents                                                                 |  |                       | (16    
|                                                                                                                               |  |                       |        
|Cash flows from discontinued operations:                                                                                       |  |                       |        
|Net cash provided by operating   activities                                                                                    |  |                       | 75     
|Net cash used in   investing activities                                                                                        |  |                       | (2     
|Proceeds from sale of   Online Images business, net                                                                            |  |                       | 8,968  
|                                                                                                                               |  |                       |        
|Net cash provided by   discontinued operations                                                                                 |  |                       | 9,041  
|                                                                                                                               |  |                       |        
|Net increase (decrease) in cash and cash equivalents                                                                           |  |                       | 12,255 
|                                                                                                                               |  |                       |        
|Cash and cash equivalents, beginning of year                                                                                   |  |                       | 2,498  
|                                                                                                                               |  |                       |        
|Cash and cash equivalents, end of year                                                                                         |  | $                     | 14,753 
|                                                                                                                               |  |                       |        

|                                                                                  
|----------------------------------------------------------------------------------
|(1)  Revised for discontinued operations.  See Note 11  Discontinued Operations.

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

47



VA SOFTWARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.     Organization and Operations of the Company:

Overview

VA Software Corporation (VA Software or the Company) was incorporated in California in January 1995 and reincorporated in Delaware in December 1999.  From the date of its incorporation through October 2001, the Company sold Linux-based hardware systems and services under the name VA Linux Systems, Inc.  On June 27, 2001, the Company announced its decision to exit its Linux-based hardware business.  Today, the Company does business under the name VA Software Corporation and it owns and operates OSTG, Inc. (OSTG) and its wholly-owned subsidiary, a network of Internet web sites offering advertising, retail and animation services and products and develops, markets and supports a software application known as SourceForge Enterprise Edition (SFEE).    The Companys fiscal year ends on July 31.

In December 2005, the Company completed the sale of its Online Images business to Jupitermedia Corporation and no longer has operations in this segment. The sale meets the criteria in Statement of Financial Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, to be presented as discontinued operations. Accordingly, all current and prior period financial information related to the Online Images business has been presented as discontinued operations in the accompanying consolidated financial statements. See Note 11  Discontinued Operations.

2.     Summary of Significant Accounting Policies:

Use of Estimates in Preparation of Consolidated Financial Statements

The preparation of consolidated financial statements in conformity with accounting principles generally accepted by the United States of America 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 such financial statements, as well as the reported amounts of revenue and expenses during the periods indicated.  Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made to the prior year consolidated financial statements to conform to the current year presentation. These reclassifications have no impact on previously reported net loss or cash flows.

Principles of Consolidation

These consolidated financial statements include the accounts of VA and its wholly-owned subsidiaries.  All significant intercompany accounts and transactions have been eliminated in consolidation.

Related Party Transactions

As of July 31, 2006, the Company owned approximately 14% in VA Linux Japan.  As the Company holds less than 20% of the voting stock of VA Linux Japan and does not otherwise exercise significant influence, VA Linux Japan has been accounted for under the cost method since fiscal 2003.  The operations of VA Linux Japan primarily relate to the Companys former systems and services business; however VA Linux Japan also acts as a reseller of the Companys SFEE application to customers in Japan and, pursuant to a license agreement with the Company, resyndicates certain OSTG web sites for the Japanese market.  There are $33,000 and $59,000 of related-party receivables and $129,000 and $47,000 of related-party deferred revenue associated with VA Linux Japan as of July 31, 2006 and 2005, respectively, that are included in trade receivables and deferred revenue in the accompanying
Consolidated Balance Sheets.  There are no related-party receivables and deferred revenue associated with VA Linux Japan as of July 31, 2004 that are included in trade receivables and deferred revenue in the accompanying Consolidated Balance Sheets.  There were $0.6 million, $0.5 million and $0.2 million related-party revenue associated with VA Linux Japan for the years ended July 31, 2006, July 31, 2005 and July 31, 2004, respectively.

48



Foreign Currency Translation

The functional currency of all the Companys foreign subsidiaries is the countrys local currency.  Operations related to all of the Companys wholly-owned foreign subsidiaries were discontinued in 2001 and were included in the fiscal 2001 restructuring plan.  At July 31, 2006, the only remaining foreign subsidiary is the Companys Belgium subsidiary.  No revenue was generated from these entities for any of the periods presented and the expenses were administrative in nature and were immaterial to the consolidated results of operations for all periods presented.  A minimal cash balance is maintained in this entity for legal purposes.  Remaining balance sheet accounts are translated into U.S. dollars at exchange rates prevailing at balance sheet dates.  Expenses are translated into U.S. dollars at average rates for the period.  Gains and losses
resulting from translation are charged or credited in other comprehensive income as a component of stockholders equity.  As of July 31, 2006 the Company did not hold any foreign currency derivative instruments.  The Company is in the process of formally liquidating its remaining wholly-owned foreign subsidiary.

Segment and Geographic Information

Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about Segments of an Enterprise and Related Information, establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders.  SFAS No. 131 also establishes standards for related disclosures about products and services and geographic areas.  Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker, or decision-making group, in making decisions how to allocate resources and assess performance. The Companys chief decision-making group, as defined under SFAS No. 131, are the Chief Executive Officer and the executive
team.  The Company currently operates as three reportable business segments:  Online Media, E-commerce and Software.

The Company markets its products in the United States through its direct sales force and its online web site. Revenue for each of the years ended July 31, 2006, July 31, 2005 and July 31, 2004 were primarily generated from sales to end users in the United States.

Cash, Cash Equivalents, Short-Term Investments and Long-Term Investments

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.  Cash and cash equivalents consist principally of cash deposited in money market and checking accounts.

The Company accounts for its investments under the provisions of SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. Investments in highly liquid financial instruments with remaining maturities greater than three months and maturities of less than one year are classified as short-term investments. Financial instruments with remaining maturities greater than one year are classified as long-term investments.  All investments are classified as available-for-sale and are reported at fair value with net unrealized gains (losses) reported, net of tax, using the specific identification method as other comprehensive gain/(loss) in stockholders equity. The cost of the investments was not significantly different than the fair value for the fiscal years presented. The fair value of the Companys available-for-sale securities are based on quoted market prices at

the balance sheet dates.

49



Cash, cash equivalents and investments consist of the following (in thousands) at market value:

|                                  |  | July 31,   2006 |        | July 31,   2005 |  
|--------------------------------- |  | --------------- | ------ | --------------- | -
|                                  |  |                 |        |                 |  
|Cash and cash equivalents:        |  |                 |        |                 |  
|Cash                              |  | $               | 2,774  |                 | $
|Money market funds                |  |                 | 2,615  |                 |  
|Corporate securities              |  |                 | 9,364  |                 |  
|                                  |  |                 |        |                 |  
|Total cash and cash   equivalents |  | $               | 14,753 |                 | $
|                                  |  |                 |        |                 |  
|Short-term investments:           |  |                 |        |                 |  
|Government securities             |  | $               | 23,483 |                 | $
|Corporate securities              |  |                 | 3,245  |                 |  
|Asset backed securities           |  |                 | 3,742  |                 |  
|Money market securities           |  |                 | 6,668  |                 |  
|                                  |  |                 |        |                 |  
|Total short-term   investments    |  | $               | 37,138 |                 | $
|                                  |  |                 |        |                 |  
|Long-term investments:            |  |                 |        |                 |  
|Asset backed securities           |  | $               |       |                 | $
|Government securities             |  |                 | 752    |                 |  
|Corporate securities              |  |                 | 400    |                 |  
|                                  |  |                 |        |                 |  
|Total long-term   investments     |  | $               | 1,152  |                 | $
|                                  |  |                 |        |                 |  

The contractual maturities of debt securities classified as available-for-sale at July 31, 2006 are as follows (in thousands):

|                                                    |  | July 31,   2006 |       
|--------------------------------------------------- |  | --------------- | ------
|                                                    |  |                 |       
|Maturing 90 days or less from purchase              |  | $               | 9,364 
|Maturing between 90 days and one year from purchase |  |                 | 28,368
|Maturing more than one year from purchase           |  |                 | 9,922 
|                                                    |  |                 |       
|Total available-for-sale debt securities            |  | $               | 47,654
|                                                    |  |                 |       

Restricted Cash

The Company has an outstanding letter of credit of $1.0 million at July 31, 2006 and 2005, which is used to collateralize its Fremont headquarters building lease.  The Company has a restricted cash balance with its bank to support this letter of credit.

Trade Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and are not interest bearing.  The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible trade receivables.  The Company also reviews its trade receivables by aging category to identify specific customers with known disputes or collectibility issues.  The Company exercises judgment when determining the adequacy of these reserves and evaluates historical bad debt trends, general economic conditions in the United States and internationally, and changes in customer financial conditions.

Inventories

Inventories related to the Companys E-commerce segment consist solely of finished goods that are valued using the average cost method.  Provisions, when required, are made to reduce excess and obsolete inventories to their estimated net realizable values.

50



Property and Equipment

Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the assets.  Leasehold improvements are amortized over the lesser of the estimated useful lives or the corresponding lease term.  Property and equipment consist of the following (in thousands):

|                                                                                  |  | July 31,   2006 |        | July 31,   2005 |  
|--------------------------------------------------------------------------------- |  | --------------- | ------ | --------------- | -
|                                                                                  |  |                 |        |                 |  
|Computer and office equipment (useful lives of 2   years)                         |  | $               | 4,188  |                 | $
|Furniture and fixtures (useful lives of 2 to 4   years)                           |  |                 | 495    |                 |  
|Leasehold improvements (useful lives of lesser of   estimated life or lease term) |  |                 | 281    |                 |  
|Software (useful lives of 2 to 5 years)                                           |  |                 | 2,057  |                 |  
|                                                                                  |  |                 |        |                 |  
|Total property and equipment                                                      |  |                 | 7,021  |                 |  
|Less: Accumulated depreciation and amortization                                   |  |                 | (6,394 | )               |  
|                                                                                  |  |                 |        |                 |  
|Property and equipment,   net                                                     |  | $               | 627    |                 | $
|                                                                                  |  |                 |        |                 |  

Depreciation expense for the years ended July 31, 2006, July 31, 2005, and July 31, 2004 was $0.5 million, $0.9 million, and $1.4 million, respectively.

Intangible Assets

Intangible assets are amortized on a straight-line basis over three to five years. Intangible asset amortization of $4,000, $12,000 and $12,000 million was recorded in fiscal 2006, 2005 and 2004, respectively. The intangible asset carrying value at July 31, 2006 is $4,000 and relates to domain and trade names associated with our current Online Media business.  This balance has been included in Other Assets in the Consolidated Balance Sheets.  The Company continually evaluates whether events or circumstances have occurred that indicate the remaining estimated useful lives of these intangible assets may not be recoverable.  No events or circumstances occurred during fiscal year 2006 that would indicate a possible impairment in the carrying value of intangible assets at July 31, 2006.

