UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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: October 31, ~~2003~~2004

Or

[ ] 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

[ ] 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 94-2383795

Delaware 94-2383795

(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

2345 Harris Way,
San Jose, California 95131

(Address of principal executive offices)

(Zip Code)

~~(State~~Registrant's ortelephone ~~other~~number, ~~jurisdiction~~including of area code: (~~IRS Employer Identification No.~~408) ~~incorporation~~ 954-8333 ~~or organization)~~

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.01 par value
(Title of Class)

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 [ ] No[ X]

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 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. [ ]

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

The approximate aggregate market value of registrant's common stock held by non-affiliates on ~~December~~February 325, ~~2004~~2005 (based upon the closing sales price of such stock as reported in the over the counter market as of such date) was $1,~~922~~357,~~700~~200.

As of ~~December 3~~April 1, ~~2004~~2005, 11,310,000 shares of registrant's common stock were outstanding.

Disclosure Regarding Forward-looking Statements

This Annual Report on Form 10-K for the fiscal year ended October 31, ~~2003~~2004 includes certain statements that may be deemed to be "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical facts, included in this Annual Report that address activities, events or developments that the ~~company~~Company expects, believes or anticipates will or may occur in the future, including, but not limited to, such matters as future product development, business development, marketing arrangements, future revenues from contracts, business strategies, expansion and growth of the ~~company~~Company's operations and other such matters are forward-looking statements. These kinds of statements are signified by words such as "believes," "anticipates," "expects," "intends," "may," "will"," and other similar ~~expressions~~expressio ns. However, these words are not the exclusive means of identifying such statements. These statements are based on certain assumptions and analyses made by the ~~company~~Company in light of its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, including the risk factors discussed below, general economic and business conditions, the business opportunities (or lack thereof) that may be presented to and pursued by the ~~company~~Company, changes in law or regulations and other factors, many of which are beyond control of the ~~company~~Company. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements.

To obtain a free copy of this Form 10-K, please send your written request to TeleVideo, Inc., 2345 Harris Way, San Jose, CA 95131. More information about TeleVideo is available on our website, at www.televideo.com.

TABLE OF CONTENTS

PART I ITEM 1. BUSINESS ITEM 2. PROPERTIES ITEM 3. LEGAL AND OTHER PROCEEDINGS ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ITEM 6. SELECTED FINANCIAL DATA ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE ITEM 9A. CONTROLS AND PROCEDURES PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ITEM 11. EXECUTIVE COMPENSATION ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES SIGNATURES

Introductory Statement

References in this Form 10-K to "TeleVideo," the "Registrant," "We," or the "Company" refer to TeleVideo, Inc. and its subsidiaries unless the context indicates otherwise. This report contains registered and unregistered trademarks of other companies.

PART I

~~Item~~ITEM 1. ~~Business~~ BUSINESS

Restatement of Financial Statements

~~For~~The Company has restated its consolidated financial statements for the fiscal years ended October 31, 2001 and 2002 and for the quarters ended January 31, 2001 through July 31, 2003. All applicable financial information ~~concerning~~contained in this Form 10-K gives effect to these restatements. Accordingly, the ~~background~~financial ofstatements for those periods described above that have been included in the ~~restatement~~Company's previous filings with the Securities and Exchange Commission ("SEC") in 2003 or earlier or included in previous announcements in 2003 or earlier should not be relied upon. The Company's Form 10-K for the ~~specific~~fiscal ~~adjustments~~year ~~made~~ended October 31, 2003, filed with the SEC on anDecember ~~annual~~20, ~~and~~2004, ~~quarterly~~contains ~~basis~~restated information for all of the above-mentioned periods. The restatement is discussed in the Form 10-K, ~~see~~Item 6, "Selected Financial Data," Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations -Restatement of Financial Statements," ~~and~~ Notes 2 and 15 of the ~~Notes~~notes to ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements included in Item 8, and Item 9A, "Controls and Procedures." The information contained in this Form 10-K should be read in conjunction with the relevant information contained in that Form 10-K.

The net effect of the restatement adjustments applicable to periods reported in this Form 10-K is to decrease our net loss by approximately $0.1 million, or $0.007 per share, for the fiscal year ended October 31, 2002. Our consolidated statement of cash flow has been restated to reflect changes in assets and liabilities resulting from restatement adjustments during the period as discussed above. See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations-Restatement of Financial Statements" and Note 2 of the notes to consolidated financial statements included in Item 8 for additional information regarding the restatement.

The Company

Founded in 1975, TeleVideo has been a market leader providing innovative high performance terminal and network computer products to the business and consumer markets. The Company markets its products worldwide primarily through distributors, value-added resellers ("VARs"), systems integrators, and original equipment manufacturers ("OEMs").

The Company first became a leader in the video display terminal industry by introducing a new generation of "smart" terminals based on the Intel microprocessor at a time when "dumb" terminals were the industry standard. TeleVideo holds a number of proprietary terminal emulations, including the TV910 and TV9425, which have been an industry standard for more than 15 years and are currently used in millions of terminals worldwide. ~~Today,~~ TeleVideo ishas ~~utilizing~~been using its ~~expertise~~experience in server-based network computing to forge new ground in delivering thin-client solutions. Thin-clients are a category of terminals that do not have local storage devices, and all the programs and data are saved on the server.

Products

TeleCLIENT Family

TeleVideo TeleCLIENT thin clients product families are the ideal thin clients, designed and optimized for use with all business critical applications. TeleCLIENTs are also designed to lower the Total Cost of Ownership (TCO) in client/server based network environments by increasing security and reducing administration at every desktop. All TeleCLIENTs are loaded with either Microsoft's Remote Desktop Protocol (RDP) that executes along Microsoft Windows 2000 and 2003 Server or the Citrix Independent Computing Architecture (ICA) protocol through Citrix MetaFrame products.

~~TeleVideo~~With ~~TeleCLIENT~~the ~~thin~~deployment ~~clients~~of ~~product~~TeleCLIENTs ~~families~~in ~~are~~ the ~~ideal thin clients~~network, ~~designed~~users ~~and~~have ~~optimized~~the ~~for~~ability ~~use~~to ~~with~~access ~~all~~and ~~business~~manage windows-based ~~critical~~ applications~~. TeleCLIENTs~~ ~~are~~for ~~also~~healthcare, ~~designed~~manufacturing, toeducation, ~~lower~~financial, ~~the~~government, ~~Total~~hospitality, ~~Cost~~and ofPOS ~~Ownership~~ (~~TCO)~~point inof ~~client/server~~sale) ~~based~~applications, ~~network~~all ~~environments~~within bythe ~~increasing~~familiar ~~security~~Microsoft ~~and~~Windows ~~reducing~~user ~~administration at every desktop~~interface. ~~All~~Compared ~~TeleCLIENTs~~to ~~are~~traditional ~~loaded~~display ~~with~~terminals, ~~either~~TeleCLIENTs ~~Microsoft's~~allow ~~Remote~~access ~~Desktop~~to ~~Protocol~~legacy ~~(RDP)~~servers ~~that executes along Microsoft Windows 2000~~ and ~~2003~~the ~~Server~~Internet, orthereby allowing the ~~Citrix~~use ~~Independent~~of ~~Computing~~traditional ~~Architecture~~mainframe ~~(ICA)~~applications ~~protocol~~together ~~through~~with ~~Citrix~~the ~~MetaFrame~~performance ~~products~~of web-based services.

~~With~~TeleCLIENTs ~~the~~can ~~deployment~~be ofloaded ~~TeleCLIENTs~~with inany of the ~~network,~~Microsoft ~~users~~Windows ~~have~~CE.net, ~~the~~Microsoft ~~ability~~XPe, toor ~~access~~Linux ~~and~~operating ~~manage~~systems. Integrated ~~Windows~~with ~~based~~a ~~applications~~15 ~~for~~or 17-inch ~~healthcare~~LCD, ~~manufacturing~~stand-alone, ~~education,~~internal ~~financial~~wireless, ~~government~~touchscreen, ~~hospitality,~~ and ~~POS~~smart ~~(point~~card ofreaders ~~sale)~~are ~~applications,~~just ~~all~~a ~~within~~few of the ~~familiar~~features, ~~Microsoft Windows user interface. Compared to traditional display terminals~~options, ~~TeleCLIENTs allow access to legacy servers~~ and ~~the~~form ~~Internet,~~factors ~~thereby~~TeleCLIENT ~~allowing the use of traditional mainframe applications together with the performance of web-based services~~supports.

TeleCLIENTs can be loaded with any of the Microsoft Windows CE.net, Microsoft XPe, or Linux operating systems. Integrated with a 15- or 17-inch LCD, stand-alone, internal wireless, touchscreen, and smart card readers are just a few of the features, options, and form factors TeleCLIENT supports.
TeleManager Management Software

TeleManager Management Software reduces the cost of deploying and managing TeleCLIENTs with an easy to use, integrated Microsoft Management Console-compatible solution that provides operating system deployment, configuration, and remote administration. TeleManager provides administrators a single point for deployment, management, migration, and support for TeleCLIENTs. Based on SNMP and TCP/IP networking protocols, TeleManager can prepare an entire department for operating system upgrades, remote configuration of network properties, and edit and create RDP and ICA sessions. TeleManager provides maximum flexibility by providing management tools to remotely configure TeleCLIENT TC7000, TC8000, and MC series of thin clients.

TeleManager Management Software reduces the cost of deploying and managing TeleCLIENTs with an easy to use, integrated Microsoft Management Console-compatible solution that provides operating system deployment, configuration, and remote administration.
TeleManager provides administrators a single point for deployment, management, migration, and support for TeleCLIENTs. Based on SNMP and TCP/IP networking protocols, TeleManager can prepare an entire department for operating system upgrades, remote configuration of network properties, and edit and create RDP and ICA sessions. TeleManager provides maximum flexibility by providing management tools to remotely configure TeleCLIENT TC7000, TC8000, and MC series of thin clients.
Video Display Terminals

The 990 is a general-purpose terminal with ASCII, ANSI, and PC TERM operating modes. For maximum versatility and flexibility, the terminal is compatible with a wide variety of keyboard styles and allows users to interface to a bar code scanner, wand reader, credit card reader, electronic scale, or other specialized keyboards for point-of-sale or point-of-transaction processing.

The 990 is a general-purpose terminal with ASCII, ANSI, and PC TERM operating modes. For maximum versatility and flexibility, the terminal is compatible with a wide variety of keyboard styles and allows users to interface to a bar code scanner, wand reader, credit card reader, electronic scale, or other specialized keyboards for point-of-sale or point-of-transaction processing.

The TeleVideo 995-65 14-inch monochrome terminal allows the user Alpha Windowing capability at a non-windowing price for new or existing software applications. The windowing capability provides increased productivity for applications running on UNIX. The 995 also has a power management screen saver that protects the environment and promotes energy conservation.

iTelePC
TeleVideo's iTelePC iT2000 is an "internet appliance," a new and relatively low-cost PC, designed for Internet access and specialized business use, but without the full capabilities of a personal computer. The iTelePC iT2000 comes integrated with a 15-inch monitor that brings the Internet to the household or business in a small, easy-to-use design. Powered by Microsoft Windows CE, the 233 MHz iT2000 requires no set-up. During fiscal 2003, this product was retired from production.
Auto Safety Devices
In October 2000, the Company introduced a new line of products, mobile electronics, represented by Aladdin-2000 and Mobile Secretary KFH-2001K. Also, during fiscal 2001, the Company introduced another auto safety product, Back-Up View.
The Aladdin-2000 is an advanced two-way remote vehicle starting and security system, providing around-the-clock surveillance and security. The interactive bi-directional remote control is in constant communication with the system module, allowing the vehicle to be monitored closely through visual warning and audible or vibrating alarm. The Mobile Secretary is designed to allow the safe use of cellular phones while driving, and the Back-Up View is a system that can detect if there is an obstacle at a certain distance behind the vehicle, when the car is moving back. Due to the high level of competition in the market for these products, the Company did not meet its goals regarding sales and revenue expected for the first two quarters of the fiscal 2001. Consequently, in the third quarter of fiscal 2001, the Company decided to discontinue the production of auto safety devices.
Product Development

TeleVideo serves markets that are characterized by rapid technological change, and the Company has continuous ongoing efforts to develop new products. The Company has recently introduced stand-alone versions of its thin-client products with varying monitor sizes, ranging up to 17"-inch flat-panel displays. In addition, the Company is continuing the development of a wireless thin-client product using the 802.11b protocol. ~~Although the Company's research and development staff consists of 6 employees as of January 9, 2004, engineers from participating companies support various joint projects of the Company.~~ During fiscal ~~2003~~2004, TeleVideo spent approximately $0.76 million on Company-sponsored research and development. Company-sponsored research and development expenses for fiscal ~~2002~~2003 and ~~2001~~2002 were approximately $0.67 million and $0.86 million, respectively. The Company did not engage in any customer-sponsored research and development program during such years.

