UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

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

For the quarterly period ended: July 31, 2005

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: 000-11552

TELEVIDEO, INC.(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 94-2383795
(IRS Employer Identification No.)

2345 Harris Way, San Jose, California 95131
(Address of principal executive offices)

Registrant's telephone number, including area code: (408) 954-8333

        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 ý No o

        The number of shares outstanding of registrant's Common Stock, as of September 3, 2005 is: 11,309,772.

TELEVIDEO, INC.

INDEX

PART I. FINANCIAL INFORMATION

TELEVIDEO, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except share amounts)

				July 31, 2005		October 31, 2004
ASSETS
Current assets:
	Cash and cash equivalents		$	163	$	747
	Accounts receivable, net			805		912
	Loan to related party			200		200
	Inventories, net			1,068		1,504
	Prepaids and other current assets			126		79
		Total current assets		2,362		3,442
Property, plant and equipment, net				4,851		4,918
Mortgage escrow deposits				601		693
Investment in affiliate				-		72
		Total assets	$	7,814	$	9,125
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
	Accounts payable		$	642	$	852
	Accrued liabilities			1,371		506
	Related party note payable			3,867		4,017
	Mortgage loan payable - current			8,751		106
		Total current liabilities		14,631		5,481
	Mortgage loan payable, less current portion			-		8,669
		Total liabilities		14,631		14,150
Commitments and contingencies (Note 2)
Stockholders' deficit:
	Common stock, $0.01 par value; Authorized - 20,000,000 shares Outstanding - 11,309,772 shares at July 31, 2005 and October 31, 2004 (net of 120,000 treasury shares)			453		453
	Additional paid-in capital			95,735		95,735
	Accumulated deficit			(103,005)		(101,213)
		Total stockholders' deficit		(6,817)		(5,025)
		Total liabilities and stockholders' deficit	$	7,814	$	9,125

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

TELEVIDEO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share amounts)

		Three Months Ended July 31,				Nine Months Ended July 31,
		2005		2004		2005		2004
Net sales	$	1,858	$	2,330	$	5,007	$	7,460
Cost of sales		1,533		1,864		3,896		5,782
Gross profit		325		466		1,111		1,678
Operating expenses:
Sales and marketing		223		294		658		1,112
Research and development		23		123		212		419
General and administration		305		468		1,171		1,367
Total operating expenses		551		885		2,041		2,898
Loss from operations		(226)		(419)		(930)		(1,220)
Rental income		-		-		-		163
Gain on CNET stock sale		-		-		-		203
Gain on extinguishment of related party note payable		-		-		100		-
Impairment losses on investment in affiliate		-		-		(22)		-
Interest expenses, net		(367)		(121)		(964)		(365)
Other income, net		7		137		24		429
Net loss	$	(586)	$	(403)	$	(1,792)	$	(790)
Net loss per share, basic and diluted	$	(0.05)	$	(0.04)	$	(0.16)	$	(0.07)
Weighted-average shares outstanding		11,310		11,310		11,310		11,310

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

TELEVIDEO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)

	Nine Months Ended July 31,
		2005		2004
Cash flows from operating activities:
Net loss	$	(1,792)	$	(790)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		67		340
Gain on marketable securities		-		(203)
Impairment losses on investment in affiliate		22		-
Gain on extinguishment of related party note payable		(100)		-
Changes in operating assets and liabilities:
Accounts receivable		107		(434)
Inventories		436		2,504
Prepaids, other current assets and mortgage escrow deposits		45		(236)
Accounts payable		(210)		(2,226)
Accrued liabilities		865		501
Deferred rent		-		91
Deferred gain		-		(404)
Net cash used in operating activities		(560)		(857)
Cash flows from investing activities:
Proceeds from sale of marketable securities		-		289
Principal payments on note receivable		-		14
Loan to related party		-		(220)
Net cash provided by investing activities		-		83
Cash flows from financing activities:
Proceeds from issuance of note payable		-		800
Payments on capital lease obligation		-		(66)
Payments on mortgage loan		(24)		-
Net cash (used in) provided by financing activities		(24)		734
Net decrease in cash and cash equivalents		(584)		(40)
Cash and cash equivalents at beginning of period		747		596
Cash and cash equivalents at end of period	$	163	$	556

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

TELEVIDEO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying interim condensed consolidated financial statements are unaudited, but in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) necessary to fairly state the Company's consolidated financial position, results of operations, and cash flows as of and for the dates and periods presented. The condensed consolidated financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X of the rules and regulations of the Securities and Exchange Commission ("SEC").

These unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2004 filed with the SEC on June9, 2005. The results of operations for the three and nine-month period ended July 31, 2005 are not necessarily indicative of the results for the entire fiscal year ending October 31, 2005 or any other period.

The Company used net cash in operations of approximately $0.6 million and $0.9 million for the nine-month periods ended July 31, 2005 and 2004, respectively.  For the first nine months of fiscal 2005, net cash used in operating activities was principally due to a loss from operations and a decrease in accounts payable, partially offset by a decrease in accounts receivable and inventory and an increase in accrued liabilities. For the nine month period ended July 31, 2004, net cash used in operating activities of approximately $0.9 million was primarily attributable to a decrease in accounts payable and an increase in accounts receivable and prepayments, partially offset by a decrease in inventories and an increase in accrued liabilities. The decrease in accounts payable was due principally to payments made during the period for inventory acquired at the end of fiscal 2003 related to the replacement of our old motherboard for thin clients, VIA, with a new motherboard, TRANSMETA, while the decrease in inventory and increase in accounts receivable were due to an increase in total net sales for the nine month period ended July 31, 2004.

Due to the Company's experience of recurring losses, the Company may be required to raise additional financing through the issuance of debt or equity or through other means such as customer prepayments, asset sales or secured borrowings. If additional funds are raised through the issuance of equity or debt securities, or secured borrowings, these securities could have rights, preferences and privileges senior or otherwise superior to that of the Company's common shares, and the terms of any debt could impose restrictions on the Company's operations. The sale of additional equity or convertible debt securities could result in additional dilution to the Company's shareholders and such securities may have rights, preferences and privileges senior or otherwise superior to those held by existing shareholders. If the Company cannot raise funds on terms favorable to it, or raise funds at all, the Company may not be able to develop or enhance its products, take advantage of future opportunities or respond to competitive pressures or unanticipated requirements. If the Company is unable to raise additional funds, the Company may be required to reduce the scope of its planned operations, which could harm its business, or the Company may even need to cease operations.

In January 2005, the Company entered into a definitive agreement with Neoware, Inc. ("Neoware"), one of its competitors, under which Neoware will acquire the Company's thin client business including all thin client assets, certain contract obligations, a trademark license, product brands, customer lists, customer contracts and non-competition agreements for $5 million in cash plus a potential earn-out based upon performance. In addition, starting January 12, 2005, TeleVideo has retained Neoware as its exclusive distributor and sales agent and all TeleVideo thin client products are available directly from Neoware. The agreement was amended on June 14, 2005, reducing the purchase price to $4 million, increasing the potential earn-out, and extending the termination date of the agreement. The transaction is subject to regulatory approval, and the acquisition is expected to close in September 2005.

Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Basic and Diluted Net Loss Per Share
Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share should reflect potential dilution from outstanding stock options using the treasury stock method. However, as stated in the "Stock Based Compensation" paragraph below, the Company did not maintain accounting records needed to provide such information.

Investment in Affiliate
Investments in affiliated companies of which the Company owns 20% or more are accounted for using the equity method. Accordingly, consolidated net loss includes the Company's share of the net losses of those companies. Investments in affiliated companies of which the Company owns less than 20% are carried at cost. The Company makes periodic evaluations of the recoverability of its investments in affiliates based upon internal and external events affecting the expected realization of the Company's investment.

Revenue Recognition
In accordance with Staff Accounting Bulletin No. 104, "Revenue Recognition in Financial Statements," the Company recognizes revenue when products are shipped and all four of the following criteria are met: (i) persuasive evidence of arrangements exists; (ii) delivery has occurred; (iii) the Company's price to the buyer is fixed or determinable; and (iv) collectibility is reasonably assured. The Company performs periodic evaluations of its customers' financial condition, maintains a reserve for potential credit losses, and adjusts the reserve periodically to reflect both actual and potential credit losses. In addition, such allowances provide for returns resulting from stock balancing agreements and price protection programs. Product warranties are based on the ongoing assessment of actual warranty expenses incurred.

Stock Based Compensation
The Company has elected to use the intrinsic value method under Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," as permitted by Statement of Financial Accounting Standard No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), subsequently amended by SFAS 148, "Accounting for Stock-Based Compensation - Transition and Disclosure" to account for stock-based awards issued to its employees. Accordingly, no accounting recognition is given to stock options granted at fair market value until they are exercised. Compensation expense related to employee stock options is recorded if, on the date of grant, the fair value of the underlying stock exceeds the exercise price. The Company did not maintain adequate supporting documentation necessary in order to provide stock option financial statement disclosures required under accounting principles generally accepted in the United States of America, including SFAS 123 and 148. See the Company's Form 10-K filed on June9, 2005, Note 9 of the notes to the consolidated financial statements included in Item 8, for more information regarding stock options.

Concentration of Risk
Financial instruments, which potentially subjects the Company to concentration of risk, consist principally of trade and other receivables. In the ordinary course of business, trade receivables are with a large number of customers, dispersed across a wide North American geographic base. The Company extends credit to customers in the ordinary course of business and periodically reviews the credit levels extended to customers, estimates the collectibility of accounts and creates an allowance for doubtful accounts, as needed. The Company does not require cash collateral or other security to support customer receivables. Provisions are made for estimated losses on uncollectible accounts.

Allowance for Doubtful Accounts
The Company makes ongoing assumptions relating to the collectibility of accounts receivable in the calculation of the allowance for doubtful accounts. In determining the amount of the allowance, the Company makes judgments about the creditworthiness of customers based on ongoing credit evaluations and assesses current economic trends affecting our customers that might impact the level of credit losses in the future and result in different rates of bad debts than previously incurred. The Company also considers the historical level of credit losses. The Company's reserves historically have been adequate to cover actual credit losses.Accounts receivable includes allowances for doubtful accounts of approximately $0.1 million as of July 31, 2005 and October 31, 2004.

Inventories, net
Inventories are stated at the lower of cost or market. Cost is computed on a currently adjusted standard cost basis (which approximates average cost) for both finished goods and work-in-process and includes material, labor and manufacturing overhead costs.

Inventories consisted of the following (in thousands):

	July 31, 2005			October 31, 2004
	(unaudited)
Purchased parts and subassemblies	$	356	$	350
Work-in-process		35		158
Finished goods		677		996
	$	1,068	$	1,504

Accrued Warranty and Related Costs
The warranty periods for the Company's products are generally between one and three years from the date of shipment. While the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of component suppliers, its warranty obligation is affected by product failure rates, material usage, and service delivery costs incurred in correcting a product failure. Should actual product failure rates, material usage, or service delivery costs differ from the estimates, revisions to the estimated warranty accrual and related costs may be required. The Company assesses the adequacy of its warranty liability at least quarterly and adjusts the amounts as necessary based on actual experience and changes in future expectations.

The following table reconciles changes in the Company's accrued warranty, which is included in accrued expenses and related costs for the three-month period ended July 31, 2005 (unaudited, in thousands):

Beginning accrued warranties and related costs	$	43
Warranties accrued		25
Warranties settled		(12)
Ending accrued warranties and related costs	$	56

Recent Accounting Pronouncements
In May 2005, the Financial Accounting Standards Board ("FASB") issued SFAS No. 154, "Accounting Changes and Error Corrections." SFAS 154 applies to all voluntary changes in accounting principle and requires retrospective application to prior periods' financial statements of changes in accounting principle, unless this would be impracticable. This statement also makes a distinction between "retrospective application" of an accounting principle and the "restatement" of financial statements to reflect the correction of an error. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company is evaluating the effect the adoption of this interpretation will have on its financial position, cash flows and results of operations.

NOTE 2. COMMITMENTS AND CONTINGENCIES

From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of business. These claims, even if not meritorious, could result in the expenditure of significant financial and other resources.

NOTE 3. LINE OF CREDIT

In May 2001, the Company obtained a line of credit, payable on demand, from Gemma Hwang ("Mrs. Hwang"), the spouse of the Company's CEO and majority stockholder, Dr. K. Philip Hwang, in the amount of $3.5 million. The Company can borrow money under this line of credit when needed in order to assure the continuity of operations. The Company granted to Mrs. Hwang a security interest in the following described property as collateral for the line of credit:

      a) 15,278 shares of the common stock of Xeline (Keyin Telecom);

      b) 45,000 shares of the common stock of Biomax;

      c) 285,714 shares of the common stock of Synertech;

      d) 30% from the TeleVideo Ningbo China equity;

      e) any and all intellectual property of TeleVideo, including but not limited to patents, hardware and software engineering documents;

      f) any and all trademarks, trade names and intangible assets of TeleVideo.

Under this line of credit, which bears interest at prime plus one percent per annum, the Company received $0.3 million in June 2001, $0.5 million in July 2001, $0.5 million in September 2001, $0.5 million in December 2001, $0.5 million in April 2002, $0.5 million in October 2002, $0.5 million in April 2003 and $0.2 million in June 2003. In November 2001, the Company paid back approximately $0.5 million from this loan by giving its interest in Alpha Technology and the proceeds from the Koram investment. Starting in May 2003, the interest for this note began to be accrued, rather than paid, as agreed between the Company and Mrs. Hwang.

In November 2003, Mrs. Hwang agreed to increase the maximum credit amount for the note payable from $3.5 million to $4.0 million, all other conditions remaining the same. Under the new agreement, the Company borrowed $0.3 million in November 2003 and $0.5 million in December 2003. As of October 31, 2004, the balance of the loan was $4.3 million, including principal of $4.0 million and accrued interest of approximately $0.3 million, with an interest rate of 6.25%.

During fiscal years 2003 and 2004, Xeline, Synertech and Ningbo China were written off from the Company's books due to permanent impairments in their fair market value, and, consequently, the value of the assets granted as security for this note was reduced.