The changes in the carrying amount of the intangible assets are as follows (in thousands):

|                        |  | As of July   31, 2006     |       | As of July   31, 2005      |  
|----------------------- |  | ------------------------- | ----- | -------------------------- | -
|                        |  |                           |       |                            |  
|                        |  | Gross   Carrying   Amount |       | Accumulated   Amortization |  
|                        |  |                           |       |                            |  
|Domain and trade names  |  | $                         | 5,933 |                            | $
|Purchased technology    |  |                           | 2,534 |                            |  
|                        |  |                           |       |                            |  
|Total intangible assets |  | $                         | 8,467 |                            | $
|                        |  |                           |       |                            |  

Impairment of Long-Lived Assets

As of July 31, 2006, the Company held an investment of approximately 14% in VA Linux Systems Japan, K.K. (VA Linux Japan).  The Company continually evaluates whether events or circumstances have occurred that indicate the remaining value of the investment may be impaired.  There is no quoted price for this investment; accordingly, fair value was estimated by management based on the estimated fair value of the underlying net assets.  This investment is reported under our Software segment.  Based on the valuation performed during the year ended July 31, 2006, there is no impairment of this asset. On July 31, 2005, an impairment loss of $0.1 million was included in Impairment of long-lived assets in the Consolidated Statements of Operations and Other Comprehensive Income/(Loss).  As of July 31, 2006 and 2005, the Company had an investment balance of $0.4

million in VA Linux Japan.  This balance has been included in Other Assets in the Consolidated Balance Sheets.

51



Revenue Recognition

Online Media Revenue

Online media revenue is primarily derived from cash sales of advertising space on the Companys various web sites, as well as sponsorship and royalty related arrangements associated with advertising on these web sites.  The Company recognizes Online Media revenue over the period in which the advertisements are displayed, provided that persuasive evidence of an arrangement exists, no significant obligations remain, the fee is fixed or determinable, and collection of the receivable is reasonably assured.  The Companys obligations typically include guarantees of a minimum number of impressions (times that an advertisement is viewed by users of our online services).  To the extent that minimum guaranteed impressions are not met in the specified time frame, the Company does not recognize the corresponding revenue until the guaranteed impressions are delivered.  The
Company did not have any significant barter transactions for the fiscal years ended July 31, 2006 and July 31, 2005.  Prior to July 31, 2004, the Company derived a portion of its revenue from barter sales.  Barter revenue transactions were recorded at their estimated fair value based on the Companys historical experience of selling similar advertising for cash in accordance with Emerging Issues Task Force (EITF) Issue 99-17, Accounting for Advertising Barter Transactions.  The Company broadcasted banner advertising in exchange for similar banner advertising on third-party web sites. The Companys barter arrangements were documented with its standard customer insertion order (and accompanying terms and conditions) or, in certain limited instances, via an alternative written contract negotiated between the parties. The standard terms and conditions include, but are not limited to, the web sites for each company that will display
the impressions, the time frame that the impressions will be displayed, and the number, type and size of impressions to be delivered.  Barter revenue transactions totaled $1.4 million for the fiscal year ended July 31, 2004.

E-commerce Revenue

E-commerce revenue is derived from the online sale of consumer goods.  The Company recognizes E-commerce revenue from the sale of consumer goods in accordance with SEC Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition.  Under SAB 104, product revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the sale price is fixed or determinable, and collectibility is reasonably assured.  In general, the Company recognizes E-commerce revenue upon the shipment of goods. The Company does grant customers a right to return E-commerce products.  Such returns are recorded as incurred and have been immaterial for the periods presented.

Software Revenue

Software revenue is derived from fees for licenses of the Companys SFEE software products, maintenance, consulting and training.  The Company recognizes all software revenue using the residual method in accordance with Statement of Position (SOP) 97-2, Software Revenue Recognition, as amended by SOP 98-9, Modification of SOP 97-2, Software Revenue Recognition with Respect to Certain Transactions and Emerging Issues Task Force 00-21 Revenue Arrangements with Multiple Deliverables.  Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is recognized as revenue.  If evidence of the vendor specific fair value of one or more undelivered elements does not exist, revenue is deferred and recognized when delivery of those elements occurs or when fair value can be
established. Company-specific objective evidence of fair value of maintenance and other services is based on our customary pricing for such maintenance and/or services when sold separately. At the outset of the arrangement with the customer, the Company defers revenue for the fair value of its undelivered elements (e.g., maintenance, consulting and training) and recognizes revenue for the remainder of the arrangement fee attributable to the elements initially delivered in the arrangement (i.e., software product) when the basic criteria in SOP 97-2 have been met. If such evidence of fair value for each undelivered element of the arrangement does not exist, the Company defers all revenue from the arrangement until such time that evidence of fair value does exist or until all elements of the arrangement are delivered.

Under SOP 97-2, revenue attributable to an element in a customer arrangement is recognized when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the fee is fixed or determinable, (iv) collectibility is probable and (v) the arrangement does not require services that are essential to the functionality of the software.

Persuasive evidence of an arrangement exists.    The Company determines that persuasive evidence of an arrangement exists with respect to a customer when the Company has a written contract, which is signed by both the Company and the customer, or a purchase order from the customer when the customer has previously executed a standard license arrangement with the Company. The Company does not offer product return rights.

52



Delivery has occurred.    The Companys software may be either physically or electronically delivered to the customer. The Company determines that delivery has occurred upon shipment of the software pursuant to the billing terms of the agreement or when the software is made available to the customer through electronic delivery.

The fee is fixed or determinable.    If at the outset of the customer engagement the Company determines that the fee is not fixed or determinable, the Company recognizes revenue when the fee becomes due and payable. Fees due under a contract are generally deemed not to be fixed or determinable if a significant portion of the fee is beyond the Companys normal payment terms, which are generally no greater than 120 days from the date of invoice.

Collectibility is probable.    The Company determines whether collectibility is probable on a case-by-case basis. When assessing probability of collection, the Company considers the number of years in business, history of collection, and product acceptance for each customer. The Company typically sells to customers, for whom there is a history of successful collection. New customers are subject to a credit review process, which evaluates the customers financial position and ultimately such customers ability to pay. If the Company determines from the outset that collectibility is not probable based upon its review process, revenue is recognized as payments are received.

The Company allocates revenue on software arrangements involving multiple elements to each element based on the relative fair value of each element.  The Companys determination of fair value of each element in multiple-element arrangements is based on vendor-specific objective evidence (VSOE). The Company aligns its assessment of VSOE for each element to the price charged when the same element is sold separately. The Company has analyzed all of the elements included in its multiple-element arrangements and determined that it has sufficient VSOE to allocate revenue to the maintenance, support and professional services components of its perpetual license arrangements. The Company sells its professional services separately, and has established VSOE for professional services on that basis. VSOE for maintenance and support is determined based upon the customers annual
renewal rates for these elements. Accordingly, assuming all other revenue recognition criteria are met, the Company recognizes revenue from perpetual licenses upon delivery using the residual method in accordance with SOP 98-9.

Maintenance agreements are typically priced based on a percentage of the product license fee and have a one-year term, renewable annually. Services provided to customers under maintenance agreements include technical product support and unspecified product upgrades. Deferred revenue from advanced payments for maintenance agreements are recognized ratably over the term of the agreement, which is typically one year.

Services revenue consists of professional services and maintenance fees. In general, the Companys professional services, which are comprised of software installation and integration, business process consulting and training, are not essential to the functionality of the software. The Companys software products are fully functional upon delivery and implementation and do not require any significant modification or alteration of products for customer use. Customers purchase these professional services to facilitate the adoption of the Companys technology and dedicate personnel to participate in the services being performed, but they may also decide to use their own resources or appoint other professional service organizations to provide these services. Software products are billed separately from professional services, which are generally billed on a time-and-materials basis. The Company
recognizes revenue from professional services as services are performed.

Other Revenue

The Companys revenue recognition policy related to its former hardware systems business followed SEC SAB No. 104, Revenue Recognition in Financial Statements. Under SAB No. 104, the Company recognized product revenue from the sale of Linux-based servers, components, and desktop computers when persuasive evidence of an arrangement existed, delivery occurred, the sales price was fixed or determinable and collectibility was reasonably assured.  In general, the Company recognized product revenue upon shipment of the goods.  The Company did not grant customers any rights to return these products.

The Company recognized revenue from hardware related customer support services, including on-site maintenance and technical support on a pro-rata basis over the term of the related service agreement.  The Company recognized revenue from hardware related professional service contracts upon completion of the project, or using the percentage of completion method of the project where project costs could be reasonably estimated.  The Company recorded any payments received prior to revenue recognition as deferred revenue.

53



Advertising Expenses

The Company expenses advertising costs as incurred.  Total advertising expenses for continuing operations were $0.8 million, $0.8 million and $2.0 million for fiscal years ending July 31, 2006, July 31, 2005 and July 31, 2004, respectively.

Stock-Based Compensation

The Company adopted SFAS 123(R) Share-Based Payment, a revision of SFAS 123, Accounting for Stock-Based Compensation and a supersession of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance on August 1, 2005. SFAS 123(R) establishes standards for the accounting for transactions where an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entitys equity instruments. The principal focus of SFAS 123(R) however, is the accounting for transactions in which an entity obtains employee services in share-based payment transactions, and where the measurement of the cost of employee services received in exchange for an award of
equity instruments is based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee is required to provide service in exchange for the award, the requisite service period, and, unless observable market prices for the same or similar instruments are available, will be estimated using option-pricing models adjusted for the unique characteristics of the instruments. If an equity award is modified after the grant date, incremental compensation cost will be recognized in an amount equal to the excess of the fair value of the modified award over the fair value of the original award immediately before the modification. During the year ended July 31, 2006, the Company recognized $740,000 in compensation expense related to options granted to employees and directors.

The Company adopted SFAS 123(R) using the modified prospective transition method, which requires the application of the accounting standard as of August 1, 2005, the first day of the Companys 2006 fiscal year. The Companys Consolidated Financial Statements as of and for the year ended July 31, 2006 reflect the impact of SFAS 123(R). In accordance with the modified prospective transition method, the Companys Consolidated Financial Statements for prior periods have not been restated to reflect, and do not include, the impact of SFAS 123(R).

Software Development Costs

In accordance with SFAS No. 86, Accounting for the Cost of Computer Software to be Sold, Leased, or Otherwise Marketed, development costs incurred in the research and development of new software products are expensed as incurred until technological feasibility in the form of a working model has been established at which time such costs are capitalized, subject to a net realizable value evaluation.  Technological feasibility is established upon the completion of an integrated working model.  To date, the Companys software development has been completed concurrent with the establishment of technological feasibility and, accordingly, all software development costs have been charged to research and development expense in the accompanying consolidated statements of operations.

In accordance with SOP 98-1 Accounting for the Cost of Computer Software Developed or Obtained for Internal Use, costs incurred related to internal use software are capitalized and amortized over their useful lives.