~~Because~~Due ofto the fast pace of technological advances, the Company must be prepared to design, develop, and manufacture new and more powerful low-cost products in a relatively short time. TeleVideo believes it has had mixed success to date in accomplishing these goals simultaneously. Like other companies in the computer industry, itwe may continue to experience delays in completing new product design and tooling. There is no assurance that the Company will be able to design and manufacture new products, including its ~~iTelePC and~~ TeleCLIENT family of products, that can respond to the rapid changes in the marketplace.

Sales, Marketing, and Customers

North American sales are handled from TeleVideo sales offices located in San Jose, California, Lake Forest, California and Hoffman Estates, Illinois. Products are sold through distributors, mass merchants, retail stores, VARs, systems integrators, and OEMs.

Products sold in Europe, Asia Pacific, Africa, and Latin America are handled by the Company's office in San Jose, California through distributors, OEMs, and international representatives. ~~The Company also appointed in fiscal 2003 an agent in the United Kingdom.~~

TeleVideo distributors do not have exclusive geographic territories. Either party can generally terminate distributor contracts without cause upon advanced written notice of 30 days or 60 days. TeleVideo's distributors typically handle a variety of computer-related products, including products competitive with those of TeleVideo.

TeleVideo, through its headquarters' marketing and supporting staff, continues to work closely with its distributors, mass merchants, retail stores, VARs, systems integrators, and OEMs. TeleVideo's marketing staff provides customers with training, sales and promotional materials, trade show participation, and sales leads. The marketing staff also serves the product-marketing role, giving direction to product management and competitive positioning. The Company spent approximately 10.4% ($~~0.1 million~~38,000), 1% ($0.1 million), and 41% ($0.31 million) of its net revenues on advertising in fiscal ~~2003~~2004, ~~2002~~2003, and ~~2001~~2002, respectively.

TeleVideo customers typically purchase the Company's products on an as-needed basis. Therefore, the Company will continue to manufacture its products based on sales forecasts and upon customer orders. As a result of this strategy, the Company believes that backlog is not material to its business taken as a whole. Because of the possibility of customer changes in delivery schedules or cancellation of orders, which is not uncommon in the computer industry, the Company's backlog as of any particular date may not be indicative of actual net sales for any succeeding period.

For the fiscal year ended October 31, 2004, one customer represented 14% of total net revenue, while for the fiscal year ended October 31, 2003, one customer represented 11% of total net revenue. In fiscal ~~years~~year 2002 ~~and 2001~~, no customer represented 10% or more of total net revenue. TeleVideo sales terms are typically net 30 ~~or net 45~~ days.

International Sales

TeleVideo had export sales (primarily to Europe, Asia and Latin America) of approximately $10.16 million in fiscal ~~2003~~2004 (representing 136% of total net sales), $1.21 million in fiscal ~~2002~~2003 (1513% of total sales) and $1.52 million in fiscal ~~2001~~2002 (2115% of total net sales). In fiscal 2003, we appointed an agent in the United Kingdom to manage the sales on the European market.

TeleVideo's international sales are subject to certain risks common to non-United States operations, including governmental regulations, import restrictions and export control regulations, changes in demand resulting from fluctuations in exchange rates, and tariff regulations. TeleVideo's international sales are generally U.S. dollar-denominated and, therefore, are not directly tied to international currency fluctuations. The strength of the dollar in relation to certain international currencies may, however, adversely affect the Company's sales to international customers.

Equity Method and Cost Method Investments

The Company reevaluates its investment portfolio for eventual impairments on a periodic basis. Our investment portfolio includes equity and debt investments in publicly-traded and privately-held emerging technology companies. These emerging technology companies are still in the start-up or development stage. Our investments in these companies are inherently risky because the technologies or products they have under development are typically in the early stages and may never become successful. In the event that the carrying value of an investment exceeds its fair value and the decline in value is determined to be other-than-temporary, an impairment charge is recorded and a new cost basis for the investment is established. Fair values for investments in public companies are determined using quoted market prices. Fair values for investments in privately-held companies are estimated based upon one or more of the following: pricing models using historical and forecasted ~~financial~~financi al information and current market rates; liquidation values; the values of recent rounds of financing; and quoted market prices of comparable public companies. In order to determine whether a decline in value is other than temporary, we evaluate, among other factors: the duration and extent to which the fair value has been less than the carrying value; the financial condition of and business outlook for the company, including key operational and cash flow metrics, current market conditions and future trends in the company's industry; the company's relative competitive position within the industry; and our intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value.

Equity Method

~~Koram~~K&T Telecom, Inc. In July 2000, TeleVideo purchased an aggregate of 9,608 shares of common stock, or a 49% ownership interest, in K&T Telecom, Inc. for $600,000 in cash. K&T Telecom, Inc., a privately held Korean corporation, is a manufacturer of telecommunication and electronics devices, including a hands-free accessory and collision sensors. During the second quarter of the fiscal 2003, K&T Telecom filed for bankruptcy and, consequently, the entire book value of approximately $0.2 million was written off.

In February 1998, the Company purchased a 50% interest in Koram, Inc, a Korean restaurant venture. During 2000, the Company decided to discontinue its participation in this joint venture. The Company's venture partner agreed to transfer the funds for our participation into the TeleVideo account when the exchange rate of the Korean Won and the US Dollar would be the most advantageous.
In November 2001, the Company decided to pay back a portion of the loan from Gemma Hwang, the spouse of the Company's CEO, with the funds deposited in Korea, which were in a total amount of approximately $0.1 million.
K&T Telecom, Inc.
In July 2000, TeleVideo purchased an aggregate of 9,608 shares of common stock, or a 49% ownership interest, in K&T Telecom, Inc. for $0.6 million in cash. K&T Telecom, Inc., a privately held Korean corporation, is a manufacturer of telecommunication and electronics devices, including a hands-free accessory and collision sensors.
The financial statements sent to the Company by K&T Telecom reported no sales for the first nine months of September 30, 2002 and an accumulated deficit from the start of the business of approximately $0.2 million.
Total assets were approximately $0.9 million, and total liabilities were approximately $0.5 million at September 30, 2002, resulting in total stockholders' equity of approximately $0.4 million. Considering that TeleVideo's interest in this company is 49%, the fair market value of this investment was estimated at approximately $0.2 million at the end of fiscal 2002. In reaching this valuation, TeleVideo considered the following factors: K&T Telecom's shares are not publicly traded, there have been no known recent transactions in K&T Telecom's shares, no financial projections are available from K&T Telecom's management, and prior operating results have been negative. Therefore, in accordance with the valuation methodology adopted by TeleVideo, this company has been valued on a pro-rata share of stockholders' equity basis. K&T Telecom's most recent financial results are not available to TeleVideo, and the stockholders' equity figure includes approximately $0.2 million in quick assets, or more than 45% of the stockholders' equity figure.
During the second quarter of the fiscal 2003, K&T Telecom filed for bankruptcy and, consequently, the entire book value of approximately $0.2 million was written off.
Alpha Technology, Inc.
In August 2000, the Company purchased for $0.7 million in cash an aggregate of 9,608 shares of common stock of Alpha Technology, Inc. Alpha Technology, Inc. was a Korean company that manufactured electronic and car accessories, including two-way car alarm systems. The Company's investment in Alpha Technology, Inc. represented a 49% interest in this privately held corporation.
TeleVideo has the right to participate in future sales of Alpha Technology, Inc. securities to maintain its proportionate interest in this company. If Alpha Technology, Inc. increases its capital thereafter, TeleVideo will be given the opportunity to participate in the stock issuance in order to maintain the percentage of stock currently held by TeleVideo.
In fiscal 2001, due to the decrease of the fair market value of Alpha Technology investment, the Company adjusted the carrying value of this investment from $0.7 million to $0.4 million. In November 2001, the Company decided to withdraw from this joint venture and to sell its interest in Alpha Technology to Gemma Hwang, the spouse of the Company's CEO and majority stockholder, Dr. K.P. Hwang. In exchange for the 9,608 shares of Alpha Technology, the amount of approximately $0.4 million (the value of transaction and the book value of Alpha Technology investment as of July 31, 2001) was deducted from the note payable owed by TeleVideo to Gemma Hwang. Immediately prior to the transaction, the Company owed Gemma Hwang $1.5 million, bearing an annual interest of 8%.
Ningbo China

In October 2000, TeleVideo acquired a 10% ownership interest in Televideo (China) Co., Ltd. ("Ningbo"), a manufacturer of computer terminals and monitors, through a $1.0 million investment. In December 2000, TeleVideo acquired an additional 20% ownership interest in Ningbo for $2.0 million. In that same month, TeleVideo changed its method of accounting for this investment from the cost method to the equity method. Under the terms of the investment, TeleVideo was to provide certain technology and professional training on its terminal products, including technology relating to the processor used for TeleClient, in exchange for $2.5 million payable over a two-year term. During the second quarter of 2003, Ningbo definitively stopped all its operations and closed all of its facilities. After all further attempts to recover the money from this investment failed, the balance amount of this investment of approximately $0.4 million was written off as of July 31, 2003.

In October 2000, TeleVideo acquired a 10% ownership interest in Televideo (China) Co., Ltd. ("Ningbo"), a manufacturer of computer terminals and monitors, through a $1.0 million investment. In December 2000, TeleVideo acquired an additional 20% ownership interest in Ningbo for $2.0 million. In that same month, TeleVideo changed its method of accounting for this investment from the cost method to the equity method.
Under the terms of the investment, TeleVideo was to provide certain technology and professional training on its terminal products, including technology relating to the processor used for TeleClient, in exchange for $2.5 million payable over a two-year term.
During fiscal year ended October 31, 2001,TeleVideo received $1.3 million of the $2.5 million due from Ningbo. At one point, TeleVideo agreed to reschedule Ningbo's payments for the remaining $1.2 million, but Ningbo failed to make any of the new payments.
In the third quarter of fiscal 2001, the capital of Ningbo decreased due to the departure of two investors from the venture. Thereafter, the Chinese government requested that Ningbo change its initial agreement with TeleVideo to allow the payments made by Ningbo to TeleVideo to be recorded as a withdrawal of TeleVideo's investment instead of as payments for technology and training provided by TeleVideo. TeleVideo agreed to this change, and consequently, TeleVideo reduced the carrying value of this investment on its financial statements from $3.0 million to $1.5 million.
The financial statements sent to the Company by Ningbo reported sales of approximately $0.1 million and a net loss of approximately $0.2 million for the period January to September 2002. The accumulated deficit from the start of the business was approximately $0.7 million at September 30, 2002.
The total assets at September 30, 2002 were approximately $2.5 million, including technology and training prepaid to TeleVideo in the amount of approximately $1.2 million. Total liabilities were approximately $0.1 million, resulting in total stockholders' equity of approximately $2.4 million. Deducting the prepayment to TeleVideo, recorded as an asset, the remaining total stockholders' equity is approximately $1.2 million, and, considering that the Company's interest increased to 60% after two investors had withdrawn, the fair market value of this investment was estimated to be approximately $0.7 million at the end of fiscal 2002. Because TeleVideo does not have control over Ningbo operations, this investment was accounted for under the equity method, not consolidation, conforming to Statement of Financial Accounting Standards No. 94,"Consolidation of All Majority-owned Subsidiaries".
In November 2002, TeleVideo learned that certain persons involved with Ningbo had stolen or embezzled funds from that company. TeleVideo had undertaken efforts, including retaining investigators and attorneys, to seek the recovery of any portion of its investment.
While the investment in this company is described as an equity investment, TeleVideo had been valuing it in accordance with TeleVideo's expected recovery of the funds invested after the embezzlement was discovered. TeleVideo has therefore not applied its valuation methodology to this investment.
During the second quarter of 2003, Ningbo definitively stopped all its operations and closed all of its facilities. Consequently, the Company wrote off the value of this investment of approximately $0.7 million, as of April 30, 2003. The estimated fair value of the proceeds from the liquidation of Ningbo was determined considering total assets of $0.9 million, less depreciation and liabilities of $0.1 million. The cost of liquidation was estimated at 20% from the liquidation value, resulting total net proceeds from liquidation in amount of approximately $0.7 million. Considering that TeleVideo has 60% interest in Ningbo, the estimated proceeds from the liquidation of this investment, amounting to approximately $0.4 million, were recorded in the Company's financial statements under the other assets section.
After all further attempts to recover the money from this investment failed, the Company decided to write off its entire balance. Consequently, the balance amount of approximately $0.4 million was written off as of July 31, 2003.
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. On February 29, 2000, CNET Networks, Inc. (formerly, CNET, Inc. or "CNET") completed the acquisition of mySimon, Inc. As a result of this acquisition, the Company received 375,108 shares of common stock of CNET in exchange for 100% of its interest in mySimon, Inc. In connection with the transaction, the Company adjusted its balance sheet to reflect the conversion to a marketable security classified as available for sale. The cost method used to book the investment in mySimon was changed to the market value method in accordance with Statement of Financial Accounting Standards ("SFAS") 115," Accounting for Certain Investments in Debt and Equity Securities," to record the investment in CNET stock. During the fiscal years 2000 and 2001, the Company recognized gains from the sales of CNET st ock of $10.1 million and $0.3 million, respectively. In January 2004, the Company sold all of its remaining shares of CNET common stock and the proceeds of approximately $0.3 million were used for regular business activities.