During the quarter ended April 30, 2005, the Company paid down $150,000 of principal on the note payable in exchange for its investments in Biomax and Xeline for $50,000 and $100,000, respectively. At the end of year 2004, Xeline recorded a large stockholders deficit and the Company considered that it was a permanent impairment in the value of this investment. Consequently, the investment balance of approximately $0.2 million was written off as of October 31, 2004. In April 2005, due to the exchange transaction with Gemma Hwang, the Company recorded $100,000 gain on extinguishment of related party note payable in the financial statements.

Additionally, the Company has entered into a loan agreement with a related party. See Note 4 for more information regarding this transaction.

In June 2005, the Company received a letter from Mrs. Hwang, a related party, requesting immediate payment of approximately $4.3 million, representing total principal and accrued interest owed by the Company for the note as of that date. However, the Company has been unable to make cash payments on the line of credit due to its current liquidity status.

NOTE 4. RELATED PARTY TRANSACTIONS

TeleMann Sublease and Loan Receivable
The Company's CEO, Dr. K. Philip Hwang, is a 5% shareholder of TeleMann, Inc., a subsidiary of Global Telemann Systems, Inc. ("GTS"), a privately held company. Starting in 1999, GTS subleased a portion of the building located at 2345 Harris Way from the Company. From January 2001 to November 2004, GTS was unable to pay the monthly rental obligations under the lease agreement. In the first quarter of fiscal year 2004, the Company agreed to lend GTS up to $0.2 million, with an annual interest rate of 6%. In the first and second quarters of fiscal year 2004, GTS borrowed a total of $0.2 million. In the third quarter of fiscal 2004, the Company agreed to increase the maximum amount of this loan to $0.3 million and GTS borrowed an additional $0.1 million. The loan is personally guaranteed up to $0.2 million by the Company's CEO, Dr. K. Philip Hwang, and was expected to be paid back by November 30, 2004. As of July 31 2005, the balance of the loan was $0.2 million and $0.1 million was reserved. As of July 31, 2005, these loans to GTS have not been repaid, and the Company has hired an outside counsel to help with the collection process. Counsel has provided TeleVideo with drafts of the filings required to proceed with the collection process. The Company is reviewing those filings and expects to proceed as soon as possible.

NOTE 5. INVESTMENTS IN AFFILIATES

Cost Method

mySimon, Inc.
In September 1998, the Company invested $1.0 million in the online comparison shopping Internet company, mySimon, Inc., receiving convertible preferred stock. In February 2000, CNET Networks, Inc. (formerly, CNET, Inc.) completed the acquisition of mySimon, Inc. As a result of this acquisition, the Company received 375,108 shares of common stock of CNET Networks, Inc. ("CNET") in exchange for 100% of its interest in mySimon, Inc. In connection with this transaction, the Company adjusted its consolidated balance sheet to reflect the conversion to a marketable security. In January 2004, the Company sold all its remaining shares of CNET common stock and the proceeds of approximately $0.3 million were used for regular business activities.

Biomax Co., Ltd.
On May 12, 2000, the Company purchased, for a cash investment of approximately $0.9 million, an aggregate of 45,000 ordinary shares of Biomax Co., Ltd. ("Biomax"). Biomax was a startup company, with its principal offices located in Seoul, Korea, engaged in developing an herbal product to help lower cholesterol levels in humans. Its existing technology was developed by and obtained from the Korea Research Institute of Bioscience and Biotechnology. The Company's investment in Biomax represents a 15% interest in this privately held corporation. During the quarter ended April 30, 2005, the Company exchanged its investment in the common stock of Biomax for $50,000 of principal owed to Gemma Hwang. See Note 3 for more information regarding this related party note payable.

Xeline (Keyin) Telecom Co., Ltd.
On May 12, 2000, the Company purchased for approximately $2.5 million an aggregate of 15,278 ordinary shares of Xeline (Keyin) Telecom Co. Ltd. ("Xeline"). Xeline is a private company located in Seoul, Korea, that is engaged in developing power line technology for electricity transportation. The Company's investment in Xeline represents a 5.75% interest in this corporation. At the end of fiscal year 2004, Xeline recorded a large stockholders' deficit and the Company considered that it was a permanent impairment in the value of this investment. Consequently, the investment balance of approximately $0.2 million was written off as of October 31, 2004. During the quarter ended April 30, 2005, the Company exchanged its investment in the common stock of Xeline for $100,000 of principal owed to Gemma Hwang. See Note 3 for more information regarding this related party note payable.

NOTE 6. SEGMENT REPORTING/CONCENTRATIONS

The Company operates in two operating segments. One segment designs, produces, and markets high performance thin client network devices and terminals designed for office and home automation both domestically and internationally ("computer terminals") and the other segment owns and operates an office building in San Jose, California as the result of the Company's acquisition of TVCA, LLC during fiscal year 2004 ("office building"). The Company maintains all of its long lived assets in the United States of America. The Company's chief executive officer reviews a single set of financial data that encompasses the Company's entire operations for purposes of making operating decisions and assessing performance.

The table below presents information about certain revenues and income from operations used by the chief operating decision maker of the Company for the three and nine-months ended July 31, 2005 and 2004 (in thousands):

		Three Months Ended July 31,				Nine Months Ended July 31,
		2005		2004		2005		2004
Revenue:
Computer terminals	$	1,858	$	2,330	$	5,007	$	7,460
Office building		-		-		-		-
Consolidated total revenue	$	1,858	$	2,330	$	5,007	$	7,460
Net loss:
Computer terminals	$	(215)	$	(403)	$	(766)	$	(790)
Office building		(371)		-		(1,026)		-
Consolidated net loss	$	(586)	$	(403)	$	(1,792)	$	(790)

Assets by segment were as follows (in thousands):

		July 31, 2005		October 31, 2004
Computer terminals	$	2,422	$	3,596
Office building		5,392		5,529
Consolidated total assets	$	7,814	$	9,125

TeleVideo had export sales, primarily to Europe, Asia and Latin America, of approximately $0.3 million in the third quarter of the fiscal year 2005 and $0.1 million in the same period of fiscal 2004, representing 14% and 2% of total net sales, respectively.

The Company's sales are represented in principal by two main products, thin clients and terminals. Below is the break-out of sales of these products for each of three and nine-month periods ended July 31, 2005 and 2004, (unaudited, in thousands):

		Three Months Ended July 31,				Nine Months Ended July 31,
Product		2005		2004		2005		2004
Thin client	$	1,415	$	1,910	$	3,891	$	6,268
Terminals		432		370		1,088		1,126
Others		11		50		28		66
Total	$	1,858	$	2,330	$	5,007	$	7,460

NOTE 7. PURCHASE of TVCA, LLC and TVCA, INC

In December 1998, the Company sold its main facility (land and building) for approximately $11.0 million and concurrently leased back this facility over a 15-year lease term expiring in December 2013. The land component had been recorded as an operating lease. The building component had been accounted for as a capital lease, and was recorded at the fair value of approximately $6.3 million. As a result of the sale and leaseback, a deferred gain of approximately $8.0 million was recorded. The deferred gain attributable to the land element, which approximates $3.5 million, has been amortized over the 15-year lease life on a straight-line method. The deferred gain attributable to the building element, which approximates $4.5 million, had been amortized over the leased building asset life or over the 15-year lease term, on the straight-line method.