Computation of Per Share Amounts

In accordance with SFAS No. 128 Earnings Per Share, basic net loss per common share has been calculated using the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase.  For the fiscal years ended July 31, 2005 and, July 31, 2004, the Company has excluded all stock options and warrants from the calculation of diluted net loss per common share because all such securities are antidilutive for those periods.

54



The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data):

|                                                    |  | Year Ended   July 31, |       
|--------------------------------------------------- |  | --------------------- | ------
|                                                    |  |                       |       
|                                                    |  | 2006                  |       
|                                                    |  |                       |       
|Income (loss) from continuing operations            |  | $                     | 1,315 
|Income from discontinued operations                 |  |                       | 9,647 
|                                                    |  |                       |       
|Net income (loss)                                   |  | $                     | 10,962
|                                                    |  |                       |       
|Weighted average shares - basic                     |  |                       | 62,328
|Effect of dilutive potential common shares          |  |                       | 2,376 
|                                                    |  |                       |       
|Weighted average shares - diluted                   |  |                       | 64,704
|                                                    |  |                       |       
|Income (loss) per share from continuing operations: |  |                       |       
|Basic                                               |  | $                     | 0.02  
|                                                    |  |                       |       
|Diluted                                             |  | $                     | 0.02  
|                                                    |  |                       |       
|Income per share from discontinued operations:      |  |                       |       
|Basic                                               |  | $                     | 0.16  
|                                                    |  |                       |       
|Diluted                                             |  | $                     | 0.15  
|                                                    |  |                       |       
|Net income (loss) per share:                        |  |                       |       
|Basic                                               |  | $                     | 0.18  
|                                                    |  |                       |       
|Diluted                                             |  | $                     | 0.17  
|                                                    |  |                       |       

The following potential common shares have been excluded from the calculation of diluted net loss per share for all periods presented because they are anti-dilutive (in thousands):

|                                   |  | Year Ended   July 31, |      
|---------------------------------- |  | --------------------- | -----
|                                   |  |                       |      
|                                   |  | 2006                  |      
|                                   |  |                       |      
|Anti-dilutive securities:          |  |                       |      
|Options to purchase   common stock |  |                       | 3,917
|Warrants                           |  |                       | 731  
|                                   |  |                       |      
|Total                              |  |                       | 4,648
|                                   |  |                       |      

Comprehensive Loss

Comprehensive loss is comprised of net loss and other non-owner changes in stockholders equity, including foreign currency translation gains or loss and unrealized gains or losses on available-for sale marketable securities.

Income Taxes

The Company accounts for income taxes using the liability method in accordance with SFAS No. 109, Accounting for Income Taxes.  Due to the Companys loss position in fiscal years 2005 and 2004, there was no provision for income taxes in these years.  Deferred tax assets are recognized for anticipated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and their respective tax bases.  A valuation allowance has been recorded for the total deferred tax assets as management believes it is more likely than not that these assets will not be realized as a result of uncertainties regarding realization of the assets based on the Companys limited history of profitability and the uncertainty of future profitability.

55



Recent Accounting Pronouncements

In May 2005, the FASB issued SFAS 154, Accounting Changes and Error Corrections  a replacement of APB Opinion No. 20 and FASB Statement No. 3.  SFAS 154 replaces APB Opinion No. 20, Accounting Changes, and SFAS 3, Reporting Accounting Changes in Interim Financial Statements and changes the requirements for the accounting for and reporting of a change in accounting principle.  This statement applies to all voluntary changes in accounting principle.  It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions.  When a pronouncement includes specific transition provisions, those provisions should be followed. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 31, 2005.  The
Company does not believe the adoption of SFAS 154 will have a material effect on its consolidated financial position, results of operations or cash flows.

In November 2005, the FASB issued FASB Staff Position No. SFAS 115-1 and SFAS 124-1 (FSP SFAS 115-1 and 124-1), which addresses the determination as to when an investment is considered impaired, whether that impairment is other than temporary, and the measurement of an impairment loss. FSP SFAS 115-1 and 124-1 also includes accounting considerations subsequent to the recognition of an other-than-temporary impairment and requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. The guidance in FSP SFAS 115-1 and 124-1 amends FASB Statements No. 115, Accounting for Certain Investments in Debt and Equity Securities, and No. 124, Accounting for Certain Investments Held by Not-for-Profit Organizations, and APB Opinion No. 18, The Equity Method of Accounting for Investments in Common Stock. The guidance

in FSP SFAS 115-1 and 124-1 shall be applied to the first reporting period beginning after December 15, 2005. The adoption of FSP SFAS 115-1 and 124-1 has not had a significant impact on the Companys consolidated financial position, results of operations and cash flows.

In February 2006, the FASB issued FASB Staff Position (FSP) FAS 123R-4 Classification of Options and Similar Instruments Issued as Employee Compensation That Allow for Cash Settlement upon the Occurrence of a Contingent Event.  FSP FAS 123(R)-4 addresses the classification of options and similar instruments issued as employee compensation that allow for cash settlement upon the occurrence of a contingent event and amends paragraphs 32 and A229 of SFAS 123(R).  The Company is required to apply the guidance in FSP FAS123(R)-4 in the quarterly period ending April 30, 2006.  The adoption of FSP FAS123(R)-4 has not had a significant impact on the Companys consolidated financial position or results of operations.

In February 2006, the FASB issued SFAS 155 Accounting for Certain Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and 140.  This Statement amends FASB 133, Accounting for Derivative Instruments and Hedging Activities, and SFAS 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.  SFAS 155 resolves issues addressed in Statement 133 Implementation Issue No. D1, Application of Statement 133 to Beneficial Interests in Securitized Financial Assets.  SFAS 155 permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS 133, establishes a requirement to evaluate interests in securitized financial assets
to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives and amends SFAS 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument.   SFAS 155 is effective for all financial instruments acquired or issued after the beginning of the Companys first fiscal year that begins after September 15, 2006, with earlier adoption permitted.  The Company is currently evaluating the impact of SFAS 155 on its consolidated financial position, results of operations and cash flows.

In March 2006, the FASB issued SFAS No. 156 (FAS 156), Accounting for Servicing of Financial AssetsAn Amendment of FASB Statement No. 140. Among other requirements, FAS 156 requires a company to recognize a servicing asset or servicing liability when it undertakes an obligation to service a financial asset by entering into a servicing contract under certain situations. Under FAS 156 an election can also be made for subsequent fair value measurement of servicing assets and servicing liabilities by class, thus simplifying the accounting and provide for income statement recognition of potential offsetting changes in the fair value of servicing assets, servicing liabilities and related derivative instruments. FAS 156 is effective for fiscal years beginning after September 15, 2006. The Company does not expect the adoption of FAS 156 will have a material impact on its financial

position or results of operations.

In July 2006, the FASB issued Financial Interpretation No. 48, Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109 (FIN 48), which is a change in accounting for income taxes. FIN 48 specifies how tax benefits for uncertain tax positions are to be recognized, measured, and derecognized in financial statements; requires certain disclosures of uncertain tax matters; specifies how reserves for uncertain tax positions should be classified on the balance sheet; and provides transition and interim period guidance, among other provisions. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company does not expect the adoption of FIN 48 will have a material impact on its financial position or results of operations.

56



In September 2006, the FASB issued SFAS No. 157 (FAS 157), Fair Value Measurements. Among other requirements, FAS 157 defines fair value and establishes a framework for measuring fair value and also expands disclosure about the use of fair value to measure assets and liabilities. FAS 157 is effective beginning the first fiscal year that begins after November 15, 2007. The Company is currently evaluating the impact of FAS 157 on its financial position and results of operations.

In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements (SAB 108), which provides interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement. The guidance is applicable for fiscal years ending after November 15, 2006.  The Company does not believe SAB 108 will have a material impact on its consolidated financial statements.

Supplier Concentration

No supplier concentration exists in the Companys Software, Online Media, E-commerce and Online Images businesses.

Concentrations of Credit Risk and Significant Customers

The Companys investments are held with two reputable financial institutions; both institutions are headquartered in the United States.  The Companys investment policy limits the amount of risk exposure.  Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash trade receivables. The Company provides credit, in the normal course of business, to a number of companies and performs ongoing credit evaluations of its customers. The credit risk in the Companys trade receivables is substantially mitigated by its credit evaluation process and reasonably short collection terms.  The Company maintains reserves for potential credit losses and such losses have been within managements expectations.  As of July 31, 2006 one customer accounted for 16.6% of gross accounts receivables.  As of July 31, 2005, no
gross accounts receivable were concentrated with any one customer.

For the fiscal years ended July 31, 2006, July 31, 2005 and July 31, 2004 no one customer represented more than 10% of net revenue.  Going forward, the company does not anticipate that any one customer will represent more than 10% of net revenue.

3.       Restructuring Costs and Other Special Charges

In fiscal 2001 and 2002, the Company adopted plans to exit its hardware systems and hardware-related software engineering and professional services businesses, as well as exit a sublease agreement and to reduce its general and administrative overhead costs.  The Company exited these activities to pursue its current Online Media, E-commerce and Software businesses and reduce its operating losses to improve cash flow.  The Company recorded restructuring charges of $168.5 million related to exiting these activities, including charges related to excess facilities from non-cancelable leases.  During the third quarter of fiscal 2004, the Company relocated its Fremont, California headquarters to a smaller building in the same complex.  As a result of the change in circumstances, original accruals were reevaluated and accordingly a restructuring adjustment of $2.9 million was recorded. 
Included in the $2.9 million dollar restructuring adjustment was $2.5 million of expense related to writing off leasehold improvements and fixed assets and an additional $0.4 million expense related to excess facilities from non-cancelable leases.  In addition, during the third quarter of fiscal 2004, the Company reached an agreement in principle to sublet unoccupied portions of properties that it leased in Sunnyvale, California and Fremont, California, which was finalized in fiscal 2004.  As a result of the change in circumstances due to the agreement in principle, original accruals were reevaluated and accordingly a restructuring adjustment of $0.3 million was recorded in the fiscal 2004.  The $3.2 million total adjustment to restructuring expenses in fiscal 2004 was recorded in the consolidated statement of operations for that period.  In the second quarter of fiscal 2005, a minor credit adjustment of $0.1 million was recorded to accurately reflect the current common area
maintenance fees associated with the Fremont facilities.  The remaining accrual from non-cancelable lease payments, which continue through 2010, is based on current circumstances.  These accruals are subject to change should actual circumstances change.  The Company will continue to evaluate and update, if applicable, these accruals quarterly.   As of July 31, 2006, the Company had an accrual of approximately $6.1 million outstanding related to these non-cancelable leases, all of which was originally included in operating expenses.

All charges as a result of restructuring activities have been recorded in accordance with EITF 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs incurred in a Restructuring).  Restructuring charges recorded in fiscal 2004 were considered adjustments to the original restructuring plans, therefore, SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, was not applicable.