In September 1998, the Company invested $1.0 million in the online comparison shopping Internet company, mySimon, Inc., receiving convertible preferred stock.
On February 29, 2000, CNET Networks, Inc. (formerly, CNET, Inc. or "CNET") completed the acquisition of mySimon, Inc. As a result of this acquisition, the Company received 375,108 shares of common stock of CNET in exchange for 100% of its interest in mySimon, Inc. In connection with the transaction, the Company adjusted its balance sheet to reflect the conversion to a marketable security classified as available for sale. The cost method used to book the investment in mySimon was changed to the market value method in accordance with Statement of Financial Accounting Standards No. 115 "Accounting for Certain Investments in Debt and Equity Securities", to record the investment in CNET stock.
During the fiscal years 2000 and 2001, the Company recognized gains from the sales of CNET stock of $10.1 million and $0.3 million, respectively.
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 is 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. The agreement gives the Company the right to nominate one member to the Biomax Board of Directors. Dr. K. Philip Hwang, the Company's Chairman of the Board and Chief Executive Officer, was nominated and elected to the Biomax board. The Company has the right to participate in future sales of Biomax securities to maintain its proportionate interest in Biomax. In the event the Company wants to sell all or a portion of its shares, it has given Biomax and Biomax's President, who is its controlling shareholder, a right of first refusal to purchase these shares. Biomax also agreed to discuss with the Company certain specified kinds of events and transactions that could materially impact Biomax's business, capital structure, and financial condition. The agreement further prohibits Biomax from sharing its technology with third parties or assisting with research and development efforts of third parties without the prior written consent of the Company, other than in the normal course of business, and further prohibits the controlling shareholder from engaging in businesses that could compete with Biomax. The restrictions and promises in the agreement will terminate when the Company sells at least 70% of the shares it acquired under the agreement.

OnThe ~~May 12,~~financial ~~2000,~~statements ~~the~~received ~~Company~~from ~~purchased,~~Biomax ~~for~~report sales of approximately $0.3 million and a ~~cash~~net ~~investment~~loss of approximately $0.9 1 million, anfor ~~aggregate~~the first six months of ~~45,000~~2004. ~~ordinary~~The ~~shares~~accumulated deficit from the start of ~~Biomax~~the Cobusiness is approximately $1.4 million at June 30, ~~Ltd~~2004. ~~("Biomax").~~Total ~~Biomax~~assets ~~was~~were aapproximately ~~startup company~~$1.0 million, ~~with~~and ~~its~~total ~~principal~~liabilities ~~offices~~were ~~located~~approximately in$0.8 million ~~Seoul~~at June 30, ~~Korea~~2004, ~~engaged~~resulting in ~~developing~~total anstockholders' ~~herbal~~equity ~~product~~of toapproximately ~~help~~$0.3 million. ~~lower~~Considering ~~cholesterol~~that ~~levels~~TeleVideo's interest in ~~humans.~~this ~~Its~~company ~~existing~~is ~~technology~~15%, ~~was~~the ~~developed~~fair bymarket ~~and~~value ~~obtained~~of ~~from~~this ~~the~~investment ~~Korea~~was ~~Research~~estimated ~~Institute~~at approximately $0.1 million as of ~~Bioscience~~October ~~and~~31, ~~Biotechnology~~2004. ~~The~~In ~~Company~~reaching this valuation, TeleVideo considered the following factors: the company's ~~investment~~shares are not publicly traded, there have been no known recent transactions in ~~Biomax~~the ~~represents~~company's ashares, ~~15%~~no ~~interest~~financial projections are available from the company's management, and prior operating results have been negative. Therefore, in a ccordance with the valuation methodology adopted by TeleVideo, this ~~privately~~company ~~held~~has ~~corporation.~~been valued on a pro-rata share of stockholders' equity basis.

The agreement gives the Company the right to nominate one member to the Biomax Board of Directors. Dr. K. Philip Hwang, the Company's Chairman of the Board and Chief Executive Officer, was nominated and elected to the Biomax board.
The Company has the right to participate in future sales of Biomax securities to maintain its proportionate interest in Biomax. In the event the Company wants to sell all or a portion of its shares, it has given Biomax and Biomax's President, who is its controlling shareholder, a right of first refusal to purchase these shares.
Biomax also agreed to discuss with the Company certain specified kinds of events and transactions that could materially impact Biomax's business, capital structure, and financial condition. The agreement further prohibits Biomax from sharing its technology with third parties or assisting with research and development efforts of third parties without the prior written consent of the Company, other than in the normal course of business, and further prohibits the controlling shareholder from engaging in businesses that could compete with Biomax. The restrictions and promises in the agreement will terminate at such time as the Company has sold at least 70% of the shares it acquired under the agreement.
The financial statements received from Biomax report sales of approximately $0.3 million and a net loss of approximately $0.2 million for the first nine months of 2003. The accumulated deficit from the start of the business is approximately $1.1 million at September 30, 2003.
Total assets were approximately $1.0 million, and total liabilities were approximately $0.5 million at September 30, 2003, resulting in total stockholders' equity of approximately $0.5 million. Considering that TeleVideo's interest in this company is 15%, the fair market value of this investment was estimated at approximately $0.1 million as of October 31, 2003.
In reaching this valuation, TeleVideo considered the following factors: the company's shares are not publicly traded, there have been no known recent transactions in the company's shares, no financial projections are available from the company's management, and prior operating results have been negative. Therefore, in accordance with the valuation methodology adopted by TeleVideo, this company has been valued on a pro-rata share of stockholders' equity basis.
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. The Company has the right to participate in future sales of Xeline securities to maintain its proportionate interest in Xeline. In the event the Company wants to sell all or a portion of its shares, it has given Xeline and its controlling shareholder, who is also its President and Chief Executive Officer, a right of first refusal to purchase the shares. Xeline also agreed to keep the Company expressly advised regarding certain specified kinds of events and transactions that could materially impact Xeline's business, capital structure, and financial condition. Xeline has agreed that it will n ot transfer its power line communications ("PLC") technology to a third party without the prior written consent of the Company, except in the context of a strategic technology transfer agreement approved by the Xeline Board. The investment agreement also contemplates that TeleVideo will participate in a strategic alliance with Xeline under the terms of which TeleVideo will support Xeline in its overseas marketing and sales activities related to Xeline's PLC technology. In addition, TeleVideo and Xeline will cooperate to incorporate Xeline's PLC technology into TeleVideo's computer products, including the TeleClient series. The parties contemplated entering into a separate sales and marketing agreement to more fully document the terms and conditions of the strategic relationship.

OnAt ~~May 12, 2000,~~ the ~~Company~~end ~~purchased~~of ~~for~~year ~~approximately~~2004, ~~$2.5~~Xeline ~~million~~recorded ana ~~aggregate~~large ofstockholders ~~15,278~~deficit ~~ordinary~~and ~~shares~~the ofCompany ~~Xeline~~considered ~~(Keyin)~~that ~~Telecom~~it ~~Co.~~was ~~Ltd. ("Xeline"). Xeline is~~ a ~~private~~permanent ~~company~~impairment ~~located~~ in ~~Seoul,~~the ~~Korea,~~value ~~that~~of isthis ~~engaged~~investment. inConsequently, ~~developing~~the ~~power~~investment ~~line~~balance ~~technology~~of ~~for~~approximately ~~electricity transportation~~$0.2 ~~The~~million ~~Company's~~was ~~investment~~written inoff ~~Xeline~~as ~~represents~~of aOctober ~~5.75%~~31, ~~interest in this corporation~~2004.

~~The~~MultiMedia ~~Company~~SOC, ~~has the right to participate in future sales of Xeline securities to maintain its proportionate interest in Xeline~~Inc. In(formerly ~~the~~referred ~~event the Company wants~~ to ~~sell~~as ~~all or a portion of its shares~~Synertek, ~~it has given Xeline and its controlling shareholder, who is also its President and Chief Executive Officer, a right of first refusal to purchase the shares~~Inc. )

In June 2000, the Company purchased for $1,000,000 in cash an aggregate of 285,714 shares of common stock of MultiMedia SOC, Inc., a Nevada corporation, representing an 8% interest in this company. MultiMedia SOC, Inc. manufactures and sells handheld digital multimedia and communications appliances.
During the fiscal year ended in 2003, MultiMedia SOC has signed a termsheet for a substantial investment by a third party. The amount of the investment, the terms, and the implied valuation of MMSOC were confidential. Because the investment was not consummated, MMSOC was dissolved, and, consequently, the entire balance of approximately $0.2 million was written off as of July 31, 2003.