As of October 31, 2003, the total deferred gain on the land and building was $5.5 million.

On August 9, 2004, the Company agreed on consent to transfer 99.9% interest in TVCA, LLC and on the assignment of a 100% interest in TVCA, Inc. TVCA, LLC is the legal entity that owns the land and the building where the Company's headquarters is located. As consideration for the transfer of membership interests in TVCA, LLC and assignment of ownership of TVCA, Inc., the Company assumed the non-recourse mortgage loan payable in the principal balance of $8.8 million for which the property serves as security and cancelled the $2.4 million note receivable issued by Televideo under the 1998 sale-leaseback agreement. Additionally, the Company's CEO, Dr. K. Philip Hwang, personally contributed $0.1 million, reducing the Company's cost for this transaction with no additional obligation to the Company.

The fair market value of the property was appraised by an independent certified appraiser at $4.9 million and the Company received mortgage loan escrow deposits of approximately $0.7 million. The total amount of the mortgage loan assumed by the Company, for which the property served as security, was approximately $8.8 million, and the resulting difference between the assets received and debt assumed of $3.4 million was recorded as goodwill. In accordance with SFAS 142, "Goodwill and Other Intangible Assets," the statement requires a test for impairment to be performed annually, or immediately if conditions indicate that such an impairment could exist. The conditions that indicate a goodwill impairment exist is that the primary assets of TVCA, LLC, land and a building, is essentially vacant without any prospects of being leased in the near future. As of October 31, 2004, the Company recognized an impairment charge of $3.4 million for the book value of the goodwill.

The balance of the secured loan mortgage for the headquarters property was $8.8 million at April 30, 2005, with an interest rate of 8% per annum. Scheduled monthly payments are $68,000, including principal and interest, and the maturity date for this loan is January 1, 2009, when all remaining outstanding principal and interest must be paid.

Beginning in February 2005, the Company has been unable to make the monthly payments of $68,000 for principal and interest required under the loan agreement. As of July 31, 2005, due to the Company's incapacity to make scheduled payments starting in February 2005, additional interest and late fees in the amount of approximately $0.7 million have been accrued in accordance with the mortgage loan agreement. Under the terms of the promissory note agreement, the entire principal owing on the mortgage loan becomes immediately due and payable without notice for lack of payment. Accordingly, the entire principal balance has been reflected as currently payable in the accompanying financial statements. See note 8 for information related to foreclosure procedures initiated by the lender in August 2005.

NOTE 8. SUBSEQUENT EVENTS

Due to financial difficulties, starting in January 2005, the Company's stopped its rental payments to TVCA. As a result, TVCA was unable to make its payments required under the loan agreement and foreclosure proceedings were initiated against TVCA. TeleVideo and TVCA did not challenge such proceedings and assisted in expediting such process. In August 2005, John Connolly was named as the court appointed receiver for the headquarter property. On August 12, 2005, with the assistance of Mr. Connolly, TeleVideo entered into a Lease Termination Agreement and a new Industrial Lease with CW Capital Asset Management LLC ("CW Capital"). The Lease Termination Agreement terminated all obligations under TeleVideo prior lease on the condition that TeleVideo pay $75,000 to CW Capital upon closing of the transaction with Neoware. The Industrial Lease provides for a one-year lease of a majority of the headquarters building for TeleVideo at a monthly rent of $45,000. In order to assist TeleVideo in managing its cash flow, CW capital agreed to allow TeleVideo to defer $10,000 of the $45,000 monthly rent obligation until the close of the Neoware transaction. Additionally, $17,000 was paid in August 2005 upon signing of this agreement for prorated rent.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this report on Form 10-Q.  This report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1993, as amended.  The words "expects," "anticipates," "believes," "intends," "plans" and similar expressions identify forward-looking statements.  In addition, any statements which refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements.  We undertake no obligation to publicly disclose any revisions to these forward-looking statements to reflect events or circumstances occurring subsequent to filing this Form 10-Q with the Securities and Exchange Commission.  These forward-looking statements are subject to risks and uncertainties, including, without limitation, those discussed below in "Risk Factors."  Accordingly, our future results may differ materially from historical results or from those discussed or implied by these forward-looking statements.  Our fiscal year ends on the actual calendar month end of October 31.

Overview

We continue to focus our efforts toward providing high-performance Windows-based terminals to the business and consumer markets. In recent years, we have phased out the sale of multimedia products and monitors to focus on utilizing our expertise in server-based network computing to forge new ground in delivering thin-client solutions.

We face strong competition in the marketplace and continue to look for ways to improve operating efficiency. To lower the production costs, we have continued to negotiate with suppliers and also shifted many production processes overseas to subcontractors.

Recent Events

Sale of Thin Client Business
In January 2005, the Company entered into a definitive agreement with Neoware, Inc. ("Neoware"), one of its competitors, under which Neoware will acquire the Company's thin client business including all thin client assets, certain contract obligations, a trademark license, product brands, customer lists, customer contracts and non-competition agreements for $5 million in cash plus a potential earn-out based upon performance. In addition, starting January 12, 2005, TeleVideo has retained Neoware as its exclusive distributor and sales agent and all TeleVideo thin client products are available directly from Neoware. The transaction is subject to regulatory approval, and the acquisition is expected to close in September 2005. The agreement was amended on June 14, 2005, reducing the purchase price to $4 million, increasing the potential earn-out, and extending the termination date of the agreement.

Critical Accounting Policies

Warranty
We generally offer a one-year to three-year warranty on all products. A liability is recorded based on estimates of the costs that may be incurred under the warranty obligations and charge is made to cost of product revenues. While we engage in product quality programs and processes, including actively monitoring and evaluating the quality of component suppliers, the warranty obligation is affected by product failure rates, material usage, and service delivery costs incurred in correcting a product failure. Estimates of anticipated rates of warranty claims and costs per claim are primarily based on historical information and future forecasts. We periodically assess the adequacy of our recorded warranty liabilities and adjust the amounts as necessary. If actual warranty claims are significantly higher than forecast, or if the actual costs incurred to provide the warranty is greater than the forecast, the gross margins could be adversely affected.

Revenue Recognition
In accordance with Staff Accounting Bulletin No. 104, "Revenue Recognition in Financial Statements," we recognize revenue when products are shipped and all four of the following criteria are met: (i) persuasive evidence of arrangements exists; (ii) delivery has occurred; (iii) our price to the buyer is fixed or determinable; and (iv) collectibility is reasonably assured. We perform periodic evaluations of customers' financial condition, maintain a reserve for potential credit losses, and adjust the reserve periodically to reflect both actual and potential credit losses. In addition, such allowances provide for returns resulting from stock balancing agreements and price protection programs. Product warranties are based on the ongoing assessment of actual warranty expenses incurred.