57



Below is a summary of the restructuring charges in operating expenses (in thousands):

|                                                                          |  | Year ended July 31, |  
|------------------------------------------------------------------------- |  | ------------------- | -
|                                                                          |  |                     |  
|                                                                          |  | 2006                |  
|                                                                          |  |                     |  
|Cash provision:                                                           |  |                     |  
|Facilities charges                                                        |  | $                   | 
|Non-cash:                                                                 |  |                     |  
|Write-off of other   special charges relating to restructuring activities |  |                     | 
|                                                                          |  |                     |  
|                                                                          |  | $                   | 
|                                                                          |  |                     |  

Below is a summary of the changes to the restructuring liability (in thousands):

Changes in the total accrued restructuring  liability

|                    |  | Balance at   Beginning of   Period |        | Charged to   Costs and   Expenses |   | Deductions |   | Balance at End of   Period |       
|------------------- |  | ---------------------------------- | ------ | --------------------------------- | - | ---------- | - | -------------------------- | ------
|                    |  |                                    |        |                                   |   |            |   |                            |       
|For the year ended: |  |                                    |        |                                   |   |            |   |                            |       
|July 31, 2004       |  | $                                  | 14,889 |                                   | $ | 713        |   | $                          | (4,319
|July 31, 2005       |  | $                                  | 11,283 |                                   | $ | (101       | ) | $                          | (3,327
|July 31, 2006       |  | $                                  | 7,855  |                                   | $ |           |   | $                          | (1,748

Components of the total accrued restructuring liability

|                    |  | Short Term |       | Long Term |   | Total Liability | 
|------------------- |  | ---------- | ----- | --------- | - | --------------- | 
|                    |  |            |       |           |   |                 | 
|As of July 31, 2004 |  | $          | 3,440 |           | $ | 7,843           | 
|As of July 31, 2005 |  | $          | 1,748 |           | $ | 6,107           | 
|As of July 31, 2006 |  | $          | 1,592 |           | $ | 4,515           | 

The Companys restructuring liability is comprised of non-cancelable operating lease payments of $1.6 million, $1.6 million, $1.6 million and $1.3 million for the years ended July 31, 2007, July 31, 2008, July 31, 2009 and July 31, 2010, respectively.

4.       Commitments and Contingencies

The Company leases its facilities under operating leases that expire at various dates through fiscal year 2010.  Future minimum lease payments under non-cancelable operating leases, net of sublease income, as of July 31, 2006 are as follows (in thousands):

|                                |  | Gross   Operating   Leases |        | Sublease   Income |   | Net   Operating   Leases | 
|------------------------------- |  | -------------------------- | ------ | ----------------- | - | ------------------------ | 
|                                |  |                            |        |                   |   |                          | 
|2007                            |  | $                          | 3,621  |                   | $ | 1,033                    | 
|2008                            |  |                            | 3,717  |                   |   | 1,064                    | 
|2009                            |  |                            | 3,822  |                   |   | 1,096                    | 
|2010                            |  |                            | 3,189  |                   |   | 938                      | 
|                                |  |                            |        |                   |   |                          | 
|Total minimum lease obligations |  | $                          | 14,349 |                   | $ | 4,131                    | 
|                                |  |                            |        |                   |   |                          | 

At July 31, 2006, the Companys restructuring liability included net operating lease payments of $1.6 million, $1.6 million, $1.6 million and $1.3 million for the years ended July 31, 2007, July 31, 2008, July 31, 2009 and July 31, 2010, respectively.

58



Gross rent expense for the years ended July 31, 2006, July 31, 2005 and July 31, 2004 was approximately $2.6 million, $2.8 million and $3.0 million, respectively.  This rent expense was offset by sublease income of $1.6 million, $1.8 million and $1.1 million for the years ended July 31, 2006, July 31, 2005 and July 31, 2004, respectively.  In addition, rent expense of $0.7 million was recorded as a result of idle facilities charges for the year ended July 31, 2004.  No rent expense as a result of idle facilities charges was recorded for the years ended July 31, 2006 and July 31, 2005.  The idle facilities charges for the year ended July 31, 2004 has been recorded as restructuring costs and other special charges in the consolidated statements of operations.

5.       Litigation

The Company, two of its former officers (the Former Officers), and the lead underwriter in its initial public offering (IPO) were named as defendants in a consolidated shareholder lawsuit in the United States District Court for the Southern District of New York, captioned In re VA Software Corp. Initial Public Offering Securities Litigation, 01-CV-0242.  This is one of a number of actions coordinated for pretrial purposes as In re Initial Public Offering Securities Litigation, 21 MC 92 with the first action filed on January 12, 2001.  Plaintiffs in the coordinated proceeding are bringing claims under the federal securities laws against numerous underwriters, companies, and individuals, alleging generally that defendant underwriters engaged in improper and undisclosed activities concerning the allocation of shares in the IPOs of more than 300 companies during

late 1998 through 2000.  Among other things, the plaintiffs allege that the underwriters customers had to pay excessive brokerage commissions and purchase additional shares of stock in the aftermarket in order to receive favorable allocations of shares in an IPO. The consolidated amended complaint in the Companys case seeks unspecified damages on behalf of a purported class of purchasers of its common stock between December 9, 1999 and December 6, 2000.  Pursuant to a tolling agreement, the individual defendants were dismissed without prejudice.  On February 19, 2003, the court denied the Companys motion to dismiss the claims against it.  The litigation is now in discovery.  In June 2004, a stipulation of settlement and release of claims against the issuer defendants, including the Company, was submitted to the court for approval.  The terms of the settlement if approved, would dismiss and release all claims against the participating defendants
(including the Company).  In exchange for this dismissal, D&O insurance carriers would agree to guarantee a recovery by the plaintiffs from the underwriter defendants of at least $1 billion, and the issuer defendants would agree to an assignment or surrender to the plaintiffs of certain claims the issuer defendants may have against the underwriters.  On August 31, 2005, the court confirmed preliminary approval of the settlement.  The proposed settlement remains subject to a number of conditions, including receipt of final approval of the court.  If the settlement does not occur, and litigation against the Company continues, the Company believes it has meritorious defenses and intends to defend the case vigorously.

On Nov 9, 2001, a former employee of the Company, who had worked as a sales person in the Companys former hardware business, filed a complaint captioned Okerman v. VA Linux Systems, Inc. & Larry Augustin, Civil No. 01-01825 (Norfolk Superior Court), in the Commonwealth of Massachusetts.  As amended, the complaint alleges that changes made to certain commission and bonus plans during the plaintiffs tenure at the Company entitled him to recover damages for Breach of Contract, Breach of the Implied Covenant of Good Faith and Fair Dealing, violation of the Massachusetts Wage Act Statute, Promissory Estoppel, and Quantum Meruit.  On June 25, 2002, the Court dismissed the Massachusetts Wage Act claim brought against the Companys former chief executive officer.  On July 26, 2002, dismissal of the Wage Act claim in favor of the Companys former chief executive
officer was upheld on interlocutory appeal.  On July 9, 2003, the Court granted summary judgment in the Companys favor regarding claims for Breach of Contract, Promissory Estoppel, and Quantum Meruit, and granted judgment on the pleadings in favor of the Company regarding the Massachusetts Wage Act claim.  On September 24, 2004, following a jury trial on the sole remaining claim for Breach of the Covenant of Good Faith and Fair Dealing, a jury awarded damages of $136,876 to the plaintiff, which have been included in accrued liabilities and other in the Companys Consolidated Balance Sheet as of July 31, 2006.  The plaintiff has since filed a notice of appeal of his previously-dismissed claims and the judgment for Breach of Contract and Breach of the Covenant of Good Faith and Fair Dealing, and the Company has filed a notice of appeal of the judgment for Breach of the Covenant of Good Faith and Fair Dealing.

The Company is subject to various claims and legal actions arising in the ordinary course of business.  The Company has accrued for estimated losses in the accompanying consolidated financial statements for those matters where it believes that the likelihood that a loss will occur is probable and the amount of loss is reasonably estimable.

6.       Guarantees and Indemnifications

As permitted under Delaware law, the Company has agreements whereby the Companys officers and directors are indemnified for certain events or occurrences while the officer or director is, or was, serving at the Companys request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has director and officer liability insurance designed to limit the Companys exposure and to enable the

59



Company to recover a portion of any future amounts paid. As a result of the Companys insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal. Accordingly, the Company has no liabilities recorded for these agreements as of July 31, 2006.

The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to these agreements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally, the Companys business partners, subsidiaries and/or customers, in connection with any patent, copyright or other intellectual property infringement claim by any third party with respect to the Companys products. The term of these indemnification agreements is generally perpetual any time after execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. The Company has not incurred significant costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes
the estimated fair value of these agreements is insignificant. Accordingly, the Company has no liabilities recorded for these agreements as of July 31, 2006.

The Company warrants that its software products will perform in all material respects in accordance with the Companys standard published specifications in effect at the time of delivery of the licensed products to the customer for a specified period, which generally does not exceed ninety days. Additionally, the Company warrants that its maintenance services will be performed consistent with generally accepted industry standards through the completion of the agreed upon services. If necessary, the Company would provide for the estimated cost of product and service warranties based on specific warranty claims and claim history, however, the Company has not incurred significant expense under its product or services warranties. As a result, the Company believes the estimated fair value of these agreements is minimal. Accordingly, the Company has no liabilities recorded for these agreements as of July
31, 2006.

7.       Retirement Savings Plan

The Company maintains an employee savings and retirement plan which is qualified under Section 401(k) of the Internal Revenue Code and is available to substantially all full-time employees of the Company.  The plan provides for tax deferred salary deductions and after-tax employee contributions.  Contributions include employee salary deferral contributions and discretionary employer contributions.  To date, there have been no employer discretionary contributions.

8.       Common Stock

Warrants

On November 6, 2003, the Company issued two warrants to purchase up to 705,883 and 25,000 shares of common stock to The Riverview Group LLC and Wharton Capital Partners Ltd., respectively in connection with a private placement of the Companys common stock.  These warrants are exercisable at exercise prices of $6.00 and $6.14 per share.  The terms of these warrants expire in November 2006.  At July 31, 2006 both of these warrants remained outstanding.

Stock option plans

In fiscal year 1999, the Company adopted and the board of directors approved the 1998 Stock Option Plan (the 1998 Plan). Since inception, a total of 37,824,386 shares of common stock have been reserved for issuance under the 1998 Plan, subject to an annual increase of the lesser of 4,000,000 shares or 4.9% of the then outstanding common stock or an amount to be determined by the board of directors. Through July 31, 2006, 47,605,687 options have been granted under the 1998 Plan. Under the 1998 Plan, the board of directors may grant to employees and consultants options and/or stock purchase rights to purchase the Companys common stock at terms and prices determined by the board of directors. The 1998 Plan will terminate in 2008. Nonqualified options granted under the 1998 Plan must be issued at a price equal to at least 85% of the fair market value of the Companys common stock at the

date of grant. All options may be exercised at any time within 10 years of the date of grant or within one month of termination of employment, or such shorter time as may be provided in the stock option agreement, and vest over a vesting schedule determined by the board of directors. The Companys policy is to issue new shares upon exercise of options under the 1998 Plan.