Xeline also agreed to keep the Company expressly advised regarding certain specified kinds of events and transactions that could materially impact Xeline's business, capital structure and financial condition. Xeline has agreed that it will not transfer its power line communications ("PLC") technology to a third party without the prior written consent of the Company, except in the context of a strategic technology transfer agreement approved by the Xeline Board.
The investment agreement also contemplates that TeleVideo will participate in a strategic alliance with Xeline under the terms of which TeleVideo will support Xeline in its overseas marketing and sales activities related to Xeline's PLC technology. In addition, TeleVideo and Xeline will cooperate to incorporate Xeline's PLC technology into TeleVideo's computer products, including the TeleClient series. The parties contemplate entering into a separate sales and marketing agreement to more fully document the terms and conditions of the strategic relationship.
The financial statements sent to the Company by Xeline reported sales of approximately $0.3 million and a net loss of approximately $0.9 million for the first ten months of 2003. The accumulated deficit from the start of the business is of approximately $4.6 million at October 31, 2003.
Total assets were approximately $12.5 million, and total liabilities were approximately $9.8 million at October 31, 2003, resulting in total stockholders' equity of approximately $2.7 million. Considering that TeleVideo's interest in this company is 5.75%, the fair market value of this investment was estimated at approximately $0.2 million at October 31, 2003.
In reaching this valuation, TeleVideo considered the following factors: the company's shares are not publicly traded, there have been no known recent transactions in the company's shares, no financial projections are available from the company's management, and prior operating results have been negative. Therefore, in accordance with the valuation methodology adopted by TeleVideo, this company has been valued on a pro-rata share of stockholders' equity basis. For the most recent period for which TeleVideo has financial results, the company recorded a loss in excess of its gross sales for the period. Based on this result, any analysis other than the stockholders' equity method would result in a negative value for the business. However, the company has $3.4 million in current assets, which lends support to its stockholders' equity figure.
MultiMedia SOC, Inc. (formerly described as Synertek, Inc.)
In June 2000, the Company purchased for $1.0 million in cash an aggregate of 285,714 shares of common stock of MultiMedia SOC, Inc. (formerly described as Synertek, Inc.), a Nevada corporation, representing an 8% interest in this company. MultiMedia SOC, Inc. manufactured handheld digital multimedia and communications appliances.
The financial statements sent to the Company by MultiMedia SOC, Inc. reported sales of approximately $35,000 and a net loss of approximately $0.6 million for the fiscal year ended on December 31, 2002. The accumulated deficit recorded from the start of the business was approximately $1.7 million at December 31, 2002.
Total assets were approximately $2.0 million at the end of 2002. Total liabilities were approximately $0.1 million, resulting in total stockholders' equity of approximately $1.9 million. Considering that TeleVideo's interest in this company was 8%, the fair market value of this investment was estimated at approximately $0.2 million at the end of fiscal 2002.
In reaching this valuation, TeleVideo considered the following factors: the company's shares are not publicly traded, there have been no known recent transactions in the company's shares, no financial projections are available from the company's management, and prior operating results have been negative. Therefore, in accordance with the valuation methodology adopted by TeleVideo, this company has been valued on a pro-rata share of stockholders' equity basis. This method values the company at approximately $1.9 million.
In the year 2003, MultiMedia SOC, Inc. has signed a termsheet for a substantial investment by a third party. The amount of the investment, the terms, and the implied valuation of MultiMedia SOC, Inc. are confidential. If the investment is not consummated, there is a high likelihood that MultiMedia SOC, Inc. will become insolvent and dissolve. TeleVideo is unable to make an assessment of what the dollar value of its proportionate share of the recovery, if any, would be. This information further supports the choice of the stockholders' equity method and the valuation derived therefrom.
Because the investment was not consummated, MultiMedia SOC, Inc. was dissolved, and, consequently, the entire balance of approximately $0.2 million was written off as of July 31, 2003.
Competition

TeleVideo believes that brand recognition, product quality, availability, extensive standard product features, service, and price are significant competitive factors in the Company's markets. In addition to the factors listed above, the principal considerations for distributors and resellers in determining which products to offer include profit margins, immediate delivery, product support, and credit terms. TeleVideo has continued and in the future will likely continue to face significant competition, with respect to these factors, particularly from the large international manufacturers. Most of these companies have significantly greater financial, marketing, and technological resources than the Company and may be able to command better terms with their suppliers because of volume discounts. The Company's ~~two~~three dominant competitors have approximately 4037%, 20% and 1617% of the worldwide market, compared to less than 21% for the Company. Therefore, there is no assurance that the Company will be able to successfully compete in the future.

Production

The Company subcontracts substantially all of the manufacturing of its products to manufacturers in Taiwan, the People's Republic of China, and South Korea. The testing, inspection, and some minor assembly work are done at our California headquarters. We believe our current facilities in California will continue to be adequate for our purposes ~~for~~in the foreseeable future.

The Company's largest supplier accounted for approximately 2728% (approximately $2.01 million) of net purchases in fiscal ~~2003~~2004. Loss of this supplier might have an adverse effect on the product supply of the Company. The Company believes, however, that in most cases, alternative sources of supply could be arranged as and when needed by the Company. To date, TeleVideo has not experienced any significant difficulties or delays in production of its products.

Proprietary Rights

The Company regards certain aspects of its products as proprietary and relies upon a combination of trademark and copyright laws, trade secrets, confidentiality procedures, and contractual provisions to protect its proprietary rights. The Company has registered trademarks in the United States and in over 20 foreign countries for "TeleVideo" and the TeleVideo logo. The continuing development of the Company's products and business is dependent, primarily, on the knowledge and skills of certain of its employees. To protect its rights to its proprietary information, the Company requires all employees and consultants to enter into confidentiality agreements that prohibit the disclosure of confidential information to persons unaffiliated with the Company. There can be no assurance, however, that these agreements will provide meaningful protection for the Company's technology or other confidential information in the event of any unauthorized use or disclosure. There ~~also~~als o can be no assurance that third parties will not independently develop products similar to or duplicative of products of the Company. The Company believes that due to the rapid pace of technological change in its industry, the Company's success is likely to depend more upon continued innovation, technical expertise, marketing skill and customer support than on legal protection of the Company's proprietary rights.

Government Regulations

Most of the Company's products are subject to regulations adopted by the Federal Communications Commission ("FCC"), which establishes radio frequency emanation standards for computing equipment. TeleVideo believes that all of the Company's products that are subject to such regulations comply with these regulations. Although there can be no assurance, the Company has no reason to believe that new products will not also be approved. Failure to comply with the FCC specifications could preclude the Company from selling non-complying systems in the United States until appropriate modifications are made. To date, the Company has not encountered any FCC compliance ~~problems~~issues.

Employees

As of ~~November~~April 51, ~~2004~~2005, the Company's full-time employees totaled 2319, as compared to 30 employees reported at the end of fiscal ~~2002~~year 2003. Of the total number of employees, 117 are engaged in product research, engineering, development and manufacturing, 57 in marketing and sales and 75 in general management and administration. We believe that our future success will depend, in part, on our ability to attract and retain skilled technical, marketing, and management personnel. None of the Company's employees is subject to a collective bargaining agreement or represented by a union, and the Company has never experienced a work stoppage. We believe that our employee relations are good.

~~None of the Company's employees are subject to a collective bargaining agreement or represented by a union, and the Company has never experienced a work stoppage~~ITEM 2. ~~We believe that our employee relations are good.~~ PROPERTIES

~~Item~~ The Company's headquarters, research and development and administrative operations are housed in a 69,630 square foot building located on 2. ~~Properties~~5 acres in San Jose, California. On December 28, 1998, the Company sold the building and leased it back. 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 an amount of $10.00. In addition to the property at 2345 Harris Way, TVCA is also obligated under a certain non-recourse promissory note with a balance of approximately $8.8 million for which the property serves as security. See Note 8 of notes to consolidated financial statements for more information regarding this transaction.

The Company's headquarters, research and development and administrative operations are housed in a 69,630 square foot building located on 2.5 acres in San Jose, California. On December 28, 1998, the Company sold the building and has leased it back. Refer to Note 8 of the financial statements ("Sale and Leaseback of Building") for additional details. The lease expires on December 31, 2013.

The Company leases domestic sales offices in Hoffman Estates, Illinois and Lake Forest, California. Both are month-to-month tenancy leases. Management believes that the Company would be able to secure an extension to the leases if such extensions are deemed necessary in the future. Both leases are accounted for as operating leases.

~~Item~~ITEM 3. ~~Legal~~ LEGAL ~~and~~AND ~~Other~~OTHER ~~Proceedings~~PROCEEDINGS

The Company has been named as a defendant in a lawsuit filed in the normal course of its business. In the opinion of management, and after consulting with legal counsel, the liabilities, if any, resulting from this matter will not have a material effect on the financial statements of the Company. In November 2004, the lawsuit was settled in the Company's favor.

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

There were no matters submitted to a vote of security holders during the fourth quarter of the fiscal year ended October 31, ~~2003~~2004.

PART II

~~Item~~ITEM 5. ~~Market~~MARKET ~~for~~FOR ~~the~~THE ~~Registrant~~REGISTRANT'sS ~~Common~~COMMON ~~Equity~~EQUITY ~~and~~AND ~~Related~~RELATED ~~Stockholder~~STOCKHOLDERS ~~Matters~~MATTERS.

The Company's common stock is traded in the over-the-counter market and quoted on the electronic bulletin board under the symbol "TELV.PK". The following table sets forth for the periods indicated the high and low last sales prices for the common stock. The prices quoted below reflect inter-dealer prices, without retail mark-ups, markdowns or commissions and may not necessarily represent actual transactions.

High Low FISCAL ~~2002~~2003: First Quarter $ 0.1807 $ 0.1204 Second Quarter 0.1606 0.0906 Third Quarter 0.1407 0.04 Fourth Quarter 0.0650 0.0304 FISCAL ~~2003~~2004: First Quarter $ 0.0735 $ 0.0417 Second Quarter 0.0675 0.0624 Third Quarter 0.0731 0.0413 Fourth Quarter 0.5062 0.0416

On ~~December~~April 31, ~~2004~~2005, there were 758 holders of record of the Company's common stock and the closing price of the Company's common stock in the over-the-counter market was $0.1714 per share. The Company has never paid cash dividends on its common stock and does not anticipate paying cash dividends in the foreseeable future. The Company presently intends to retain any earnings for use in its business.

~~The~~ITEM ~~Company has never paid cash dividends on its common stock and does not anticipate paying cash dividends in the foreseeable future~~6. ~~The~~SELECTED ~~Company~~FINANCIAL ~~presently intends to retain any earnings for use in its business.~~ DATA

~~Item~~The 6following selected financial data reflect the continuing operations of TeleVideo for the fiscal years ended October 31, 2000 through 2004. ~~Selected~~The data below has been derived from the Company's audited consolidated financial statements for the fiscal years presented and should be read in conjunction with such audited financial statements and "Management's Discussion and Analysis of Financial ~~Data~~Condition and Results of Operations" presented elsewhere herein.

~~The~~ Year ~~following~~Ended ~~selected~~October ~~financial~~31, (in ~~data~~thousands, ~~reflect~~except ~~the~~per ~~continuing~~share ~~operations~~data) 2004 2003 2002 2001 2000 As ofRestated As ~~TeleVideo~~Restated Consolidated ~~for~~Statements ~~the~~of ~~fiscal~~Operations ~~years~~Data: ~~ended~~ Net ~~October~~sales $ 9,483 $ 8,635 $ 8,028 $ 6,816 31$ 6,928 Loss ~~1999 through 2003. The data below has been derived~~ from ~~the~~operations ~~Company's~~ (1,561) (2,865) (2,667) (3,048) (4,794) Net income ~~audited~~(loss) ~~consolidated~~ (5) (474) (4) (2,805) (3) (2,560) (1) (6,331) (2) 4,752 Net income ~~financial~~(loss) ~~statements~~per ~~for~~share ~~the~~ Basic ~~fiscal years presented~~ and ~~should~~diluted be (0.04) (0.25) (0.23) (0.56) 0.42 Consolidated ~~read~~Balance inSheets ~~conjunction~~Data: ~~with~~ Cash ~~such audited financial statements~~ and ~~"Management's~~cash ~~Discussion~~equivalents ~~and~~ $ 747 $ 596 $ 898 $ 870 $ 3,262 Working ~~Analysis~~capital of (2,039) (2,146) (287) 1,345 5,501 Total ~~Financial~~assets ~~Condition~~ 9,125 12,776 13,022 16,237 23,329 Loans and ~~Results~~capital oflease ~~Operations"~~obligations 12,792 8,043 7,715 7,016 5,812 Stockholders' ~~presented~~equity ~~elsewhere~~(deficit) ~~herein.~~ (5,025) (4,372) (1,768) 895 8,299

		Year Ended October 31, (in thousands, except per share data)
		2003		2002		2001		2000			1999
				As Restated
Consolidated Statements of Operations Data:
	Net sales	$	8,635	$	8,028	$	6,816		$	6,928	$	8,070
	Loss from operations		(2,865)		(2,667)		(3,048)			(4,794)		(4,570)
	Net income (loss)		(2,805)

(1)	Includes loss from investments of $4,709.
(2)	Includes net gains from the sales of C-NET stock of $10,059.
(3)	Includes loss from investments of $1,101.
(4)	Includes loss from investments of $1,145.
(5)	Includes net gain from the sales of C-NET stock of $203, reserve for loan receivable-related party of $62, loss from investments of $164, gain on termination of sale-leaseback transaction of $4,929 and goodwill impairment of approximately $3,358.

~~(4)~~See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the accompanying Notes to Consolidated Financial Statements for a discussion of operating results, liquidity needs, restatement of financial statements, and acquisitions and dispositions during the periods.

