8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

October 17, 2007

Date of Report (Date of earliest event reported)

Syntax-Brillian Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	000-50289	05-0567906
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1600 N. Desert Drive
Tempe, Arizona
85281

(Address of Principal Executive Offices) (Zip Code)

(602) 389-8888

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Exhibit 99.1

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

     On October 17, 2007, we received a letter from the Listing Qualifications Department of The Nasdaq Stock Market indicating that as a result of the appointment of John S. Hodgson, a previously independent director, as our Chief Financial Officer, we no longer comply with Nasdaq’s majority independent director requirement as set forth in Nasdaq Marketplace Rule 4350. Our Board of Directors currently consists of five independent directors and five non-independent directors.

     Nasdaq provides us with a period in which to cure the non-compliance related to the majority independent director requirement. As a result, we have until March 31, 2008 to cure the deficiency or we will be subject to delisting. We are currently interviewing a number of qualified independent director candidates that would permit us to cure the deficiency.

     A copy of the press release announcing our receipt of the Nasdaq deficiency letter is filed herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(a)	Financial Statements of Business Acquired.
	Not applicable.
(b)	Pro Forma Financial Information.
	Not applicable.
(c)	Shell Company Transactions.
	Not applicable.
(d)	Exhibits.
	Exhibit Number

99.1 Press release from Syntax-Brillian Corporation, dated October 22, 2007, entitled “Syntax-Brillian Corporation Announces Receipt of Nasdaq Deficiency Letter”

SIGNATURES

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

	SYNTAX-BRILLIAN CORPORATION
Date: October 22, 2007	By:	/s/ John S. Hodgson
		John S. Hodgson
		Executive Vice President, Chief Financial Officer and Treasurer

EXHIBIT INDEX

99.1 Press release from Syntax-Brillian Corporation, dated October 22, 2007, entitled “Syntax-Brillian Corporation Announces Receipt of Nasdaq Deficiency Letter”

EX-99.1

Exhibit 99.1

CONTACT:
Syntax-Brillian Corporation
James Li, President and Chief Executive Officer, 909-859-8468
Jack Hodgson, Chief Financial Officer, 602-389-8797

Syntax-Brillian Corporation Announces
Receipt of Nasdaq Deficiency Letter

TEMPE, Arizona — October 22, 2007 — Syntax-Brillian Corporation (Nasdaq:BRLC) today announced that it received a Nasdaq Staff Deficiency Letter on October 17, 2007 indicating that the company fails to comply with the majority independent director requirement for continued listing set forth in Nasdaq Marketplace Rule 4350. The company was expecting receipt of this letter, as the failure to meet the independent director requirement is a result of the recent appointment of John S. Hodgson, a previously independent director, as the company’s new Chief Financial Officer. The company notified Nasdaq of the deficiency on October 2, 2007.

Nasdaq advised the company that it has until March 31, 2008 to cure this deficiency or the company will be subject to delisting. The company is currently interviewing a number of qualified independent director candidates. As a result, the company expects to cure the deficiency in the near future and well before the March 31, 2008 deadline.

About Syntax-Brillian Corporation:
Syntax-Brillian Corporation (www.syntaxbrillian.com) is a leading designer, developer, and distributor of LCD HDTVs and digital cameras. The company’s lead products include its Olevia™ brand (www.Olevia.com) high definition widescreen LCD televisions — one of the fastest growing global TV brands — and Vivitar brand (www.vivitar.com) digital still and video cameras. Syntax-Brillian has built an Asian supply chain coupled with an international manufacturing and distribution network to support worldwide retail sales channels and position the company as a market leader in consumer digital entertainment products.

Olevia, Brillian, and Vivitar are trademarks or registered trademarks of Syntax-Brillian Corporation.

Safe-Harbor Statement:
Certain statements contained in this press release may be deemed to be forward-looking statements under federal securities laws, and Syntax-Brillian intends that such forward-looking statements be subject to the safe harbor created thereby. Such statements include the ability of the company to comply with the Nasdaq independent director requirements. Syntax-Brillian cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained herein. Such factors include the willingness of independent director candidates to serve on the company’s board of directors and other risks as detailed in Syntax-Brillian’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007 and subsequent filings with the Securities and Exchange Commission.

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