The Companys 1999 Directors Option Plan (the Directors Plan) was adopted by the Companys board of directors in October 1999. Since inception, a total of 1,500,000 shares of common stock have been reserved for issuance under the Directors Plan, subject to an annual increase of the lesser of 250,000 shares, or 0.5% of the then outstanding common stock or an amount determined by the board of directors. Through July 31, 2006, 1,030,000 options have been granted under the Directors Plan. Under the Directors Plan,

60



options are granted when a non-employee director joins the board of directors and at each annual meeting where the director continues to serve on the board of directors. The Directors Plan establishes an automatic grant of 80,000 shares of common stock to each non-employee director who is elected. The Directors Plan also provides that upon the date of each annual stockholders meeting, each non-employee director who has been a member of the board of directors for at least six months prior to the date of the stockholders meeting will receive automatic annual grants of options to acquire 20,000 shares of common stock. Each automatic grant has an exercise price per share equal to the fair market value of the common stock at the date of grant, vest 25% immediately upon the grant date, one thirty-sixth per month thereafter and become fully vested three years after the date of grant. Each automatic grant has a term of ten years. In the event of a
merger with another corporation or the sale of substantially all of its assets, each non-employee directors outstanding options will become fully vested and exercisable. Options granted under the Directors Plan must be exercised within 3 months of the end of the non-employee directors tenure as a member of the board of directors, or within 12 months after a non-employee directors termination by death or disability, provided that the option does not terminate earlier under its terms earlier. Unless terminated sooner, the Directors Plan terminates automatically in 2009.  The Companys policy is to issue new shares upon exercise of options under the Directors Plan.

The Company has assumed certain option plans and the underlying options of companies which the Company has acquired (the Assumed Plans). Options under the Assumed Plans have been converted into the Companys options and adjusted to effect the appropriate conversion ratio as specified by the applicable acquisition agreement, but are otherwise administered in accordance with the terms of the Assumed Plans. Options under the Assumed Plans generally vest over four years and expire ten years from the date of grant. No additional options will be granted under the Assumed Plans.

As of July 31, 2006, the Company had reserved shares of its common stock for future issuance as follows:

|1998 Stock Option Plan and   Assumed Plans |  |  | 18,738,097 | 
|------------------------------------------ |  |  | ---------- | 
|1999 Director Option Plan                  |  |  | 1,278,334  | 
|                                           |  |  |            | 
|                                           |  |  | 20,016.431 | 
|                                           |  |  |            | 

The following table summarizes all option activities from July 31, 2004 through July 31, 2006:

|                         |  |                       |            |                    | Options Outstanding |                                               
|------------------------ |  | --------------------- | ---------- | ------------------ | ------------------- | ----------------------------------------------
|                         |  |                       |            |                    |                     |                                               
|                         |  | Available for   Grant |            | Number Outstanding |                     | Weighted-   Average Exercise   Price per Share
|                         |  |                       |            |                    |                     |                                               
|Balance at July 31, 2004 |  |                       | 10,908,627 |                    |                     | 12,131,872                                    
|Granted                  |  |                       | (1,552,900 | )                  |                     | 1,552,900                                     
|Exercised                |  |                       |           |                    |                     | (300,374                                      
|Cancelled                |  |                       | 2,152,685  |                    |                     | (2,158,352                                    
|                         |  |                       |            |                    |                     |                                               
|Balance at July 30, 2005 |  |                       | 11,508,412 |                    |                     | 11,226,046                                    
|Granted                  |  |                       | (1,902,000 | )                  |                     | 1,902,000                                     
|Exercised                |  |                       |           |                    |                     | (2,847,520                                    
|Cancelled                |  |                       | 1,317,974  |                    |                     | (1,327,111                                    
|                         |  |                       |            |                    |                     |                                               
|Balance at July 31, 2006 |  |                       | 10,924,386 |                    |                     | 8,953,415                                     
|                         |  |                       |            |                    |                     |                                               

The total intrinsic value of options exercised was $5.5 million, $0.3 million and $5.8 million during the years ended July 31 2006, July 31, 2005 and July 31, 2004, respectively. The Company issues new shares upon the exercise of options. During the year ended July 31, 2006, the Company realized a tax benefit of $0.1 million from exercised options.  For the years ended July 31, 2005 and July 31, 2004 there was no tax benefit realized from exercised options.

The weighted-average grant-date fair value of options granted during the year ended July 31, 2006 was $2.74.  The value of the option grants has been calculated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

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|                        |  | Year Ended July 31, 2006 |      
|----------------------- |  | ------------------------ | -----
|                        |  |                          |      
|Expected life (years)   |  |                          | 6.5  
|Risk-free interest rate |  |                          | 4.87%
|Volatility              |  |                          | 83%  
|Dividend yield          |  |                          | None 

The options outstanding and currently exercisable by exercise price at July 31, 2006 were as follows (in thousands, except years and per-share amounts):

|                         |  | OPTIONS   OUTSTANDING |       | OPTIONS   EXERCISABLE                              | 
|------------------------ |  | --------------------- | ----- | -------------------------------------------------- | 
|                         |  |                       |       |                                                    | 
|Range of Exercise Prices |  | Number   Outstanding  |       | Weighted   Average   Remaining   Life (in   years) | 
|                         |  |                       |       |                                                    | 
|$ 0.02  -  $ 0.96        |  |                       | 544   |                                                    | 
|$ 0.99  -  $ 0.99        |  |                       | 989   |                                                    | 
|$ 1.00  -  $ 1.90        |  |                       | 1,005 |                                                    | 
|$ 1.91  -  $ 2.33        |  |                       | 603   |                                                    | 
|$ 2.45  -  $ 2.45        |  |                       | 1,113 |                                                    | 
|$ 2.49  -  $ 2.98        |  |                       | 965   |                                                    | 
|$ 3.00  -  $ 3.46        |  |                       | 906   |                                                    | 
|$ 3.79  -  $ 4.12        |  |                       | 898   |                                                    | 
|$ 4.13  -  $ 4.74        |  |                       | 1,187 |                                                    | 
|$ 4.90  -  $64.12        |  |                       | 743   |                                                    | 
|                         |  |                       |       |                                                    | 
|$ 0.02     $64.12        |  |                       | 8,953 |                                                    | 
|                         |  |                       |       |                                                    | 

The total intrinsic value of stock options outstanding and stock options exercisable as of July 31, 2006 was $12.2 million and $11.1 million, respectively. The intrinsic value is calculated as the difference between the market value as of July 31, 2006 and the exercise price of the shares. The market value as of July 31, 2006 was $3.97 as reported by the NASDAQ Global Market System. The weighted-average remaining contractual life of options exercisable as of July 31, 2006 was 6.18 years.  The total number of in-the-money options exercisable as of July 31, 2006 was 5.6 million. As of July 31, 2006, 7 million outstanding options were exercisable, and the weighted average exercise price was $3.53.

The total fair value of options vested during the years ended July 31, 2006, July 31, 2005 and July 31, 2004 were $0.9 million, $0.9 million, and $0.7 million, respectively. As of July 31, 2006, total compensation cost related to nonvested stock options not yet recognized was $5.3 million which is expected to be recognized over a weighted-average term of 3.7 years.

Valuation and Expense Information under SFAS 123(R)

On August 1, 2005, the Company adopted SFAS 123(R), which requires the measurement and recognition of compensation expense for all share-based payment awards made to the Companys employees and directors, including employee stock options based on estimated fair values. The following table summarizes stock-based compensation expense related to employee stock options under SFAS 123(R) which was allocated as follows (in thousands):

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|                                         |  | Year Ended July 31,   2006 |    
|---------------------------------------- |  | -------------------------- | ---
|                                         |  |                            |    
|Software cost of revenue                 |  | $                          | 7  
|Online Media cost of revenue             |  |                            | 14 
|E-commerce cost of revenue               |  |                            | 9  
|                                         |  |                            |    
|Included in cost of   revenue            |  |                            | 30 
|                                         |  |                            |    
|Sales and marketing                      |  |                            | 82 
|Research and development                 |  |                            | 74 
|General and administrative               |  |                            | 545
|                                         |  |                            |    
|Included in operating   expenses         |  |                            | 701
|                                         |  |                            |    
|Discontinued operations                  |  |                            | 9  
|                                         |  |                            |    
|Total share-based   compensation expense |  | $                          | 740
|                                         |  |                            |    

The table below reflects net loss and diluted net loss per share compared with the pro forma information for the years ended July 31, 2005 and 2004 as follows (in thousands except per-share amounts):

|                                                                                                            |  | Year Ended July 31, |        
|----------------------------------------------------------------------------------------------------------- |  | ------------------- | -------
|                                                                                                            |  |                     |        
|                                                                                                            |  | 2005                |        
|                                                                                                            |  |                     |        
|Net loss from continuing operations  as reported                                                           |  | $                   | (5,649 
|Add back employee stock-based compensation expense   related to stock options included in reported net loss |  |                     | 68     
|Stock-based compensation expense related to employee   stock options                                        |  |                     | (13,236
|                                                                                                            |  |                     |        
|Net loss, including the effect of stock-based   compensation expense                                        |  | $                   | (18,817
|                                                                                                            |  |                     |        
|Diluted net loss per share  as reported                                                                    |  | $                   | (0.09  
|                                                                                                            |  |                     |        
|Diluted net loss per share, including the effect of   stock-based compensation expense                      |  | $                   | (0.31  
|                                                                                                            |  |                     |        

The weighted-average estimated value of employee stock options granted during the years ended July 31, 2005 and July 31, 2004 was $1.51 and $2.24, respectively using the Black-Scholes model with the following weighted-average assumptions:

|                        |  | Year Ended July 31, |     
|----------------------- |  | ------------------- | ----
|                        |  |                     |     
|                        |  | 2005                |     
|                        |  |                     |     
|Expected life (years)   |  |                     | 4.8 
|Risk-free interest rate |  |                     | 3.6%
|Volatility              |  |                     | 98% 
|Dividend yield          |  |                     | None

Upon adoption of SFAS 123(R), the Company began estimating the value of employee stock options on the date of grant using the Black-Scholes model.  The Company has used the simplified method for determining the expected term of options granted during fiscal 2006.  Prior to fiscal 2006, the value of each employee stock option was estimated on the date of grant using the Black-Scholes model for the purpose of pro forma financial information in accordance with SFAS 123.

As stock-based compensation expense recognized in the Consolidated Statement of Operations for the year ended July 31, 2006 is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. SFAS 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based on historical experience.  In the Companys pro forma information required under SFAS 123 for the periods prior to August 1, 2005, the Company accounted for forfeitures as they occurred.