Allowance for Doubtful Accounts
We make ongoing assumptions relating to the collectibility of accounts receivable in the calculation of the allowance for doubtful accounts. In determining the amount of the allowance, we make judgments about the creditworthiness of customers based on ongoing credit evaluations and assess current economic trends affecting our customers that might impact the level of credit losses in the future and result in different rates of bad debts than previously incurred. We also consider the historical level of credit losses. Our reserves historically have been adequate to cover actual credit losses.

Deferred Taxes
We account for income taxes using the asset and liability method in accordance with Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes." Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A deferred tax valuation allowance is provided for deferred tax assets when it is determined that it is more likely than not that amounts will not be recovered.

Inventories
Inventories are stated at the lower of cost or market. Cost is computed on a currently adjusted standard cost basis (which approximates average cost) for both finished goods and work-in-process and includes material, labor and manufacturing overhead costs. Lower of cost or market is evaluated by considering obsolescence, excessive levels of inventory, deterioration and other factors.

Results of Operations

The following table sets forth our results of operations expressed as a percentage of sales:

	Three Months Ended July 31,		Nine Months Ended July 31,
	2005	2004	2005	2004
Net sales	100.0%	100.0%	100.0%	100.0%
Cost of sales	82.5	80.0	77.8	77.5
Gross profit	17.5	20.0	22.2	22.5
Operating expenses:
Sales and marketing	12.0	12.6	13.1	14.9
Research and development	1.2	5.3	4.3	5.6
General and administration	16.4	20.0	23.4	18.3
Total operating expenses	29.6	37.9	40.8	38.8
Loss from operations	(12.1)	(18.0)	(18.6)	(16.4)
Rental income	-	-	-	2.2
Gain on CNET stock sale	-	-	-	2.7
Gain on extinguishments of note payable	-	-	2.0	-
Impairment losses on investment in affiliate	-	-	(0.4)	-
Interest expenses, net	(19.8)	(5.2)	(19.3)	(4.9)
Other income, net	0.4	5.9	0.5	5.8
Net loss	(31.5)	(17.3)	(35.8)	(10.6)

Three Months Ended July 31, 2005 compared to Three Months Ended July 31, 2004

Net Sales
Net sales for the third quarter of the fiscal year 2005 were approximately $1.9 million, compared to approximately $2.3 million for the same period in 2004, a decrease of approximately $0.5 million, or 20%.
Net sales of thin client products decreased in the third quarter of the fiscal year 2005 to approximately $1.4 million, from approximately $1.9 million in the same period in 2004. The decrease is due principally to an agreement signed with Neoware to sell our thin client business, resulting in Neoware becoming our sole thin client distributor starting January 2005. All of our old customers were requested to order directly from Neoware, resulting in delays in credit applications and order processing.

Cost of Sales
Cost of sales was approximately $1.5 million for the third quarter of fiscal year 2005, compared to $1.9 million for the same period in 2004, a decrease of approximately $0.3 million or 18%. As a percent of net sales, cost of sales was approximately 83% for the third quarter of fiscal 2005, compared to 80% for the same period in 2004. The decrease of cost of sales is primarily due to the decrease of total net sales.

Sales and Marketing
Sales and marketing expenses were approximately $0.2 million for the third quarter of fiscal 2005, compared to approximately $0.3 million for the same period in 2004, a decrease of approximately $0.1 million, or 24%. The decrease is due to the decrease of payroll and related expense, after the reduction of sales and marketing personnel during fiscal year 2005. As a percent of net sales, sales and marketing expenses decreased to approximately 12% for the third quarter of fiscal 2005, from approximately 13% for the same period in 2004.

Research and Development
Research and development expenses decreased to approximately $23,000 in the third quarter of fiscal 2005 from approximately $0.1 million in the same period of fiscal 2004, a decrease of $0.1 million or 81%. The decrease is due to the decrease of payroll and related expenses after the headcount of this department was reduced during fiscal year 2005.

General and Administrative
General and administrative expenses were approximately $0.3 and $0.5 million for third quarters of fiscal years 2005 and 2004, respectively, a decrease of approximately $0.2 million or 35%, due primarily to the decrease of accounting expenses related to the audit and restatements of our financial statements.

Interest Expense, net
Interest expense was approximately $0.4 million for the third quarter of fiscal year 2005, compared to approximately $0.1 million during the same period in fiscal year 2004, an increase of approximately $0.2 million or 203%. The increase is due to the purchase of TVCA, LLC in August 2004, resulting in an increase of interest expense due to the mortgage loan payable.

Other Income
Other income decreased from approximately $0.1 million for the third quarter of fiscal year 2004 to approximately $7,000 for the same period in 2005, a decrease of approximately $0.1 million or 95%. The decrease of other income is due principally to the termination of our sale-leaseback transaction in August 2004.

Nine Months Ended July 31, 2005 compared to Nine Months Ended July 31, 2004

Net Sales
Net sales for the first nine months of fiscal year 2005 were approximately $5.0 million, compared to approximately $7.5 million for the same period in 2004, a decrease of approximately $2.5 million, or 33%.
Net sales of thin client products decreased in the first nine months of fiscal year 2005 to approximately $3.9 million, from approximately $6.3 million in the same period in 2004. The decrease is due principally to an agreement signed with Neoware to sell our thin client business, resulting in Neoware becoming our sole thin client distributor starting January 2005. All of our old customers were requested to order directly from Neoware, resulting in delays in credit applications and orders processing.

Cost of Sales
Cost of sales was approximately $3.9 million for the first nine months of fiscal year 2005, compared to $5.8 million in the same period in 2004, a decrease of approximately $1.9 million or 33%. As a percent of net sales, cost of sales was approximately 78% for the first nine months of fiscal years 2005 and 2004. The decrease of cost of sales is primarily due to the decrease of total net sales.

Sales and Marketing
Sales and marketing expenses were approximately $0.7 million for the first nine months of fiscal 2005, compared to approximately $1.1 million for the same period in 2004, a decrease of approximately $0.5 million or 41%. The decrease is due to the reduction of sales and marketing personnel and the reduction in commission expense attributable to decreased sales activity. As a percent of net sales, sales and marketing expenses decreased to approximately 13% for the first nine months of fiscal 2005, from approximately 15% for the same period in 2004.

Research and Development
Research and development expenses decreased from approximately $0.4 million for the first nine months of fiscal 2004 to approximately $0.2 million for the same period in 2005, a decrease of approximately $0.2 million, or 49%, primarily due to the decrease of payroll and related expenses after the headcount of this department was reduced during fiscal year 2005.

General and Administrative
General and administrative expenses were approximately $1.2 million for the first nine months of fiscal years 2005, compared to approximately $1.4 million in the same period of fiscal 2004, a decrease of approximately $0.2 million or 14%. The decrease is due to the decrease of accounting expenses due to the prior year restatement of our financial statements.

Rental Income
Rental income was approximately $0.2 million for the first nine months of fiscal 2004. No rental income was recorded in the first nine months of fiscal 2005, due to the termination of sublease agreement in January 2004.

Gain on CNET Stock Sales
In the first six months of fiscal 2004, the Company recorded a gain of approximately $0.2 million from the sale of CNET stock. No sale of marketable securities was made during the first six months of fiscal year 2005.