~~(2,560)~~ITEM 7. MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULT OF OPERATIONS
~~(3)~~ General

(6Management's discussion and analysis of its financial condition and results of operations are based upon our consolidated financial statements,~~331)~~ which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to revenue recognition, allowance for doubtful accounts, inventories, asset impairments, income taxes, warranty obligations, and commitments and contingencies. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates or our estimates may be affected by different assumptions or conditions.

~~(1)~~The following discussion and analysis should be read in conjunction with "Selected Financial Data" and our Consolidated Financial Statements and Notes thereto included elsewhere in this Form 10-K. Except as otherwise noted, the discussion of financial results gives effect to the accounting adjustments described in "Restatement of Financial Statements" below.

~~4,752~~Restatement of Financial Statements

We have restated our consolidated financial statements for the fiscal years ended October 31, 2001 and 2002 and for the quarters ended January 31, 2001 through July 31, 2003. All applicable financial information contained in this Form 10-K gives effect to these restatements. Accordingly, the financial statements for those periods described above that have been included in our previous filings with the Securities and Exchange Commission (2"SEC") in 2003 or earlier or included in previous announcements in 2003 or earlier should not be relied upon. Our Form 10-K for the fiscal year ended October 31, 2003, filed with the SEC on December 20, 2004, contains restated information for all of the above-mentioned periods. The restatement is discussed in the Form 10-K, Item 6, "Selected Financial Data," Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations -Restatement of Financial Statements," Notes 2 and 15 o f the notes to consolidated financial statements included in Item 8, and Item 9A, "Controls and Procedures." The information contained in this Form 10-K should be read in conjunction with the relevant information contained in that Form 10-K.

(3The net effect of the restatement adjustments is to decrease the Company's net loss by $0.1 million or $0.007 per share,~~707)~~ in fiscal year 2002. The Company's consolidated statement of cash flow has been restated to reflect the reclassification of changes in assets and liabilities during the period as discussed above.

~~Net income~~A summary of the significant effects of the restatement for the fiscal year 2002 is as follows (~~loss)~~in thousands, except per share amounts):

~~Basic~~ For ~~and~~the ~~diluted~~year ended October 31, 2002 As Reported Restated Consolidated Statements of Operations Data Net sales $ 8,204 $ 8,028 Gross profit 1,136 1,029 Operating loss (2,915) (2,667) Net loss (2,634) (2,560) Net loss per common share $ (0.23) $ (0.23)

~~(0.25)~~Sales and Cost Of Sales
The Company discovered that certain shipments of evaluation and replacement units, where a right of return existed, were recognized as revenue (sales), rather than temporary transfers of inventory. Consequently, the amount of the net revenue and the timing of the revenue originally recorded required adjustment. These adjustments caused the pre-tax loss to increase by $176,000 in fiscal year 2002. The effect of the revenue adjustments on pre-tax loss was partially offset by the adjustments of cost of goods sold for these shipments. These adjustments caused the pre-tax loss to decrease by $61,000 in fiscal 2002.

~~(0.23)~~Expenses
Reviewing the previously filed consolidated financial statements, the Company identified several accrued liability items for which it concluded that the amount of the liability, the timing of the liability recognition, or the timing of the release of the liability could not presently be substantiated or was in error and should be adjusted. In summary, the effects of the adjustments are:

The Company identified that it had not been accounting for its lease expenses, starting on January 1999, on a straight-line basis in accordance with Financial Accounting Standards Board (~~0.56~~"FASB") Technical Bulletin ("FTB") 85-3. As a result, the Company adjusted its lease expense and the related deferred lease liability. The deferred rent adjustment increased the net loss by $148,000 for fiscal year 2002.

0After introducing the new TeleClient line of products in 1998, the sales agreements signed with some of our top vendors, the Company committed to participate in cooperative advertising programs, if certain criteria regarding sales performance and the content of advertising programs were met.42 After reviewing the sales agreements with existing customers, the Company concluded that the cooperative advertising accrual balance of $252,000 was no longer necessary at January 31, 2002 because all these contracts were either expired or renegotiated and the clause regarding cooperative advertising programs was excluded from the new contracts. Consequently, the entire balance of this account was written off in the first quarter of fiscal 2002, and the effect of this adjustment was to decrease the net loss for fiscal 2002 by $252,000.

~~(0.33)~~Overview

~~Consolidated~~The ~~Balance~~Company ~~Sheets~~continues ~~Data:~~to focus its efforts toward providing high-performance Windows-based terminals to the business and consumer markets. In recent years, the Company has phased out the sale of multimedia products and monitors to focus on utilizing its expertise in server-based network computing to forge new ground in delivering thin-client solutions. In November 1998, the Company launched its Windows-based terminal products.

~~Cash~~The Company faces strong competition in the marketplace and ~~cash~~continues ~~equivalents~~to look for ways to improve operating efficiency. To lower the production costs, the Company has continued to negotiate with its suppliers and has also shifted many production processes overseas to subcontractors.

$Results of Operations

~~596~~Fiscal 2004 Compared to Fiscal 2003

$Net Sales

Net sales for fiscal year 2004 were approximately $9.5 million, compared to $8.6 million in fiscal 2003, an increase of $0.8 million, or 10%. Sales of terminals have decreased in fiscal 2004 to $1.6 million from $2.2 million in fiscal 2003, a decrease of $0.6 million or 27%. The sales of TeleClients were approximately $7.8 million in fiscal 2004, compared to approximately $6.3 million in fiscal 2003, an increase of $1.5 million or 24%.

~~898~~Cost of Sales

Cost of sales for fiscal year 2004 was approximately $7.5 million, compared to $7.6 million in fiscal 2003, a decrease of $0.1 million, or 1%. The decrease is due principally to scrapped inventory, mainly mobile electronics products, in the amount of approximately $0.4 million in fiscal year 2003, compared to approximately $10,000 in fiscal year 2004, and to the decrease of production costs, partially offset by the increase in net sales.

$Sales and Marketing

Sales and marketing expenses for fiscal year 2004 were approximately $1.3 million, compared to $1.6 million in fiscal 2003. As a percentage of net sales, sales and marketing expenses decreased to 14% for the fiscal 2004, from 19% for the fiscal year 2003. The decrease is due principally to the reduction of sales and marketing personnel during fiscal year 2004.

~~870~~Research and Development

Research and development expenses were approximately $0.6 million in fiscal 2004, compared to $0.7 million in fiscal 2003. As a percentage of net sales, research and development expenses were 6% in fiscal 2004, compared to 9% in fiscal 2003. The decrease is primarily due to the decrease of expenses for molding tools at our manufacturing location.

$General and Administrative

General and administrative expenses were approximately $1.7 million in fiscal 2004, compared to $1.6 million in fiscal 2003, an increase of $0.1 million or 5%. The increase is due primarily to expenses related to the termination of our sale-leaseback transaction in fourth quarter of fiscal 2004. As a percentage of net sales, general and administrative expenses were 17% and 18% in fiscal years 2004 and 2003, respectively.

~~3,262~~Loss from Operations

We recorded loss from operations of approximately $4.9 million in fiscal 2004, compared to approximately $2.9 million in fiscal year 2003, an increase of $2.1 million or 72%.

$Other Income, net

Other income, net of other expenses, was of approximately $4.4 million for the fiscal year 2004, compared to a net other income of approximately $0.1 million in fiscal 2003. The increase of other income is due principally to the gain from the termination of our sale-leaseback transaction, partially offset by an increase of interest expense.

~~4,487~~Income Tax

No income tax was recorded for 2004 or 2003. The Company has approximately $98.4 million in federal net operating loss and credit carryovers and approximately $20.6 million in state net operating loss carryovers available to offset future federal and state corporate income tax liabilities. No net deferred tax assets have been recognized by the Company for any future tax benefit to be provided from the loss and credit carry forwards since the realization of any such benefit is not assured.

~~Working~~Net ~~capital~~ Loss

The net loss for fiscal 2004 was approximately $0.5 million, compared to a net loss of $2.8 million in fiscal 2003, a decrease of $2.3 million, or 83%. The decrease is principally due to the gain from the termination of our sale-leaseback transaction, an increase in total net sales and improved gross margin and due to the decrease of operating expenses, partially offset by an increase in interest expense.

~~(2,146)~~Net Loss per Share

Net loss per share in fiscal 2004 was $0.04, compared to a net loss per share in fiscal 2003 of $0.25, based on 11,310,000 weighted average shares outstanding.

~~(287)~~Fiscal 2003 Compared to Fiscal 2002

~~1,345~~Net Sales

Net sales for fiscal year 2003 were approximately $8.6 million, compared to $8.0 million in fiscal 2002, an increase of $0.6 million, or 8%. Sales of terminals have decreased in fiscal 2003 to $2.2 million from $2.3 million in fiscal 2002, a decrease of $0.1 million or 4%. This decrease reflects the Company's focus on the sales of its new TeleClient products rather than the old terminals. The sales of TeleClients were approximately $6.3 million in fiscal 2003, compared to approximately $5.6 million in fiscal 2002, an increase of $0.7 million or 13%.

~~5,501~~Cost of Sales

Cost of sales for fiscal year 2003 was approximately $7.6 million, compared to $7.0 million in fiscal 2002, an increase of $0.6 million, or 8%. The increase in cost of sales was due principally to the increase in net sales, as the gross profit remained at the same level of approximately $1.0 million for fiscal years 2003 and 2002.

~~5,596~~Sales and Marketing

Sales and marketing expenses for fiscal year 2003 were approximately $1.6 million, compared to $1.3 million in fiscal year 2002. As a percentage of net sales, sales and marketing expenses increased to 19% in fiscal 2003 from 17% in fiscal year ended in 2002. The increase is due principally to the effect of the cooperative advertising accrual written off in 2002 of approximately $0.3 million. Without this adjustment, sales and marketing expenses would have decreased as a percentage of net sales from 20% in fiscal 2002 to 19% in fiscal 2003.

~~Total~~Research ~~assets~~and Development

Research and development expenses were approximately $0.7 million in fiscal 2003, compared to $0.6 million in fiscal 2002. As a percentage of net sales, research and development expenses were 9% in fiscal 2003, compared to 7% in fiscal 2002. The increase in research and development expenses is primarily the result of the increase in payroll expenses recorded in fiscal 2003. In fiscal 2003, the number of personnel involved in research and development increased from 4 to 6 people, resulting in additional salary expenses of approximately $0.1 million.

~~12,776~~General and Administrative

General and administrative expenses were approximately $1.6 million in fiscal 2003, compared to $1.8 million in fiscal 2002, a decrease of $0.2 million or 10%. As a percentage of net sales, general and administrative expenses were 18% in fiscal 2003, compared to 22% in 2002. The decrease is due to the reduction in administrative headcount.

~~13,022~~Loss from Operations

The Company's loss from operations was approximately $2.9 million in fiscal 2003, compared to $2.7 million fiscal 2002, an increase of $0.2 million or 7%.

16Other Income,~~237~~ net

Other income, net of other expenses was approximately $0.1 million in fiscal 2003, the same as in fiscal 2002.

~~23,329~~Net Loss

The net loss for fiscal 2003 was approximately $2.8 million, compared to a net loss of $2.6 million in fiscal 2002, an increase of $0.2 million, or 10%. The increase is due principally to the effect of the cooperative advertising accrual written off in 2002 of approximately $0.3 million. Without this adjustment, the net loss would be approximately $2.9 million in fiscal 2002, compared to approximately $2.8 million in fiscal 2003.

~~18,317~~Net Loss per Share

Net loss per share in fiscal 2003 was $0.25, compared to a net loss per share in fiscal 2002 of $0.23, based on 11,310,000 weighted average shares outstanding.

~~Capital~~Liquidity ~~lease~~and ~~obligations~~Capital Resources

4For the fiscal year ended October 31,~~826~~ 2004, net cash used in operating activities of $0.6 million was primarily attributable to a net loss from operations, a decrease in accounts payable and an increase in prepayments, partially offset by a decrease in inventories and an increase in accrued liabilities. The decrease in accounts payable was due principally to payments for inventory acquired at the end of fiscal year 2003 related to the replacement of our old VIA motherboard for thin clients with a new TRANSMETA motherboard, while the decrease in inventory was 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 primarily due to unpaid interest for the loan from Gemma Hwang.