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Employee Stock Purchase Plan

In October 1999, the Company adopted an Employee Stock Purchase Plan (ESPP). Under the terms of the ESPP, as authorized by the Board of Directors in September 2003, the maximum aggregate number of shares of stock that may be issued under the ESPP is 3,000,000, cumulatively increased annually by an amount equal to the lesser of (a) 1% of the then issued and outstanding shares of common stock, (b) an amount determined by the board of directors, or (c) 500,000 shares of common stock. During each six-month offering period, employees can choose to have up to 10% of their annual base earnings withheld to purchase the Companys common stock. The purchase price of the common stock is 85% of the lesser of the fair value as of the beginning or ending of the offering period.  A total of 173,888 shares of common stock were issued under the ESPP through July 31, 2005. The Company cancelled its
Employee Stock Purchase Plan on July 28, 2005.

Deferred Stock Compensation

In connection with the grant of stock options to employees during fiscal 1999 and prior to the Companys initial public offering in fiscal 2000, the Company recorded deferred stock compensation within stockholders equity that was amortized on an accelerated basis in accordance with Financial Accounting Standards Board (FASB) Interpretation No. (FIN) 28 over the vesting period for the individual award.  The amortization expense relates to options awarded to employees in all operating expense categories, however, the amortization of deferred stock compensation has not been separately allocated to these categories.  The Company expensed deferred stock compensation of $20,000 for fiscal years 2004.  Deferred stock compensation was fully amortized as of July 31, 2004.  As such, there was no deferred stock compensation expense during fiscal 2005.

9.       Income Taxes

The Company provides for income taxes using an asset and liability approach, under which deferred income taxes are   provided based upon enacted tax laws and rates applicable to periods in which the taxes become payable.

Income (loss) from continuing operations before income taxes consists of the following components (in thousands):

|                 |  | Year Ended July 31, |      
|---------------- |  | ------------------- | -----
|                 |  |                     |      
|($ in thousands) |  | 2006                |      
|                 |  |                     |      
|United States    |  | $                   | (766 
|Foreign          |  |                     | 2,081
|                 |  |                     |      
|                 |  | $                   | 1,315
|                 |  |                     |      

The components of the provision for income taxes from continuing operations for the year ended July 31, 2006 were benefits of $13,000 and $3,000, for Federal and foreign current tax, respectively, and a state tax expense of $16,000.

A summary of total tax expense, by classification, included in the accompanying consolidated statements of income is as follows (in thousands):

|                        |  | Year Ended July 31, |    
|----------------------- |  | ------------------- | ---
|                        |  |                     |    
|($ in thousands)        |  | 2006                |    
|                        |  |                     |    
|Continuing operations   |  | $                   | 1  
|Discontinued operations |  |                     | 287
|                        |  |                     |    
|                        |  | $                   | 288
|                        |  |                     |    

64



Deferred tax assets (liabilities) consist of the following (in thousands):

|                                               |  | Year Ended July 31, |         
|---------------------------------------------- |  | ------------------- | --------
|                                               |  |                     |         
|($ in thousands)                               |  | 2006                |         
|                                               |  |                     |         
|Deferred tax assets:                           |  |                     |         
|Accruals and reserves                          |  | $                   | 6,636   
|Net operating loss carryforwards               |  |                     | 93,796  
|Research and   development credit carryforward |  |                     | 2,819   
|                                               |  |                     |         
|Gross deferred tax asset                       |  |                     | 103,251 
|Valuation allowance                            |  |                     | (103,251
|                                               |  |                     |         
|Net deferred tax asset                         |  | $                   |        
|                                               |  |                     |         

Reconciliation of the statutory federal income tax to the Companys effective tax for the year ended July 31, 2006 is as follows:

|Tax at Federal statutory rate   |  |  | 34.0  | % 
|------------------------------- |  |  | ----- | --
|State, net of Federal benefit   |  |  | 0.8   | % 
|Meals and entertainment         |  |  | 3.0   | % 
|Stock compensation              |  |  | 16.4  | % 
|Fines and penalties             |  |  | 0.1   | % 
|Foreign income exclusion        |  |  | (51.9 | )%
|Research and development credit |  |  | (1.5  | )%
|Change in valuation allowance   |  |  | (0.9  | )%
|                                |  |  |       |   
|Provision for taxes             |  |  | 0.0   | % 
|                                |  |  |       |   

A reconciliation for fiscal years ended July 31, 2005 and July 31, 2004, is not presented as the Company incurred losses during those periods.

Included in the July 31, 2006 valuation allowance is approximately $31 million related to stock options, which will be credited to stockholders equity when realized for tax purposes.

Based on available objective evidence at July 31, 2006, management believed that, based on a number of factors, the available objective evidence created sufficient uncertainty regarding the realizability of the deferred tax assets such that a full valuation allowance was recorded.

As of July 31, 2006, the Company has approximately $262.1 million of federal net operating losses available to offset future federal taxable income, which expire at various dates through fiscal year 2026. This amount includes approximately $12.5 million of net operating loss carryforwards from the acquisition of Andover.net in fiscal 2000.  The deferred tax assets related to this of approximately $5.6 million as of June 7, 2000, may be used to reduce the tax provision if and when realized.  Approximately $23.2 million of federal net operating losses usage is limited pursuant to section 382 of the Internal Revenue Code due to certain changes in the Companys ownership which occurred between 1996 and 1999, and a change in ownership resulting from the Companys June 2000 acquisition of Andover.net. The Company also has California net operating loss carryforwards of approximately $80.4
million to offset future California taxable income, which expire at various dates through fiscal year 2016. The net operating loss carryforwards stated above are reflective of various federal and state tax limitations.

10.     Segment and Geographic Information

The Companys operating segments are significant strategic business units that offer different products and services.  The Company has three operating segments:  Online Media, E-commerce and Software.  In December 2005, the Company completed the sale of its Online Images business to Jupitermedia Corporation and no longer has operations in this segment.

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The Companys Online Media segment consists of a network of Internet web sites serving the IT professional and software development communities. The Companys E-commerce segment provides online sales of a variety of retail products of interest to the software development and IT communities.  The Companys Software segment focuses on its SFEE software products.  Other includes revenue and costs associated with the Companys former hardware business as well as all corporate expenses, such as restructuring charges, legal judgments and settlements, amortization of intangible assets and amortization of deferred stock, that are not allocated to the individual operating segments and are not considered by the Companys chief decision-making group in evaluating the performance of the operating segments.

The accounting policies of the segments are consistent with those described in the summary of significant accounting policies.  All intersegment sales have been stated separately in the table below.  The Companys chief decision-making group, as defined under SFAS No. 131, consists of the Chief Executive Officer and the executive team.  The Companys chief decision-making group excludes all intersegment sales when evaluating the performance of the segments.  The Companys assets and liabilities are not discretely allocated or reviewed by operating segment.  The depreciation of the Companys property, equipment and leasehold improvements are allocated based on headcount, unless specifically identified by operating segment.

|(in thousands)                    |  | Software |        | Online Media |   | E-commerce |   | Other |        | Eliminations |   | Total   Company |  
|--------------------------------- |  | -------- | ------ | ------------ | - | ---------- | - | ----- | ------ | ------------ | - | --------------- | -
|                                  |  |          |        |              |   |            |   |       |        |              |   |                 |  
|Year Ended July 31, 2006          |  |          |        |              |   |            |   |       |        |              |   |                 |  
|Revenue from external   customers |  | $        | 9,974  |              | $ | 13,242     |   | $     | 20,416 |              | $ |                |  
|Revenue from   intersegments      |  | $        |       |              | $ | 60         |   | $     |       |              | $ |                |  
|Cost of revenue                   |  | $        | 1,334  |              | $ | 3,732      |   | $     | 15,605 |              | $ |                |  
|Gross margin                      |  | $        | 8,640  |              | $ | 9,570      |   | $     | 4,811  |              | $ |                |  
|Operating income (loss)           |  | $        | (2,688 | )            | $ | 360        |   | $     | 1,999  |              | $ | 6               |  
|Depreciation expense              |  | $        | 304    |              | $ | 218        |   | $     | 14     |              | $ |                |  
|Year Ended July 31, 2005          |  |          |        |              |   |            |   |       |        |              |   |                 |  
|Revenue from external   customers |  | $        | 7,555  |              | $ | 8,130      |   | $     | 14,918 |              | $ |                |  
|Revenue from   intersegments      |  | $        |       |              | $ | 279        |   | $     |       |              | $ |                |  
|Cost of revenue                   |  | $        | 1,028  |              | $ | 3,320      |   | $     | 11,591 |              | $ |                |  
|Gross margin                      |  | $        | 6,527  |              | $ | 5,089      |   | $     | 3,327  |              | $ |                |  
|Operating income (loss)           |  | $        | (5,392 | )            | $ | (1,624     | ) | $     | 673    |              | $ | (264            | )
|Depreciation expense              |  | $        | 550    |              | $ | 346        |   | $     | 29     |              | $ |                |  
|Year Ended July 31, 2004          |  |          |        |              |   |            |   |       |        |              |   |                 |  
|Revenue from external   customers |  | $        | 4,995  |              | $ | 9,728      |   | $     | 12,567 |              | $ | 49              |  
|Revenue from   intersegments      |  | $        |       |              | $ | 238        |   | $     |       |              | $ |                |  
|Cost of revenue                   |  | $        | 1,860  |              | $ | 2,969      |   | $     | 10,225 |              | $ | (12             | )
|Gross margin                      |  | $        | 3,135  |              | $ | 6,997      |   | $     | 2,342  |              | $ | 61              |  
|Operating income (loss)           |  | $        | (8,900 | )            | $ | (431       | ) | $     | 79     |              | $ | (2,377          | )
|Depreciation expense              |  | $        | 1,123  |              | $ | 260        |   | $     | 30     |              | $ |                |  

During the time period covered by the table above, the Company marketed its products in the United States through its direct sales force and its online web sites.  Revenue for each of the fiscal years ended July 31, 2006, July 31, 2005 and July 31, 2004 were primarily generated from sales to end users in the United States of America.

11.     Discontinued Operations

In
          December 2005, the Company sold the assets,  net of deferred  revenue,
          of  its   Online   Images   business   to   Jupitermedia   Corporation
          (Jupitermedia) for $9.4 million. The Company received $8.4
          million  in cash,  and $0.9  million  has been  placed in escrow  with
          respect to certain standard representations and warranties made by the
          Company.   The  Company  has  included  the  escrowed  amount  in  the
          calculation  of the gain on sale of the Online Images  business due to
          the  Companys  assessment,  beyond a reasonable  doubt,  that no
          liabilities  will arise under the  indemnification  provisions  of the
          asset purchase agreement with Jupitermedia.  In June 2006, the Company received
          $0.6  million from the escrow  account and in July 2006  approximately
          $0.2 million of the escrow balance was paid to  Jupitermedia  based on
          their claim that funds related to the Online Images segment which were
          deposited into the Companys  bank accounts had not been remitted
          to them on a timely  basis.   Following  payment to Jupitermedia,
          the  Company   reduced  the  carrying  value  of  the  amount  due  to
          Jupitermedia for these collected  funds.   At July 31, 2006, $0.1
          million  remains in escrow and is included in other current  assets in
          the  accompanying  consolidated  balance  sheet.  As  specified in the
          agreement,  the assets sold to  Jupitermedia  consisted  primarily  of
          intellectual     property,     inventories     and     property    and
          equipment.