Gain on extinguishment of related party note payable
At the end of the fiscal year 2004, Xeline recorded a large stockholders' deficit and the Company considered that it was a permanent impairment in the value of this investment. Consequently, the investment balance of approximately $0.2 million was written off as of October 31, 2004. In April 2005, this investment was exchanged for $0.1 million of note payable owed to Gemma Hwang. Consequently, we recorded a gain on extinguishment of related party note payable of $0.1 million in our financial statements.

Impairment losses on investment in affiliate
During the first nine months of the fiscal year 2005, the fair market value of Biomax decreased and, consequently, the value of this investment in our financial statements war reduced by approximately $22,000.

Interest Expense, net
Interest expense was approximately $1.0 million for the first nine months of fiscal 2005, compared to approximately $0.4 million during the first nine months of fiscal years 2004, an increase of approximately $0.6 million or 164%. The increase is due to the purchase of TVCA, LLC in August 2004, resulting in an increase of interest expense due to the mortgage loan payable.

Other Income
Other income decreased from approximately $0.4 million for the first nine months of fiscal year 2004 to approximately $24,000 for the same period in 2005, a decrease of approximately $0.4 million or 94%. The decrease of other income is due principally to the termination of our sale-leaseback transaction in August 2004.

Liquidity and Capital Resources

For the nine month period ended July 31, 2005, net cash used in operating activities of approximately $0.6 million was primarily attributable to a net loss and a decrease in accounts payable, partially offset by a decrease in inventory and accounts receivable and an increase in accrued liabilities. The decrease of accounts payable was primarily due to payments for inventory acquired at the end of fiscal year 2004, while the decrease of accounts receivable and inventory was due to a decrease in net sales. The increase in accrued liabilities was due to unpaid interest for the headquarters' property and Gemma Hwang loans. For the nine month period ended July 31, 2004, net cash used in operating activities of $0.9 million was primarily attributable to a net loss from operations, a decrease in accounts payable and an increase in accounts receivable and prepaids, partially offset by a decrease in inventories and an increase in accrued liabilities. The decrease in accounts payable was due to payments made during the period for inventory acquired at the end of fiscal year 2003 related to the replacement of our old motherboard for thin clients, VIA, with a new motherboard, TRANSMETA, while the decrease in inventory and increase in accounts receivable were due to an increase in net sales. Prepayments were also made during the period to our suppliers in connection with purchase orders issued. The increase in accrued liabilities is related to unpaid lease obligation after we stopped payments in January 2004.

For the nine month period ended July 31, 2004, net cash provided by investing activities of approximately $0.1 million was represented by proceeds from CNET stock sold in January 2004 and payments received for note receivable, partially offset by a loan granted to a related party.

For the nine month period ended July 31, 2005, net cash used in financing activities of approximately $24,000 was comprised of mortgage payments for the headquarters property loan, starting in August 2004. For the nine month period ended July 31, 2004, net cash provided by financing activities of approximately $0.7 million was comprised of amounts borrowed from Gemma Hwang under the line of credit, partially offset by lease payments against the capital lease obligation.

In March 2000, we received approximately 375,000 shares of CNET common stock when CNET acquired mySimon, an internet company. During fiscal 2000, we sold approximately 335,000 shares of CNET stock, the aggregate proceeds of which were $10,953,000. During fiscal 2001, we sold approximately 8,000 shares of CNET stock for approximately $0.3 million. In January 2004, we sold all remaining CNET shares of stock and the proceeds of approximately $0.3 million were used for regular business activities.

In December 1998, we sold our 69,360 square foot headquarters building in San Jose, California, including land and improvements, to TVCA, LLC, a Delaware limited liability company ("TVCA") unaffiliated with us, for $11.0 million. Consideration consisted of $8.25 million in cash and a $2.75 million promissory note. The interest rate for this note was 7.25% per annum. Principal and accrued interest were payable in equal monthly installments of $21,735 on the first day of each month through December 1, 2013, with the remaining principal due at that time.

We concurrently leased back this facility over a 15-year lease term expiring in December 2013. The land component had been recorded as an operating leaseback. The building component has been accounted for as a capital lease, whereby a leased building asset and capital lease obligation were recorded at the fair value of approximately $6.27 million. As a result of the sale for $11.0 million, a deferred gain of approximately $8.0 million was recorded. The deferred gain attributable to the land element, which approximates $3.5 million, is being amortized over the 15-year lease life using the straight-line method. The deferred gain attributable to the building element, which approximates $4.5 million, is being amortized over the leased building asset life, which has been determined to be the 15-year lease term, on a straight-line method.

In December 2000, we entered into a lease agreement to sublease a portion of our main facility to a company unaffiliated with us. The operating sublease provided that the sublessee pay taxes, maintenance, insurance and other occupancy expense applicable to the subleased premises. The lease agreement expired on January 10, 2004 and was not renewed.

On August 9, 2004, the Company purchased all the membership interests in TVCA, LLC ("TVCA") from affiliates of its landlord. TVCA is the entity that owns the property at which the Company's headquarters are located. As consideration for the membership interests in TVCA, the Company paid $10.00. In addition to owning the property at 2345 Harris Way, TVCA is also obligated under a certain non-recourse promissory note with a principal balance of approximately $8.8 million for which the property serves as security. See Note 7 of notes to financial statements for more information about this transaction.

During fiscal year 2004, the Company had serious financial difficulties due to the continuous loss from operations, the ending of the sublease agreement with its tenant and the decision of Gemma Hwang to stop financing the Company. As a result, the Company was unable to meet its obligation under the lease agreement for the headquarters property, and the Company entered into an agreement to cancel the lease agreement and to purchase TVCA, LLC ("TVCA"), the legal entity which owned the headquarters property. In exchange, the Company assumed the loan obligations collateralized by the property. After acquiring the property in August 2004, total monthly obligations were reduced from approximately $120,000 per the lease agreement to approximately $82,000 for loan and escrow payments. At the same time, the Company continued to record losses from operations and its financial condition was deteriorating. After an analysis of the revenue forecast for fiscal year 2005, it was determined that the anticipated sales would not generate enough cash flow to continue operations through the end of the year. Consequently, if there is not a significant improvement in our operations' activities, a substantial increase in sales or a significant reduction of operational expenses, and we are unable to find additional sources of income or financing resources, including the rental of our available space at the headquarters property, we may be unable to sustain our operations through the end of fiscal 2005.

Due to financial difficulties, starting in January 2005, the Company's stopped its rental payments to TVCA. As a result, TVCA was unable to make its payments required under the loan agreement and foreclosure proceedings were initiated against TVCA. TeleVideo and TVCA did not challenge such proceedings and assisted in expediting such process. In August 2005, John Connolly was named as the court appointed receiver for the headquarter property. On August 12, 2005, with the assistance of Mr. Connolly, TeleVideo entered into a Lease Termination Agreement and a new Industrial Lease with CW Capital Asset Management LLC ("CW Capital"). The Lease Termination Agreement terminated all obligations under TeleVideo prior lease on the condition that TeleVideo pay $75,000 to CW Capital upon closing of the transaction with Neoware. The Industrial Lease provides for a one year lease of a majority of the headquarters building for TeleVideo at a monthly rent of $45,000. In order to assist TeleVideo in managing its cash flow, CW capital agreed to allow TeleVideo to defer $10,000 of the $45,000 monthly rent obligation until the close of the Neoware transaction. Additionally, $17,000 was paid in August 2005 upon signing of this agreement for prorated rent.