5For the fiscal year ended October 31,~~198~~ 2003, net cash used in operating activities of $0.7 million was primarily attributable to a net loss from operations and an increase in inventory, partially offset by an increase in accounts payable and a decrease in accounts receivable and prepaids. The increase in inventory during fiscal 2003 was related to the replacement of our old VIA motherboard for thin clients with a new TRANSMETA motherboard. The decrease in accounts receivable was due to payments received for sales made at the end of fiscal year 2002. For the fiscal year ended October 31, 2004, net cash provided by investing activities of approximately $42,000 was represented by proceeds from sale of CNET stock, offset by loans to a related party. For the fiscal year ended October 31, 2003, net cash provided by investing activities of approximately $0.1 million was represented by payments received on notes receivable. For the fiscal year ended October 31, 2004, net cash provided by financing activities of approximately $0.7 million was represented by amounts borrowed from Gemma Hwang under the line of credit, partially offset payments under the lease and loan agreements. For the fiscal year ended October 31, 2003, net cash provided by financing activities of approximately $0.3 million was represented by amounts borrowed from Gemma Hwang for the line of credit, partially offset by payments for the lease agreement.

5In March 2000,~~516~~ the Company received approximately 375,000 shares of CNET common stock when CNET acquired mySimon, an Internet company. During fiscal 2000, TeleVideo sold approximately 335,000 shares of CNET stock, the aggregate proceeds of which were approximately $11.0 million. During fiscal 2001, the Company sold approximately 8,000 shares of CNET stock for approximately $0.3 million. In January 2004, the Company sold all its shares of CNET common stock and proceeds of approximately $0.3 million were used for regular business activities.

5In December 1998,~~812~~ the Company sold its 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 TeleVideo, for $11.0 million. Consideration consisted of $8.25 million in cash and a $2.8 million promissory note. The note beared interest at 7.25% per annum. Principal and accrued interest are 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. As mentioned in Note 8, this note receivable was written off during fiscal year 2004 in connection with the purchase of TVCA, LLC.

The Company concurrently leased back this facility over a 15-year lease term expiring in December 2013. The land component has been recorded as an operating lease. 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 $6.3 million. As a result of the sale for $11.0 million,~~082~~ a deferred gain of approximately $8.0 million was recorded. The deferred gain attributable to the land element, which approximates $3.5 million, was being amortized over the 15-year lease life on the straight-line method. The deferred gain attributable to the building element, which approximates $4.5 million, was 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 February 2004, the Company entered into an agreement that resulted in the termination of our sale-leaseback tra nsaction.

~~Stockholders'~~On ~~equity~~August 9, 2004, the Company purchased all the membership interests in TVCA, LLC (~~deficit~~"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 an amount of $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 8 of notes to financial statements for more information about this transaction.

(4In December 2000,~~372)~~ the Company entered into a lease agreement to sublease a portion of its main facility to a company unaffiliated with TeleVideo. 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.

(At the end of fiscal 2004, the Company had a working capital deficit of approximately $2.0 million, compared to a $1.6 million recorded at the end of fiscal 2003,~~768)~~ an increase of $0.4 million, or 25%.

~~895~~In May 2001, the Company obtained a line of credit from Gemma Hwang ("Mrs. Hwang"), the spouse of the Company's CEO and majority stockholder, Dr. K. P. 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 the operations. The Company granted to Mrs. Hwang a security interest in the following described property as collateral for the line of credit:

8a) 15,~~299~~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.

2During fiscal years 2003 and 2004,~~504~~ Xeline, Synertech and Ningbo China were written off from the Company's books due to impairments in their fair market value, and, consequently, the value of the assets granted as security interest for this note was reduced.

Under this line of credit, which bears interest at prime plus one percent per annum, payable monthly, 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 then paid, as agreed between the Company and Mrs. Hwang. In November 2003, Gemma 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%.

The Company's CEO, Dr. K. Philip Hwang (1"Dr. Hwang") ~~Includes~~, ~~loss~~is ~~from~~a ~~investments~~5% shareholder of $4TeleMann,~~709~~ Inc.,~~000~~ a subsidiary of Global Telemann Systems, Inc. (2"GTS") ~~Includes~~, ~~net~~a ~~gains~~privately ~~from~~held company. In fiscal year 2004, the ~~sales~~Company ofagreed ~~C-NET~~to ~~stock~~loan ofGTS up to $100.3 million,~~059~~ with an annual interest rate of 6%,~~000.~~ (and GTS borrowed a total of $0.3~~) Includes~~ ~~loss~~million. Up to $0.2 million from ~~investments~~this loan was personally guaranteed by Dr. Hwang. As of $1October 31,~~101~~ 2004,~~000~~ the balance of the loan was approximately $0. ~~(4) Includes~~3 ~~loss~~million ~~from~~and ~~investments~~after ofTelemann failed to meet the loan agreement conditions, the Company reserved approximately $0.1~~,145,000~~ million against the loan. The Company has filed a lawsuit against Telemann and is waiting for the results of this action before requesting the payment of $0.2 million guaranteed by Dr. Hwang.

~~See~~During ~~"Management's~~fiscal ~~Discussion~~year ~~and~~2004, ~~Analysis~~the Company had serious financial difficulties, due to the continuous loss from operations, to the ending of ~~Financial~~the ~~Condition~~sublease agreement with its tenant and ~~Results~~to the decision of ~~Operations"~~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 ~~accompanying~~Company ~~Notes~~entered into an agreement to ~~Consolidated~~cancel ~~Financial~~the ~~Statements~~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 loses from operations and its financial condition was deteriorating. After an analysis of a ~~discussion~~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 ~~operating~~the ~~results~~year. Consequently, ~~liquidity~~if ~~needs~~there is not a significant improvement in our operations' activities, ~~restatement~~a substantial increase in sales or a significant reduction of ~~financial~~operational ~~statements~~expenses, and ~~acquisitions~~we ~~and~~are ~~dispositions~~unable ~~during~~to find additional sources of income or financing resources, including the ~~periods.~~rental of our available space at the headquarters property, we may be unable to sustain our operations through the end of fiscal 2005.

~~Item~~In 7January 2005, the Company entered into a definitive agreement with Neoware, Inc. ~~Management~~("Neoware"), one of its competitors, under which Neoware will acquire the Company's ~~Discussion~~thin client business, including all thin client assets, certain contract obligations, a trademark license, product brands, customer lists, customer contracts and non-competition ~~Analysis~~agreements for $5 million in cash plus a potential earn-out based upon performance. In addition, as of ~~Financial~~January ~~Condition~~12, 2005, TeleVideo retained Neoware as its exclusive distributor and ~~Results~~sales ofagent ~~Operations~~and all TeleVideo thin client products are available directly from Neoware. The transaction is subject to regulatory approval and the acquisition was originally expected to close in March 2005, subsequently changed to June 2005.

~~General~~We have not entered into any off-balance sheet financing arrangements and we have not established any variable interest entities. We do not have any unconditional purchase obligations or non-cancelable commitments for capital expenditures. We have not guaranteed the debt or obligations of other entities or entered into options on non-financial assets.

~~Management's~~Factors discussion and analysis of its financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that ~~affect~~May ~~the~~Affect ~~reported~~Future amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to revenue recognition, allowance for doubtful accounts, inventories, asset impairments, income taxes, warranty obligations, restructuring charges, and commitments and contingencies. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates or our estimates may be affected by different assumptions or conditions.Results
(Risk Factors)

~~The~~Competitive following discussion and analysis should be read in conjunction with "Selected Financial Data" and our Consolidated Financial Statements and Notes thereto included elsewhere in this Form 10-K. Except as otherwise noted, the discussion of financial results gives effect to the accounting adjustments described in "Restatement of Financial Statements" below.Markets

~~Shortly~~The ~~before~~thin ~~the~~client ~~end~~and ofterminal ~~fiscal~~markets ~~2003,~~are ~~the~~intensely ~~Company's~~competitive. ~~former~~The ~~accountants~~principal ~~informed~~elements usof ~~that~~competition ~~they~~are ~~did~~pricing, ~~not~~product ~~register~~quality ~~with~~and ~~the~~reliability, ~~Public~~price/performance ~~Company~~characteristics, ~~Accounting Oversight Board~~compatibility, ~~would~~marketing noand ~~longer~~distribution becapability, ~~permitted~~service toand ~~perform audits of public companies~~support, and ~~were~~reputation ~~therefore~~of ~~unable to continue as~~ the ~~Company's independent auditors~~manufacturer. AtTeleVideo ~~that~~competes ~~time, the Company began an intensive search for a new independent accounting firm~~ with ~~the expertise and experience necessary to provide the quality auditing services required by~~ a ~~public~~large ~~company.~~number Asof ~~previously~~manufacturers, ~~disclosed~~most inof ~~our~~which ~~current~~have ~~report~~significantly ongreater ~~Form 8-K~~financial, ~~filed January 5~~marketing, ~~2004,~~and ~~the~~technological ~~Company~~resources ~~appointed~~than ~~Burr,~~TeleVideo. ~~Pilger~~There &can ~~Mayer~~be ~~LLP~~no ~~("BPM")~~assurance asthat ~~its new independent accountants to audit~~ the Company's ~~financial~~will ~~statements~~be ~~for~~able ~~the~~to ~~fiscal~~compete ~~year~~effectively ~~ended~~against ~~October~~these ~~31, 2003~~companies.

~~Preparation~~Product of the financial statements required for the Company's annual report on Form 10-K for the fiscal year ended October 31, 2003 has required BPM to re-audit the financial statements for the fiscal years ended October 31, 2002 and 2001. Based on BPM's findings, management recommended to the Company's board of directors that the Company's historical financial statements for fiscal years 2002 and 2001 along with all the quarterly periods since October 31, 2000, be restated. TeleVideo filed a Form 8-K on March 5, 2004, notifying its investors, the SEC, and the general public that the filing of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2003 would be delayed pending completion of the restatement.Development

The ~~Company~~computer ~~has~~market ~~restated~~is ~~its~~characterized ~~consolidated~~by ~~financial~~rapid ~~statements~~technological ~~for~~change ~~the~~and ~~fiscal~~product ~~years~~obsolescence, ~~ended~~often ~~October~~resulting ~~31,~~in ~~2001~~short ~~and~~product ~~2002~~life cycles and ~~for~~rapid ~~the~~price ~~quarters~~declines. ~~ended~~The ~~January~~Company's ~~31,~~operations ~~2001~~will continue to depend primarily on its ability to continue reducing costs through ~~July~~manufacturing ~~31,~~efficiencies ~~2003.~~and ~~All~~price ~~applicable~~negotiation ~~financial~~with ~~information~~suppliers, ~~contained~~the incontinued ~~this~~market ~~Annual~~acceptance ~~Report~~of onits ~~Form~~existing ~~10-K~~products, ~~gives~~and ~~effect~~its ability to ~~these~~develop ~~restatements~~and introduce new products. ~~Accordingly,~~There can be no assurance that TeleVideo will successfully develop new products or that the ~~financial~~new ~~statements~~products ~~for~~it ~~those~~develops ~~fiscal~~will ~~periods~~be ~~described~~introduced ~~above~~in a timely manner and receive substantial market acceptance. There can also be no assurance that ~~have~~product ~~been~~transitions ~~included~~will be managed in ~~the~~such a way as to minimize inventory levels and obsolescence of discontinued products. The Company's ~~previous~~operating ~~filings~~results ~~with~~could ~~the~~be ~~Securities~~adversely ~~and~~affected ~~Exchange~~if ~~Commission~~TeleVideo oris ~~included~~unable into ~~previous~~manage ~~announcements~~successfully ~~should~~all ~~not~~aspects beof ~~relied~~product ~~upon~~transitions.

