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

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

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No information has been provided because this item is not applicable.

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We record estimated reductions to revenue for customer returns and warranty claims based on historical experience. If actual customer returns or warranty claims increase as a result of future product introductions or changes in product quality, we may be required to recognize additional reductions to revenue.

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We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

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We provide for valuation reserves against our inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those we project, additional inventory valuation reserves may be required.

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We hold minority equity interests in other companies. We may record an investment impairment charge if we believe an investment has experienced a decline in value that is other than temporary. Future adverse changes in market conditions or poor operating results of underlying investments could result in losses or our inability to recover the carrying value of the investments that may be less than an investment’s current carrying value, possibly requiring an impairment charge in the future.

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We record the estimated liability for premises not used in current operations based on the present value of all expected future payments related to the lease. If additional payments are required under the terms of the lease or our underlying assumptions regarding the appropriate discount rate to use in calculating that present value change, we may be required to increase the amount of the recorded liability.

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a significant reduction in the costs of products in the respective markets,

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the availability of components required by such products, and

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the emergence of competing technologies.

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reduced control over manufacturing and delivery schedules of products,

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potential political or environmental risks in the countries where the manufacturing facilities are located,

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reduced control over quality assurance,

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difficulty of management of manufacturing costs and quantities,

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potential lack of adequate capacity during periods of excess demand, and

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potential misappropriation of intellectual property.

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fluctuations in currency exchange rates, tariffs, import restrictions and other trade barriers,

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unexpected changes in regulatory requirements,

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longer payment periods,

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ability to enforce contracts or payment terms,

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potentially adverse tax consequences,

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export license requirements,

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political and economic instability, and

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unexpected changes in diplomatic and trade relationships.

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Unexpected changes in, or impositions of, legislative or regulatory requirements,

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Delays resulting from difficulty in obtaining export licenses for certain technology, tariffs, quotas and other trade barriers and restrictions,

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Imposition of additional taxes and penalties,

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The burdens of complying with a variety of foreign laws, and

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Other factors beyond our control, including acts of terrorism, which may delay the shipment of our products, impair our ability to travel or our ability to communicate with foreign locations.

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stop selling products or using technology that contain the allegedly infringing intellectual property,

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attempt to obtain a license to the relevant intellectual property, which license may not be available on reasonable terms or at all, and

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attempt to redesign those products that contain the allegedly infringing intellectual property.

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implement and improve operational and financial systems,

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train and manage our employee base, and

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attract and retain qualified personnel with relevant experience.

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We may experience difficulty in assimilating the acquired operations and employees;

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We may be unable to retain the key employees of the acquired operations;

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The acquisitions may disrupt our ongoing business;

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We may not be able to incorporate successfully the acquired technologies and operations into our business and maintain uniform standards, controls, policies and procedures; and

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We may lack the experience to enter into new markets, products or technologies.

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actual or anticipated fluctuations in our operating results;

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changes in expectations as to our future financial performance;

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changes in financial estimates of securities analysts;

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changes in market valuations of other technology companies;

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announcements by us or our competitors of significant technical innovations, design wins, contracts, standards or acquisitions;

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the operating and stock price performance of other comparable companies; and

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the number of our shares that are available for trading by the public and the trading volume of our shares.

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(1)

Incorporated by reference to the Registrant’s Registration Statement on Form S-4 (File No. 333-72202) filed with the Securities and Exchange Commission on October 25, 2001, as amended.

(2)

Incorporated by reference to the Registrant’s Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on July 29, 2002

(3)

Incorporated by reference to the Registrant’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on June 28, 2002.

(4)

Incorporated by reference to Faroudja Laboratories, Inc.’s Form S-1 (File No. 333-32375) filed with the Securities and Exchange Commission on July 30, 1997, as amended.