In January 2005, the Company entered into a definitive agreement with Neoware, Inc. ("Neoware"), one of its competitors, under which Neoware will acquire the Company's thin client business, including all thin client assets, certain contract obligations, a trademark license, product brands, customer lists, customer contracts and non-competition agreements for $5 million in cash plus a potential earn-out based upon performance. In addition, as of January 12, 2005, TeleVideo retained Neoware as its exclusive distributor and sales agent and all TeleVideo thin client products are available directly from Neoware. The transaction is subject to regulatory approval and the acquisition is expected to close in September 2005. The agreement was amended on June 14, 2005, reducing the purchase price to $4 million, increasing the potential earn-out, and extending the termination date of the agreement.

In May 2001, we obtained a line of credit from Gemma Hwang ("Mrs. Hwang"), the spouse of the Company's CEO and majority stockholder, Dr. K. Philip Hwang, in the amount of $3.5 million. We can borrow money under this line of credit when needed in order to assure the continuity of operations. We granted Mrs. Hwang a security interest in the following described property as collateral for the line of credit:

      a) 15,278 shares of the common stock of Xeline (Keyin Telecom);

      b) 45,000 shares of the common stock of Biomax;

      c) 285,714 shares of the common stock of Synertech;

      d) 30% from the TeleVideo Ningbo China equity;

      e) any and all intellectual property of TeleVideo, including but not limited to patents, hardware and software engineering documents;

      f) any and all trademarks, trade names and intangible assets of TeleVideo.

Under this line of credit, which bears interest at prime plus one percent per annum, payable monthly, we received $0.3 million in June 2001, $0.5 million in July 2001, $0.5 million in September 2001, $0.5 million in December 2001, $0.5 million in April 2002, $0.5 million in October 2002, $0.5 million in April 2003 and $0.2 million in June 2003. In November 2001, we paid back approximately $0.5 million from this loan by giving our interest in Alpha Technology and the proceeds from the Koram investment. Starting in May 2003, the interest for this note began to be accrued, rather then paid, as agreed between Mrs. Hwang and us.

In November 2003, we increased the maximum amount of our line of credit with Mrs. Hwang from $3.5 million to $4.0 million, and borrowed an additional $0.8 million under this line of credit. As of April 30, 2005, the credit line with Mrs. Hwang was fully utilized, having a balance of approximately $4.3 million, including approximately $4.0 million principal and approximately $0.3 million accrued interest. In December 2003, Mrs. Hwang refused to extend additional funding to our Company.

During fiscal years 2003 and 2004, Xeline, Synertech and Ningbo China were written off from the Company's books due to permanent impairments in their fair market value, and, consequently, the value of the assets granted as security for this note was reduced.

During the quarter ended April 30, 2005, the Company exchanged its investments in the common stock of Biomax for $50,000 and Xeline for $100,000 of principal owed to Mrs. Hwang. At the end of year 2004, Xeline recorded a large stockholders deficit and the Company considered that it was a permanent impairment in the value of this investment. Consequently, the investment balance of approximately $0.2 million was written off as of October 31, 2004. In April 2005, due to the exchange transaction with Gemma Hwang, we recorded $100,000 gain from extinguishment of related party note payable in our financial statements.

In June 2005 we received a letter from Mrs. Hwang, requesting immediate payment of approximately $4.3 million, representing total principal and accrued interest owed by us under this line of credit. However, we have been unable to make additional cash payments on the line of credit due to our liquidity status.

Summary of Liquidity

We used net cash in operations of approximately $0.6 million and $0.9 million for the nine-month periods ended July 31, 2005 and 2004, respectively.  In the first quarter of 2004, we sold all CNET shares of stock, and the proceeds have been used for regular business activities. Also, in the first quarter of 2004, we increased the maximum amount of our line of credit with Gemma Hwang from $3.5 million to $4.0 million, and borrowed an additional $0.8 million under this line of credit. The credit line with Gemma Hwang is fully utilized and Gemma Hwang has refused to extend additional funding to our Company.

Our loan for headquarters property has a balance of approximately $8.8 million as of July 31, 2005, and we are required to make monthly payments of approximately $68,000, including principal and interest, under the loan agreement. Beginning in February 2005, we were unable to make required monthly payments.

Due to our experience of recurring losses, we may be required to seek to raise additional financing through the issuance of debt or equity or through other means such as customer prepayments, asset sales or secured borrowings. If additional funds are raised through the issuance of equity, debt securities or secured borrowings, these securities could have rights, preferences and privileges senior or otherwise superior to that of the our common shares, and the terms of any debt could impose restrictions on our operations. The sale of additional equity or convertible debt securities could result in additional dilution to the our shareholders and such securities may have rights, preferences and privileges senior or otherwise superior to those held by existing shareholders. If we cannot raise funds on terms favorable to us, or raise funds at all, we may not be able to develop or enhance our products, take advantage of future opportunities or respond to competitive pressures or unanticipated requirements. If we are unable to raise additional funds, we may be required to reduce the scope of our planned operations, which could harm our business, or we may need to cease operations.

As of July 31, 2005, we had a working capital deficit of approximately $12.3 million, as compared to $2.0 million capital deficit recorded as of October 31, 2004, an increase of $10.2 million or 502%.

Recent Accounting Pronouncements

In May 2005, the Financial Accounting Standards Board ("FASB") issued SFAS No. 154, "Accounting Changes and Error Corrections." SFAS 154 applies to all voluntary changes in accounting principle and requires retrospective application to prior periods' financial statements of changes in accounting principle, unless this would be impracticable. This statement also makes a distinction between "retrospective application" of an accounting principle and the "restatement" of financial statements to reflect the correction of an error. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company is evaluating the effect the adoption of this interpretation will have on its financial position, cash flows and results of operations.

Factors that May Affect Future Results (Risk Factors)

Additional Financing

We may require additional capital to fund our operations during the remainder of fiscal 2005 and beyond. We have had recurring net losses in the past three fiscal years and for the first six months of fiscal year 2005. Management is currently attempting to create and execute plans intended to increase revenues and margins and to reduce spending. If we are unable to raise additional funds, we may be required to reduce the scope of our planned operations, which could harm our business, or we may need to cease operations.

In the first quarter of 2004, we increased the maximum amount of our line of credit with Gemma Hwang from $3.5 million to $4.0 million, and borrowed an additional $0.8 million under this line of credit. As of the end of the second quarter of 2005, the credit line with Gemma Hwang was fully utilized, and Gemma Hwang refused to extend additional funding to our Company. In the third quarter of fiscal year 2005, Gemma Hwang requested the repayment of entire amount owed by the Company under this line of credit. However, we have been unable to make additional cash payments on the line of credit due to our liquidity status.