~~Restatement~~Single-sourced ~~of Financial Statements~~ Products

The ~~net~~Company ~~effect~~generally ofuses ~~all~~standard ofparts ~~the~~and ~~restatement~~components ~~adjustments~~available isfrom tomultiple ~~increase~~suppliers. ~~the Company's net loss by $18~~However,~~000~~ incertain ~~fiscal~~parts ~~year 2000,~~ and tocomponents ~~decrease~~used in the Company's ~~net~~products ~~loss~~are byobtained ~~$133,000~~from ina ~~fiscal~~single ~~year~~source. ~~2001 and by $74~~If,~~000~~ incontrary ~~fiscal~~to ~~year~~its ~~2002.~~expectations, ~~The~~the Company's ~~consolidated~~is ~~statements~~unable ~~of cash flows have been restated~~ to ~~reflect~~obtain ~~the~~sufficient ~~reclassification~~quantities of ~~changes~~any single-sourced incomponents, ~~assets~~the ~~and~~Company ~~liabilities~~will ~~during~~experience ~~the~~delays ~~periods~~in asproduct ~~discussed above~~shipments.

AReliance ~~summary~~on ~~of the significant effects of the restatement is as follows (in thousands, except per share amounts):~~ Forecasts

~~For~~The Company offers its products through various distribution channels. Changes in the ~~years~~financial ~~ended~~condition ~~October~~of, 31or in the Company's relationship with, ~~2002 2001 As~~ ~~Reported Restated As~~its ~~Reported~~distributors could cause actual operating results to vary from those expected. Also, the Company's customers generally order products on an ~~Restated Consolidated~~as-needed ~~Statements~~basis. Therefore, virtually all product shipments in a given fiscal quarter result from orders received in that quarter. The Company anticipates that the rate of ~~Operations~~new ~~Data Net~~orders will vary significantly from month to month. The Company's manufacturing plans and expenditure levels are based primarily on sales ~~$ 8~~ forecasts. Consequently,~~204 $ 8~~ if anticipated sales and shipments in any quarter do not occur when expected,~~028 $ 6,936 $ 6,816 Gross~~ ~~profit 1~~expenditure and inventory levels could be disproportionately high,~~136 1,029 723 1,191 Operating~~ ~~loss (2~~and the Company's operating results for that quarter,~~915) (2,667) (3,544) (3,048) Net~~ ~~loss (2~~and potentially future quarters,~~634) (2,560) (6,464) (6,331) Net~~ ~~loss~~would ~~per~~be ~~common~~adversely ~~share $ (0~~affected.~~23) $ (0.23) $ (0.57) $ (0.56)~~

AsFactors ofthat ~~October~~Could ~~31, 2002 As~~Affect ~~Reported Restated Consolidated~~Stock Balance Sheets Data Accounts receivable, net $ 1,558 $ 1,215 Inventory, net 1,420 1,625 Prepaids and other current assets 244 317 Property, plant and equipment, net 4,852 4,831 Other assets - 211 Accounts payable 416 311 Accrued liabilities 707 161 Deferred rent - 591 Accumulated deficit $ (98,123) $ (97,934) Price

~~Sales~~The market price of TeleVideo's common stock could be subject to fluctuations in response to quarter to quarter variations in operating results, changes in analysts' earnings estimates, and ~~Cost~~market Ofconditions ~~Sales~~in the computer technology industry, as well as general economic conditions and other factors external to the Company. In fiscal 2004, the highest price for TeleVideo shares of stock was $0.75, and the lowest price was $0.13.

~~The~~Foreign ~~Company~~Currency ~~discovered that certain shipments of evaluation~~ and ~~replacement~~Political units, where a right of return existed, were recognized as revenue (sales), rather than temporary transfers of inventory. Consequently, the amount of the net revenue and the timing of the revenue originally recorded required adjustment. These adjustments caused the pre-tax loss to increase by $176,000 in fiscal year 2002 and $120,000 in fiscal year 2001.Risk

The ~~effect~~Company markets its products worldwide. In addition, a large portion of the ~~revenue~~Company's ~~adjustments~~part onand ~~pre-tax~~component ~~loss~~manufacturing, ~~was~~along ~~partially~~with ~~offset~~key bysuppliers, are located outside the ~~adjustments~~United ofStates. Accordingly, the ~~cost~~Company's offuture ~~good~~results ~~sold~~could ~~for~~be ~~these~~adversely ~~shipments.~~affected ~~These~~by ~~adjustments~~a ~~caused~~variety ~~the~~of ~~pre-tax~~factors, ~~loss~~including tofluctuation ~~decrease~~in byforeign ~~$61~~currency exchange rates,~~000~~ changes in ~~fiscal~~a ~~2002~~specific ~~and $59~~country's or region's political or economic conditions,~~000~~ trade protection measures, import or export licensing requirements, unexpected changes in ~~fiscal~~regulatory ~~2001~~requirements, and natural disasters.

~~Expenses~~Investments in Affiliates

~~Reviewing~~Investments ~~the~~in ~~previously~~affiliates ~~filed~~represent ~~consolidated~~approximately ~~financial~~1% ~~statements,~~of the Company's ~~identified~~total ~~several~~assets ~~accrued~~at ~~liability~~October 31, ~~items~~2004. ~~for~~If ~~which~~there itis ~~concluded~~additional ~~that~~impairment ~~the~~in ~~amount of~~ the ~~liability,~~carrying ~~the~~value ~~timing~~ of the ~~liability~~affiliate ~~recognition~~investments, or the ~~timing~~Company ofwill ~~the~~reduce ~~release of~~ the ~~liability~~carrying ~~could~~value ~~not~~of ~~presently~~such beinvestments. ~~substantiated~~During orfiscal ~~was~~year in2004, ~~error~~the ~~and~~Company ~~should~~decreased bethe ~~adjusted.~~carrying Invalue ~~summary,~~of ~~the~~its ~~effects~~affiliate ofinvestments ~~the~~by ~~adjustments~~approximately ~~are:~~$0.2 million.

~~During~~Recent ~~the~~Accounting 1999-2000 period, the Company accrued a liability for legal contingencies in the amount of $200,000 to cover potential legal liabilities resulting from open and possible lawsuits existing at that time. After reviewing the basis for these accruals, it was determined that the risk for these liabilities no longer existed as of November 1, 2000. Consequently, the legal contingency accrual of approximately $190,000 was written off and the effect of this adjustment was to decrease the accumulated deficit as of November 1, 2000 by $190,000;Pronouncements

~~The~~In ~~Company~~May ~~identified~~2003, ~~that~~the itFASB ~~had~~issued ~~not~~SFAS ~~been~~150, ~~accounting~~"Accounting for ~~its~~Certain ~~lease~~Financial ~~expenses,~~Instruments ~~starting~~with onCharacteristics ~~January~~of ~~1999,~~both onLiabilities aand ~~straight-line~~Equity." SFAS ~~basis~~150 inestablishes ~~accordance~~standards ~~with~~for ~~Financial~~how ~~Accounting~~an ~~Standards~~issuer ~~Board~~classifies ~~("FASB")~~and ~~Technical~~measures ~~Bulletin~~certain ~~("FTB")~~financial ~~85-3.~~instruments Aswith acharacteristics ~~result,~~of ~~the~~both ~~Company~~liabilities ~~adjusted~~and ~~its~~equity. SFAS ~~lease~~150 ~~expense~~is ~~and~~effective ~~the~~for ~~related~~existing ~~deferred~~or ~~lease~~new ~~liability.~~contracts ~~The~~for ~~deferred~~fiscal ~~rent~~periods ~~adjustment~~beginning ~~increased~~after ~~the~~December ~~net~~15, ~~loss~~2003. The byCompany ~~$148,000~~believes ~~for~~that ~~fiscal~~the ~~years~~adoption ~~2002~~of ~~and~~SFAS ~~2001,~~150 ~~respectively,~~will ~~and~~not ~~increased~~have a material impact on the ~~accumulated~~financial ~~deficit~~position ator ~~November~~results 1,of ~~2000~~operations byof ~~$296,000;~~the Company.

~~After~~In ~~introducing~~March 2004, the ~~new~~Emerging ~~TeleClient~~Issues ~~line~~Task ofForce ~~products~~("EITF") inreached ~~1998,~~a ~~the~~consensus ~~sales~~on ~~agreements~~recognition ~~signed~~and ~~with~~measurement ~~some~~guidance ofpreviously ~~our~~discussed ~~top~~under ~~vendors~~EITF 03-01, ~~the~~"The ~~Company~~Meaning ~~committed~~of toOther-Than-Temporary ~~participate~~Impairment inand ~~cooperative~~Its ~~advertising~~Application ~~programs,~~to ifCertain ~~certain~~Investments." ~~criteria~~The ~~regarding~~consensus ~~sales~~clarifies ~~performance~~the meaning of other-than-temporary impairment and ~~the~~its ~~content~~application ofto ~~advertising~~investments ~~programs~~classified ~~were~~as ~~met.~~either available-for-sale ~~After~~or ~~reviewing~~held-to-maturity ~~the~~under ~~sales~~SFAS ~~agreements~~115, ~~with~~"Accounting ~~existing~~for ~~customers~~Certain Investments in Debt and Equity Securities," ~~the~~and ~~Company~~investments ~~concluded~~accounted ~~that~~for under the ~~cooperative~~cost ~~advertising~~method ~~accrual~~or ~~balance~~the ofequity ~~$252,000~~method. ~~was~~The norecognition ~~longer~~and ~~necessary~~measurement atguidance ~~January~~is ~~31,~~applied ~~2002~~to other-than-temporary ~~because~~impairment ~~all~~evaluations ~~these~~in ~~contracts~~reporting ~~were~~periods ~~either~~beginning ~~expired~~after orJune 15, ~~renegotiated~~2004. ~~and~~In September 2004, the ~~clause~~EITF ~~regarding~~delayed ~~cooperative~~the ~~advertising~~requirement ~~programs~~to ~~was~~record ~~excluded~~impairment ~~from~~losses ~~the~~under EITF 03-01 until new ~~contracts.~~guidance ~~Consequently,~~is ~~the~~issued. ~~entire~~The ~~balance~~adoption of this ~~account~~consensus ~~was~~caused ~~written~~the ~~off~~recognition inof ~~the~~cost ~~first~~method ~~quarter~~impairmen t losses of ~~fiscal~~investment ~~2002,~~in ~~and~~affiliates as reflected within the ~~effect~~consolidated statements of ~~this~~operations ~~adjustment~~for ~~was~~the toyears ~~decrease~~ended ~~the~~October ~~net~~31, ~~loss~~2004, ~~for~~2003 ~~fiscal~~and 2002. ~~by $252,000;~~

~~There~~In ~~were~~November ~~also~~2004, ~~certain~~the ~~adjustments~~Financial Accounting Standards Board ("FASB") issued SFAS 151, "Inventory Costs, an amendment of ARB No. 43, Chapter 4". The amendments made by SFAS 151 clarify that abnormal amounts of idle facility expense, freight, handling costs, and ~~reclassifications~~wasted materials (spoilage) should be recognized as current-period charges and require the allocation of ~~expenses~~fixed ~~with~~production ~~little~~overheads orto noinventory ~~effect~~based on the ~~net~~normal ~~loss~~capacity ~~for~~of the ~~restated~~production facilities. The guidance is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Earlier application is permitted for inventory costs incurred during fiscal years beginning after November 23, 2004. The Company has evaluated the impact of the adoption of SFAS 151, and does not believe the impact will be significant to the Company's overall results of operations or financial position.

In ~~Overview~~December 2004, the FASB issued SFAS 123R, "Share-Based Payment." SFAS 123R will provide investors and other users of financial statements with more complete and neutral financial information by requiring that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. SFAS 123R covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. SFAS 123R replaces SFAS 123, "Accounting for Stock-Based Compensation", and supersedes Accounting Principles Board Opinion 25 ("Opinion 25"), "Accounting for Stock Issued to Employees." SFAS 123, as originally issued in 1995, established as preferable a fair-value-based method of accounting for share-based payment transac tions with employees. However, SFAS 123 permitted entities the option of continuing to apply the guidance in Opinion 25, as long as the footnotes to financial statements disclosed proforma net income using fair-value-based methods. Public will be required to apply SFAS 123R as of the first interim or annual reporting period that begins after June 15, 2005. The Company has not yet determined which transition method will be adopted for the recognition of the stock based compensatory expense.