66



Income from discontinued operations consists of direct revenue and direct expenses of the Online Images business, including cost of revenue, as well as other fixed and allocated costs. A summary of the operating results of the Online Images business included in discontinued operations in the accompanying condensed consolidated statements of income is as follows:

|                                             |  | Year Ended July 31, |      
|-------------------------------------------- |  | ------------------- | -----
|                                             |  |                     |      
|($ in thousands)                             |  | 2006                |      
|                                             |  |                     |      
|Net revenue                                  |  | $                   | 914  
|                                             |  |                     |      
|Income from operations before income taxes   |  | $                   | 340  
|Income taxes                                 |  |                     | 10   
|                                             |  |                     |      
|Income from operations, net of income taxes  |  | $                   | 330  
|                                             |  |                     |      
|Gain from sale of assets before income taxes |  | $                   | 9,595
|Income taxes                                 |  |                     | 278  
|                                             |  |                     |      
|Gain from sale, net of income taxes          |  | $                   | 9,317
|                                             |  |                     |      

There were no assets or liabilities related to discontinued operations as of July 31, 2006. Assets and liabilities related to discontinued operations as of July 31, 2005 consisted primarily of accounts receivable of $0.1 million, deferred revenue of $0.7 million and accounts payable and accrued liabilities of $0.1 million.

67



Quarterly Financial Data

|                                                    |  | For the three months ended |       
|--------------------------------------------------- |  | -------------------------- | ------
|                                                    |  |                            |       
|(in thousands)                                      |  | October 31                 |       
|                                                    |  |                            |       
|Fiscal Year 2006                                    |  |                            |       
|Net revenue                                         |  | $                          | 7,588 
|Gross margin                                        |  |                            | 3,607 
|Operating income (loss)                             |  |                            | (1,751
|Income (loss) from continuing operations            |  |                            | (1,473
|Net income (loss):                                  |  | $                          | (1,234
|Income (loss) per share from continuing operations: |  |                            |       
|Basic                                               |  | $                          | (0.02 
|Diluted                                             |  | $                          | (0.02 
|Net income (loss) per share:                        |  |                            |       
|Basic                                               |  | $                          | (0.02 
|Diluted                                             |  | $                          | (0.02 
|Fiscal Year 2005                                    |  |                            |       
|Net revenue                                         |  | $                          | 6,474 
|Gross margin                                        |  |                            | 3,085 
|Operating loss                                      |  |                            | (2,071
|Loss from continuing operations                     |  |                            | (1,816
|Net loss                                            |  | $                          | (1,616
|Loss per share from continuing operations:          |  |                            |       
|Basic                                               |  | $                          | (0.03 
|Diluted                                             |  | $                          | (0.03 
|Net loss per share:                                 |  |                            |       
|Basic                                               |  | $                          | (0.03 
|Diluted                                             |  | $                          | (0.03 

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

During its review of the Companys interim financial statements for the third quarter of fiscal 2005, which ended April 30, 2005, a disagreement arose between the Company and BDO Seidman, LLP (BDO), the Companys predecessor independent registered public accounting firm regarding the application of accounting  principles, which disagreement ultimately was resolved to BDOs  satisfaction.  The disagreement concerned the accounting for one of the Companys volume-based sales incentive programs, specifically, whether the Company had developed sufficient historical experience to begin calculating the amount of the accrued liability pertaining to such programs based on estimated future expiration rates versus continuing to calculate the liability based on actual expirations.  The Audit Committee discussed this disagreement with BDO.

As disclosed in the Companys Form 10-K for the year ended July 31, 2005, BDO notified the Companys Audit Committee and the Companys management of control deficiencies in the Companys internal control structure involving the design or operation of the Companys internal controls over financial reporting that BDO considered to be material weaknesses, because the control deficiencies resulted in more than a remote likelihood that a material missatement could occur in the Companys annual or interim financial statements and not be prevented or detected.  The material wea

| |  | Lack of  sufficient  personnel and  technical  accounting  and financial reporting expertise within the Companys accounting and finance function;                                                                                                                                                               
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Inadequate controls over period-end financial reporting, where our CFO was responsible for preparing or compiling certain critical portions of the quarterly and annual internal financial information and was also responsible for performing a review of this information to monitor the results of operations;

knesses identified by BDO were due to the following:

68



| |  | Inadequate controls in the areas of revenue and   accounts receivable, where there were certain instances in which fully   executed contracts were not obtained in a timely manner in connection with   providing online advertising services, where, in a limited number of   situations, revenue was not adjusted to properly reflect below-estimated   click-throughs on certain advertising sponsorship buttons and links, and   where the same individual had authority for activities which should be   segregated;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Inadequate controls in the area of purchases, where   the purchasing manager did not obtain appropriate approvals for purchasing   and the facilities manager did not always sign off on the packing slips to   provide evidence of the actual quantity received and we did not maintain   adequate segregation of duties among members of our purchasing and receiving   departments;                                                                                                                                     
| |  | Inadequate controls in the area of information   technology where we did not maintain effective controls over access to the   accounting system and in some cases did not maintain complete documentation   regarding these access rights and we did not maintain adequate controls in   the areas of system development life cycle and change management; and                                                                                                                                                             
| |  | Lack of internal control reports (under SAS 70) from   critical external service providers.                                                                                                                                                                                                                                                                                                                                                                                                                                

Since November 1, 2005 and through the date of the filing of this Form 10-K, and in response to the material weaknesses identified as of July 31, 2005, we have implemented the following steps to remediate the deficiencies in our disclosure controls and procedures and material weaknesses in our internal control over financial reporting as follows:

| |  | The Company has hired new employees within its   accounting and financial reporting function and identified an accounting firm   with whom we will consult in the event of a technical accounting question;                                                                                                                                                                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The Company has revised its processes to allow for   its finance department to prepare substantially all of the quarterly and   annual internal financial information and also ensure that those portions of   the quarterly and annual internal financial information prepared by the CFO   are well documented and reviewed by the CEO;                                                                                                                                            
| |  | The Company has enforced its policy of obtaining   fully executed contracts in a timely manner in connection with providing   online advertising services;                                                                                                                                                                                                                                                                                                                           
| |  | The Company has enforced its policies of requiring   appropriate approvals on all purchase orders and requiring the facilities   manager sign off on packing slips.  In   addition, the Company segregated duties between its purchasing and receiving   departments;                                                                                                                                                                                                                
| |  | The Company has consistently documented its controls   over access to the accounting system and has maintained adequate controls in   the area of change management; and                                                                                                                                                                                                                                                                                                             
| |  | The Company has received an internal control report   (under SAS 70) from the provider of its hosted accounting system.  The provider of its hosted advertising   servicing system has been acquired by another service provider.  They are able to provide a SAS 70 report   as of October 31, 2005 and have also provided the Company with internal   representation in June 2006 that there have been no changes to their internal   controls since the date of the SAS 70 report.

The Company identified no material weaknesses as of July 31, 2006.

On October 10, 2005, the Company filed a current report on Form 8-K to report a change in the Companys certifying accountant.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Companys management, with the participation of the Companys chief executive officer and chief financial officer, evaluated the effectiveness of the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of July 31, 2006. Based on this evaluation, the Companys chief executive officer and chief financial officer concluded that as of July 31, 2006, the Companys disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

No change in the Companys internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the  Securities Exchange Act) occurred during the fourth quarter ended July 31, 2006, that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.

69



Managements Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. As defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Companys principal executive and principal financial officers and effected by the Companys board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Companys internal control over financial reporting is supported by written policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Companys assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of the Companys management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companys assets that could have a material effect on the financial statements.

In connection with the preparation of the Companys annual financial statements, management of the Company has undertaken an assessment of the effectiveness of the Companys internal control over financial reporting as of July 31, 2006 based on criteria established in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO Framework). Managements assessment included an evaluation of the design of the Companys internal control over financial reporting and testing of the operational effectiveness of the Companys internal control over financial reporting. As a result of this assessment, management has concluded that, as of July 31, 2006, the Companys internal control over financial reporting was effective based on those criteria.

Our independent registered public accounting firm, Stonefield Josephson, Inc., has issued an attestation report on managements assessment of our internal control over financial reporting, which is included in this Annual Report on Form 10-K.

Limitations on Effectiveness of Controls

VA Softwares management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control systems objectives will be met. 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. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in
decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls 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. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

70



Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of VA Software Corporation:

We have audited managements assessment, included in the accompanying Managements Report on Internal Control over Financial Reporting, that VA Software Corporation maintained effective internal control over financial reporting as of July 31, 2006, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). VA Software Corporations management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on managements assessment and an opinion on the effectiveness of the companys internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating managements assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, managements assessment that VA Software Corporation maintained effective internal control over financial reporting as of July 31, 2006, is fairly stated, in all material respects, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion, VA Software Corporation maintained, in all material respects, effective internal control over financial reporting as of July 31, 2006, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the balance sheet and the related statements of income and comprehensive loss, stockholders equity and cash flows of VA Software Corporation as of July 31, 2006 and our report dated September 29, 2006 expressed an unqualified opinion thereon.

|/s/ Stonefield Josephson, Inc. | 
|------------------------------ | 
|                               | 
|San Francisco, California      | 
|September 29, 2006             | 

71



PART III

Item 10.  Directors and Executive Officers of the Registrant

The information called for by this item is incorporated by reference to the sections entitled Certain Beneficial Owners, Security Ownership of Directors and Executive Officers and Information About The Directors, Nominees And Executive Officers in the Companys 2006 Proxy Statement, which will be delivered to stockholders in connection with the Companys annual stockholders meeting to be held on December 6, 2006.

Code of Ethics

In addition to the Companys Code of Business Conduct and Ethics that is applicable to all employees and directors, the Company has adopted a Code of Ethics for Principal Executive and Senior Financial Officers.  The Company has posted the text of its Code of Ethics for Principal Executive and Senior Financial Officers on its Internet web site at:

http://www.vasoftware.com/company/docs/governance/VA_Financial_Officer_Code_7_29_2003.pdf

Item 11.  Executive Compensation

The information called for by this item is incorporated by reference to the section entitled Compensation of Directors and Executive Officers in the Companys 2006 Proxy Statement, which will be delivered to stockholders in connection with the Companys annual stockholders meeting to be held on December 6, 2006.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

Equity Compensation Plans

The following table summarizes our equity compensation plans as of July 31, 2006, all of which have been approved by our stockholders:

|                                                     |  | A                                                                             |  | B                                                             |  | C                                                                                                                                              
|---------------------------------------------------- |  | ----------------------------------------------------------------------------- |  | ------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------
|Plan   Category (1)                                  |  | Number of   securities to be    issued upon exercise of   outstanding options |  | Weighted   average   exercise price of    outstanding options |  | Number of   securities remaining available for    future issuance under equity compensation plan   (excluding securities reflected in column A)
|                                                     |  |                                                                               |  |                                                               |  |                                                                                                                                                
|Equity compensation plans approved   by stockholders |  | 8,871,055(2)                                                                  |  | $3.22                                                         |  | 10,924,386(3)-(4)                                                                                                                              

|   
|---
|(1)
|(2)
|(3)
|(4)

The information called for by this item is incorporated by reference to the sections entitled Certain Beneficial Owners and Security Ownership of Directors and Executive Officers in the Companys 2006 Proxy Statement, which will be delivered to stockholders in connection with the Companys annual stockholders meeting to be held on December 6, 2006.