Competitive Markets

The thin client and terminal markets are intensely competitive. The principal elements of competition are pricing, product quality and reliability, price/performance characteristics, compatibility, marketing and distribution capability, service and support, and reputation of the manufacturer. We compete with a large number of manufacturers, most of which have significantly greater financial, marketing and technological resources than our Company. There can be no assurance that we will be able to compete effectively against these companies.

Product Development

The computer market is characterized by rapid technological change and product obsolescence, often resulting in short product life cycles and rapid price declines. Our operations will continue to depend primarily on our ability to continue to reduce costs through manufacturing efficiencies and price negotiation with suppliers, the continued market acceptance of our existing products, and our ability to develop and introduce new products. There can be no assurance that we will successfully develop new products or that the new products we develop will be introduced in a timely manner and receive substantial market acceptance. There can also be no assurance that product transitions will be managed in such a way as to minimize inventory levels and obsolescence of discontinued products. Our operating results could be adversely affected if we are unable to manage successfully all aspects of product transitions.

Single-sourced Products

We generally use standard parts and components available from multiple suppliers. However, certain parts and components used in our products are obtained from a single source. If, contrary to our expectations, we are unable to obtain sufficient quantities of any single-sourced components, we will experience delays in product shipments.

Reliance on Forecasts

We offer our products through various distribution channels. Changes in the financial condition of, or in our relationship with, our distributors could cause actual operating results to vary from those expected. Also, our customers generally order products on an as-needed basis. Therefore, virtually all product shipments in a given fiscal quarter result from orders received in that quarter. We anticipate that the rate of new orders will vary significantly from month to month. Our manufacturing plans and expenditure levels are based primarily on sales forecasts. Consequently, if anticipated sales and shipments in any quarter do not occur when expected, expenditure and inventory levels could be disproportionately high, and our operating results for that quarter, and potentially future quarters, would be adversely affected.

Factors that Could Affect Stock Price

The market price of our common stock could be subject to fluctuations in response to quarter to quarter variations in operating results, changes in analysts' earnings estimates, and market conditions in the computer technology industry, as well as general economic conditions and other factors external to our Company.

Foreign Currency and Political Risk

We market our products worldwide. In addition, a large portion of our part and component manufacturing, along with key suppliers, are located outside the United States. Accordingly, our future results could be adversely affected by a variety of factors, including fluctuation in foreign currency exchange rates, changes in a specific country's or region's political or economic conditions, trade protection measures, import or export licensing requirements, unexpected changes in regulatory requirements, and natural disasters.

Legislative Actions and New Accounting Pronouncements

Regulatory changes, including the Sarbanes-Oxley Act of 2002, and new accounting pronouncements or regulatory rulings, have had and will have an impact on our future financial position and results of operations. The Sarbanes-Oxley Act of 2002 and other rule changes and proposed legislative initiatives are likely to increase general and administrative costs. Further, changes in accounting rules, including the accounting for employee stock options as an expense will increase our general and administrative expenses. These and other potential changes could materially increase the expenses we report under generally accepted accounting principles, and adversely affect our operating results.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is subject to market risk for changes in interest rates, because its line of credit with Gemma Hwang has a variable interest rate, equal to the Wall Street Journal prime rate published at the beginning of each month, plus one percent. The Company may be able to renegotiate its agreement with Gemma Hwang, regarding the interest rate, as it happened in fiscal 2002, but the success of these negotiations cannot be assured. As of July 31, 2005, the balance of this note plus accrued interest was $4.3 million and the interest rate was 7.25%.

The market risk for changes in the interest rate for the Company's investments is not significant because these investments are limited to highly liquid instruments with maturities of three months or less. At July 31, 2005, the Company had approximately $0.2 million classified as cash and cash equivalents.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures. To address the material weaknesses in the Company's ability to prepare timely financial statements that conform with US GAAP, the Company has undertaken the following measures:

• engaged outside auditors with substantially more experience and expertise than the Company's previous auditors;
• expended over $300,000, including $240,000 to restate prior financial statements and $60,000 to retain additional experienced accounting personnel to oversee recent filings and further train the Company's internal accounting personnel; and
• investigated and pursued ways to simplify the Company's business, including the pending asset sale to Neoware described under recent events under Item 2, Management's Discussion and Analysis of Financial Conditions and Results of Operations.

The material weakness that exists with respect to the Company's accounting records for stock options (as described in the notes to the financial statements) related to the loss of certain calculations concerning, among other things, Black-Scholes valuation of the outstanding options and the related software program to perform this and other necessary calculations. The Company's auditors were unable to complete audit work of the Company's stock option plan disclosure because the SFAS 148/123 fair value calculations were not available. However, given that no options have been granted in some time and that even a full exercise of any outstanding options would not result in a dilution of net income per share (given the Company's losses), the Company determined that the expense of performing the calculations, in terms of cash expenditures and employee training and resources, outweighed the limited benefits of such information to its stockholders. The Company therefore believes that the lack of such analysis, as further described in the notes to the financial statements, is not material to the Company's finances taken as a whole. As of July 31, 2005, this material weakness continued to exist.

The Company believes that the material weaknesses resulted primarily from the Company's attempts to reduce General and Administrative expenses over the last several years by reducing the number of its staff with finance and accounting responsibilities (especially staff with substantial US GAAP expertise), and by engaging less expensive, and somewhat less experienced predecessor auditors who were engaged to review its financial statements.

Our Chief Executive Officer and our Chief Financial Officer have evaluated the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as at July 31, 2005 (the "Evaluation Date"). They have concluded that as of the Evaluation Date, in light of the weakness in the preparation of timely financial reports that conform with US GAAP as described above (which we have identified as a material weakness and which has been corrected since the Evaluation Date) and in light of the weakness in the maintenance of appropriate books and records related to stock option disclosure requirements (which we have identified as a material weakness and which has not been corrected since the Evaluation Date), our disclosure controls and procedures at that time cannot be deemed to have been effective to ensure that material information relating to us and our consolidated subsidiaries was accumulated, recorded, processed, summarized, communicated to management, including our Chief Executive Officer and our Chief Financial Officer, and reported in a timely manner.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of such controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their controls objectives. Acknowledging this, we have designed our disclosure controls and procedures to provide such reasonable assurance.

(b) Changes in Internal Controls. There was no change in our internal control over financial reporting that occurred during the quarter ended July 31, 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits

31.	Separate Certifications of the Chief Executive Officer and Chief Financial Officer of the Registrant required by Section 302 of the Sarbanes-Oxley Act of 2002.
32.	Combined Certification of the Chief Executive Officer and Chief Financial Officer of the Registrant required by Section 906 of the Sarbanes-Oxley Act of 2002.

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.

TELEVIDEO, INC.
(Registrant)

By:     /s/ K. PHILIP HWANG                                                                                      Date:
           K. Philip Hwang                                                                                                  September 21, 2005
           Chairman of the Board and Chief Executive Officer

By:     /s/ RICHARD KIM                                                                                             Date:
           Richard Kim                                                                                                         September 21, 2005
           Vice President of Marketing and Human Resources
           and Acting Chief Financial Officer