72



Item 13.  Certain Relationships and Related Transactions

The information called for by this item is incorporated by reference to the section entitled Certain Relationships and Related Transactions in the Companys 2006 Proxy Statement, which will be delivered to stockholders in connection with the Companys annual stockholders meeting to be held on December 6, 2006.

Item 14.  Principal Accountant Fees and Services.

The information called for by this item is incorporated by reference to the section entitled Principal Accountant Fees and Services in the Companys 2006 Proxy Statement,  which will be delivered to stockholders in connection with the Companys annual stockholders meeting to be held on December 6, 2006.

PART IV

Item 15.  Exhibits and Financial Statement Schedule

| | (a)                                                                            | The following documents are   filed as part of this report:
| | ------------------------------------------------------------------------------ | -----------------------------------------------------------
| |                                                                                |                                                            
| |                                                                                | 1.                                                         
| |                                                                                |                                                            
| | See the Consolidated Financial   Statements and notes thereto in Item 8 above.
| |                                                                               
| |                                                                                | 2.                                                         
| |                                                                                |                                                            
| |                                                                                | 3.                                                         
| |                                                                                |                                                            
| | See the Exhibit Index.                                                        

73



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|                       | VA SOFTWARE CORPORATION
|---------------------- | -----------------------
|                       |                        
|                       | By:                    
|                       |                        
|                       |                        
|                       |                        
|Date: October 16, 2006 |                        

74



POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Ali Jenab and Patricia S. Morris, and each of them, his true and lawful attorneys-in-fact, each with full power of substitution, for him and all capacities, to sign any amendments to this report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and does hereby ratify and confirm all that each of said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

|Signature                        |  | Title                                                                                |  | Date              
|-------------------------------- |  | ------------------------------------------------------------------------------------ |  | ------------------
|                                 |  |                                                                                      |  |                   
|/s/  ALI JENAB                   |  | Chief   Executive Officer, President   (principle executive officer) and Director    |  | October   16, 2006
|                                 |  |                                                                                     
|Ali   Jenab                      |  |                                                                                     
|                                 |  |                                                                                      |  |                   
|/s/  PATRICIA S. MORRIS          |  | Senior   Vice President and Chief Financial Officer   (principle accounting officer) |  | October   16, 2006
|                                 |  |                                                                                     
|Patricia   S. Morris             |  |                                                                                     
|                                 |  |                                                                                      |  |                   
|/s/  ANDREW ANKER                |  | Director                                                                             |  | October   16, 2006
|                                 |  |                                                                                     
|Andrew   Anker                   |  |                                                                                     
|                                 |  |                                                                                      |  |                   
|/s/  LARRY M. AUGUSTIN           |  | Chairman   of the Board of Directors                                                 |  | October   16, 2006
|                                 |  |                                                                                     
|Larry   M. Augustin              |  |                                                                                     
|                                 |  |                                                                                      |  |                   
|/s/  ANDRE M. BOISVERT           |  | Director                                                                             |  | October   16, 2006
|                                 |  |                                                                                     
|Andre   M. Boisvert              |  |                                                                                     
|                                 |  |                                                                                      |  |                   
|/s/  RAM GUPTA                   |  | Director                                                                             |  | October   16, 2006
|                                 |  |                                                                                     
|Ram   Gupta                      |  |                                                                                     
|                                 |  |                                                                                      |  |                   
|/s/  ROBERT M. NEUMEISTER,   Jr. |  | Director                                                                             |  | October   16, 2006
|                                 |  |                                                                                     
|Robert   M. Neumeister, Jr.      |  |                                                                                     
|                                 |  |                                                                                      |  |                   
|/s/  CARL REDFIELD               |  | Director                                                                             |  | October   16, 2006
|                                 |  |                                                                                     
|Carl   Redfield                  |  |                                                                                     
|                                 |  |                                                                                      |  |                   
|/s/  DAVID B. WRIGHT             |  | Director                                                                             |  | October   16, 2006
|                                 |  |                                                                                     
|David   B. Wright                |  |                                                                                     

75



VA SOFTWARE CORPORATION

SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS (In thousands)

|Description                                   |  | Balance   Beginning of    Period |     | Charged to      Costs and    Expenses |  | Deductions |  | Balance   End   of Period |    
|--------------------------------------------- |  | -------------------------------- | --- | ------------------------------------- |  | ---------- |  | ------------------------- | ---
|                                              |  |                                  |     |                                       |  |            |  |                           |    
|Year Ended July 31, 2004                      |  |                                  |     |                                       |  |            |  |                           |    
|Allowance for doubtful   accounts             |  | $                                | 144 |                                       |  | 56         |  |                           | 73 
|Allowance for excess   and obsolete inventory |  | $                                | 24  |                                       |  | 9          |  |                           |   
|Year Ended July 31, 2005                      |  |                                  |     |                                       |  |            |  |                           |    
|Allowance for doubtful   accounts             |  | $                                | 127 |                                       |  | 40         |  |                           | 1  
|Allowance for excess   and obsolete inventory |  | $                                | 33  |                                       |  | 57         |  |                           | 31 
|Year Ended July 31, 2006                      |  |                                  |     |                                       |  |            |  |                           |    
|Allowance for doubtful   accounts             |  | $                                | 166 |                                       |  | 230        |  |                           | 194
|Allowance for excess   and obsolete inventory |  | $                                | 59  |                                       |  | 40         |  |                           | 3  

76



EXHIBIT INDEX

|Exhibit   Number |   |                                                                                                                                                    
|---------------- | - | ---------------------------------------------------------------------------------------------------------------------------------------------------
|                 |   |                                                                                                                                                    
|3.1(1)           |  | Amended and Restated   Certificate of Incorporation of the Registrant                                                                              
|                 |   |                                                                                                                                                    
|3.2(1)           |  | Bylaws of the Registrant                                                                                                                           
|                 |   |                                                                                                                                                    
|4.1(1)           |  | Specimen Common Stock   Certificate                                                                                                                
|                 |   |                                                                                                                                                    
|4.2(2)           |  | Warrant to Purchase Shares of   Common Stock issued to The Riverview Group LLC                                                                     
|                 |   |                                                                                                                                                    
|10.1(1)         |  | Form of Indemnification   Agreement between the Registrant and each of its directors and officers                                                  
|                 |   |                                                                                                                                                    
|10.2(1)         |  | 1998 Stock Plan and forms of   agreement thereunder                                                                                                
|                 |   |                                                                                                                                                    
|10.3(1)         |  | 1999 Employee Stock Purchase   Plan                                                                                                                
|                 |   |                                                                                                                                                    
|10.4(1)         |  | 1999 Director Option Plan                                                                                                                          
|                 |   |                                                                                                                                                    
|10.6(3)         |  | Master Lease Agreement between   Boca Global, Inc. and Bordeaux Partners LLC                                                                       
|                 |   |                                                                                                                                                    
|10.7(4)         |  | Master Lease Agreement between   Registrant and Renco Investment Company                                                                           
|                 |   |                                                                                                                                                    
|10.8(5)          |  | Consent of Linus Torvalds                                                                                                                          
|                 |   |                                                                                                                                                    
|10.9   (7)       |  | Sublease between registrant   and @Road, Inc., dated June 9, 2004.                                                                                 
|                 |   |                                                                                                                                                    
|10.10   (8)      |  | Consent to Sublease Agreement   between registrant, @Road, Inc. and Renco Investment Company, dated June 9,   2004.                                
|                 |   |                                                                                                                                                    
|10.11(6)         |  | Registration Rights Agreement   between Registrant and certain holders of Common Stock, dated November 6,   2003                                   
|                 |   |                                                                                                                                                    
|10.12   (9)      |  | First Amendment to   Registration Rights Agreement between Registrant and certain holders of Common   Stock, dated October 13, 2004                
|                 |   |                                                                                                                                                    
|10.13   (10)     |  | Asset Purchase Agreement dated   December 23, 2005 by and between JupiterImages Corporation, VA Software   Corporation, and Animation Factory, Inc.
|                 |   |                                                                                                                                                    
|23.1             |  | Consent of Stonefield   Josephson, Inc., Independent Registered Public Accounting Firm                                                             
|                 |   |                                                                                                                                                    
|23.2             |  | Consent of BDO Seidman, LLP,   Independent Registered Public Accounting Firm                                                                       
|                 |   |                                                                                                                                                    
|24.1             |  | Power of Attorney (see   signature page)                                                                                                           
|                 |   |                                                                                                                                                    
|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 of Chief Executive Officer Pursuant to   Section 906 of The Sarbanes-Oxley Act Of 2002                                               
|                 |   |                                                                                                                                                    
|32.2             |  | Certification of Chief Financial Officer Pursuant to   Section 906 of The Sarbanes-Oxley Act Of 2002                                               



|   
|---
|  
|   
|(1)
|   
|(2)

77



|(3)  | Incorporated by reference from   Exhibit 10.16 of Registrants form S-1 and the amendments thereto (Commission   registration no. 333-88687).                                                     
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|(4)  | Incorporated by reference from Exhibit 10.14 of   Registrants Annual Report on Form 10-K for the period ended June 28, 2000   filed on October 26, 2000 (Commission file number 000-28369).      
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|(5)  | Incorporated by reference from   Exhibit 10.18 of Registrants Quarterly Report on Form 10-Q for the period   ended January 28, 2000 filed on March 13, 2000 (Commission file number   000-28369).
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|(6)  | Incorporated by reference from Exhibit 10.2 of   Registrants Current Report on Form 8-K filed on November 7, 2003.                                                                               
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|(7)  | Incorporated by reference from Exhibit 10.42 of   Registrants Annual Report on Form 10-K for the period ended July 31, 2004   filed on October 31, 2005 (Commission file number 000-28369).      
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|(8)  | Incorporated by reference from Exhibit 10.43 of   Registrants Annual Report on Form 10-K for the period ended July 31, 2004   filed on October 31, 2005 (Commission file number 000-28369).      
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|(9)  | Incorporated by reference from Exhibit 10.12 of   Registrants Annual Report on Form 10-K for the period ended July 31, 2004   filed on October 31, 2005 (Commission file number 000-28369).      
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|(10) | Incorporated by reference from Exhibit 2.1 of   Registrants Quarterly Report on Form 10-Q for the period ended January 31,   2006 filed on April 10, 2006 (Commission file number 000-28369).    

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