~~The~~Critical ~~Company~~Accounting continues to focus its efforts toward providing high-performance Windows-based terminals to the business and consumer markets. In recent years, the Company has phased out the sale of multimedia products and monitors to focus on utilizing its expertise in server-based network computing to forge new ground in delivering thin-client solutions. In November 1998, the Company launched its Windows-based terminal products. Policies
InRevenue August 2000, the Company acquired Promise Engineering, Inc., subsequently renamed TeleVideo Mobile Electronics Division, which provides a channel for products made by companies in which TeleVideo invested: Alpha and K&T. These products were car accessories, including car alarms and hands-free phone accessories. The new product line did not have significant operations in 2000. In fiscal 2001, because of lower than expected sales activity for these products, the Company discontinued the production of car accessories products. 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.

The Company faces strong competition in the marketplace and continues to look for ways to improve operating efficiency. To lower the production costs, the Company has continued to negotiate with its suppliers and has also shifted many production processes overseas to subcontractors. Warranty
We generally offer a one-year to three-year warranty on all of our products. We record a liability based on estimates of the costs that may be incurred under our warranty obligations and charge to cost of product revenues the amount of such costs at the time revenues are recognized. While we engage in product quality programs and processes, including actively monitoring and evaluating the quality of component suppliers, our warranty obligation is affected by product failure rates, material usage, and service delivery costs incurred in correcting a product failure. Our 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, our gross m argins could be adversely affected.

~~Results~~Allowance offor ~~Operations~~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.

~~Fiscal~~Deferred ~~2003 Compared to Fiscal 2002~~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 assets and liabilities 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.

Net sales for fiscal year 2003 were approximately $8.6 million, compared to $8.0 million in fiscal 2002, an increase of $0.6 million, or 8%. Sales of terminals have decreased in fiscal 2003 to $2.2 million from $2.3 million in fiscal 2002, a decrease of $0.1 million or 4%. This decrease reflects the Company's focus on the sales of its new TeleClient products rather than the old terminals. The sales of TeleClients were approximately $6.3 million in fiscal 2003, compared to approximately $5.6 million in fiscal 2002, an increase of $0.7 million or 13%. 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.

~~Cost~~Valuation of ~~sales~~Long-Lived for fiscal year 2003 was approximately $7.6 million, compared to $7.0 million in fiscal 2002, an increase of $0.6 million, or 8%. The increase in cost of sales was due in principal to the increase in net sales, as the gross profit remained at the same level of approximately $1.0 million for fiscal years 2003 and 2002.Assets
We assess the impairment of long-lived assets if events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that could trigger an impairment review include the following: (i) significant negative industry or economic trends; (ii) exiting an activity in conjunction with a restructuring of operations; (iii) current, historical or projected losses that demonstrate continuing losses associated with an asset; or (iv) a significant decline in our market capitalization, for an extended period of time, relative to net book value. When we determine that there is an indicator that the carrying value of long-lived assets may not be recoverable, we measure impairment based on estimates of future cash flows. These estimates include assumptions about future conditions such as future revenues, gross margins, operating expenses within our company, the fair values of certain assets based on appraisals, and industry trends.

~~Sales~~Goodwill and marketing expenses for fiscal year 2003 were approximately $1.6 million, compared to $1.3 million in fiscal year 2002. As a percentage of net sales, sales and marketing expenses increased to 19% in fiscal 2003 from 17% in fiscal year ended in 2002. The increase is due in principal to the effect of the cooperative advertising accrual written off in 2002 of approximately $0.3 million. Without this adjustment, sales and marketing expenses would have decreased as a percentage of net sales from 20% in fiscal 2002 to 19% in fiscal 2003.

Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"), requires goodwill to be tested for impairment on an annual basis and between annual tests in certain circumstances, and written down when impaired. Based on the impairment tests performed, there was impairment of goodwill in fiscal 2004. See Note 8 for additional information regarding goodwill impairment.

~~Research~~ITEM ~~and development expenses were approximately $0~~7A.~~7 million~~ inQUANTITATIVE ~~fiscal~~AND ~~2003,~~QUALITATIVE ~~compared~~DISCLOSURES toABOUT ~~$0.6 million~~MARKET in fiscal 2002. As a percentage of net sales, research and development expenses were 9% in fiscal 2003, compared to 7% in fiscal 2002. The increase in research and development expenses is primarily the result of the increase in payroll expenses recorded in fiscal 2003. In fiscal 2003, the number of personnel involved in research and development increased from 4 to 6 people, resulting in additional salary expenses of approximately $0.1 million.RISK

~~General~~The ~~and~~Company ~~administrative~~is ~~expenses~~subject ~~were~~to ~~approximately~~market ~~$1.6 million~~risk for changes in ~~fiscal~~interest ~~2003~~rates, ~~compared~~because toits ~~$1.8 million~~line inof ~~fiscal~~credit ~~2002,~~with Gemma Hwang has a ~~decrease~~variable ofinterest ~~$0.2 million~~rate, orequal ~~10%.~~to Asthe aWall ~~percentage~~Street Journal prime rate published at the beginning of ~~net~~each ~~sales~~month, ~~general~~plus ~~and~~one ~~administrative~~percent. ~~expenses~~The ~~were~~Company ~~18%~~may inbe ~~fiscal~~able ~~2003,~~to ~~compared~~renegotiate toits ~~22%~~agreement inwith ~~2002.~~Gemma ~~The~~Hwang, ~~decrease~~regarding isthe ~~due~~interest rate, as it happened in ~~principal~~fiscal to2002, but the ~~decrease~~success inof ~~salary~~future ~~expenses~~negotiations cannot be assured. As of ~~this~~October ~~department~~31, ~~after~~2004, the ~~workforce~~balance of this note was ~~reduced~~$4.3 ~~during~~million, ~~fiscal~~including ~~2002~~accrued interest of approximately $0. 3 million, and the interest rate was 5.75%.

The market risk for changes in the interest rate for the Company's ~~loss~~investments ~~from~~is ~~operations~~not ~~was~~significant ~~approximately~~because ~~$2.9 million~~these ininvestments ~~fiscal~~are ~~2003,~~limited ~~compared~~ to $2highly liquid instruments with maturities of three months or less.7 ~~million~~At ~~fiscal~~October 31, ~~2002~~2004, anthe ~~increase~~Company ofhad approximately $0.2 7 million orclassified 7%as cash and cash equivalents.

~~Other~~ITEM ~~income net of other expenses was approximately $0~~8.~~1 million~~ inFINANCIAL ~~fiscal~~STATEMENTS ~~2003,~~AND ~~the~~SUPPLEMENTARY ~~same as in fiscal 2002.~~DATA

~~The~~Table ~~net loss for fiscal 2003 was approximately $2.8 million, compared to a net loss~~ of $2.6 million in fiscal 2002, an increase of $0.2 million, or 10%. The increase is due in principal to the effect of the cooperative advertising accrual written off in 2002 of approximately $0.3 million. Without this adjustment, the net loss would be approximately $2.9 million in fiscal 2002, compared to approximately $2.8 million in fiscal 2003.Contents

NoREPORT ~~income~~OF ~~tax~~INDEPENDENT ~~was~~REGISTERED ~~recorded~~PUBLIC ~~for~~ACCOUNTING FIRM CONSOLIDATED BALANCE SHEETS - FISCAL YEARS 2004 AND 2003 orCONSOLIDATED ~~2002.~~STATEMENTS ~~The~~OF ~~Company~~OPERATIONS ~~has~~- ~~approximately~~FISCAL ~~$95.8 million~~YEARS in2004, ~~federal~~2003 ~~net~~AND ~~operating~~2002 ~~loss~~CONSOLIDATED ~~and~~STATEMENTS ~~credit~~OF ~~carryovers~~STOCKHOLDERS' ~~and~~DEFICIT ~~approximately~~- ~~$17.6 million~~FISCAL inYEARS ~~state~~2004, ~~net~~2003 ~~operating~~AND ~~loss~~2002 ~~carryovers~~CONSOLIDATED ~~available~~STATEMENTS toOF ~~offset~~CASH ~~future~~FLOW ~~federal~~- ~~and~~FISCAL ~~state~~YEARS ~~corporate~~2004, ~~income~~2003 ~~tax~~AND ~~liabilities.~~2002 NOTES TO FINANCIAL STATEMENTS

~~Net~~Report ~~loss per share in fiscal 2003 was $0.25, compared to a net loss per share in fiscal 2002~~ of ~~$0.23,~~Independent ~~based~~Registered onPublic ~~11,310,000~~Accounting ~~weighted average shares outstanding.~~ Firm

~~Fiscal~~The ~~2002~~Board ~~Compared~~of toDirectors ~~Fiscal~~and ~~2001~~Stockholders of TeleVideo, Inc.

~~Net~~We ~~sales~~have ~~for~~audited ~~fiscal~~the ~~year~~accompanying ~~2002~~consolidated ~~were~~balance ~~approximately~~sheets ~~$8.0 million, compared to $6.8 million in fiscal 2001, an increase~~ of ~~$1.2 million~~TeleVideo, ~~or 18%~~Inc. ~~Sales~~as of ~~terminals~~October ~~have~~31, ~~decreased~~2004 inand ~~fiscal~~2003, ~~2002~~and tothe ~~$2.3 million~~related ~~from~~consolidated ~~$3.3 million~~statements inof ~~fiscal 2001~~operations, astockholders' ~~decrease~~deficit, ofand ~~30%.~~cash ~~This~~flows ~~decrease~~for ~~reflects~~each of the ~~Company~~three ~~focus~~years onin the ~~sales~~period ofended ~~its~~October ~~new TeleClient~~31, ~~rather~~2004. ~~than~~The ~~the~~consolidated ~~old~~financial ~~terminals.~~statements ~~The~~are ~~sales~~the responsibility of ~~TeleClients~~the ~~were~~Company's ~~approximately $5~~management.~~6 million~~ inOur ~~the~~responsibility ~~year~~is ~~2002,~~to ~~compared~~express toan ~~$3.1 million~~opinion inon ~~the~~these ~~year~~consolidated ~~2001,~~financial anstatements ~~increase~~based ofon ~~81%~~our audits.

~~Cost~~We ofconducted ~~sales~~our ~~for~~audits ~~fiscal~~in ~~year~~accordance ~~2002~~with ~~was~~the ~~approximately~~standards ~~$7.0 million,~~of ~~compared~~the toPublic ~~$5.6 million~~Company inAccounting ~~fiscal~~Oversight ~~2001,~~Board an(United ~~increase~~States). ofThose ~~$1.4 million,~~standards orrequire ~~24%.~~that ~~Cost~~we ofplan ~~sales~~and asperform athe ~~percentage~~audit ofto ~~net~~obtain ~~sales~~reasonable ~~increased~~assurance toabout ~~87%~~whether inthe ~~2002~~financial ~~from~~statements ~~83%~~are infree ~~2001~~of material misstatement. ~~The~~An ~~increase~~audit ofincludes ~~cost~~examining, ofon ~~sales~~a astest ~~percentage~~basis, ofevidence ~~total~~supporting ~~net~~the ~~sales~~amounts isand ~~due~~disclosures in ~~principal~~the tofinancial statements. An audit also includes assessing the ~~scrapped~~accounting ~~inventory~~principles ofused ~~mobile~~and ~~electronics~~significant ~~products~~estimates made by management, inas well as evaluating the ~~amount~~overall offinancial ~~approximately~~statement $0presentation.5 ~~million,~~We ~~during~~believe ~~fiscal~~that ~~year~~our ~~2002~~audits provide a reasonable basis for our opinion.

~~Sales~~As ~~and~~more ~~marketing~~fully ~~expenses~~described ~~for~~in ~~fiscal~~Note ~~year~~10 ~~2002~~to ~~were~~the ~~approximately~~consolidated ~~$1.3 million~~financial ~~compared~~statements, ~~with~~the ~~$2.2 million~~Company indid ~~fiscal~~not ~~2001,~~maintain aadequate ~~decrease~~accounting ofrecords ~~$0.9 million,~~needed orin ~~40%.~~order Asto aprovide ~~percentage~~stock ofoption ~~net~~financial ~~sales,~~statement ~~sales~~disclosures ~~and~~that ~~marketing~~are ~~expenses~~required ~~decreased~~under toaccounting ~~17%~~principles ingenerally ~~fiscal~~accepted ~~2002~~in ~~from~~the ~~33%~~United inStates ~~fiscal~~of ~~2001~~America. However, ~~The~~as ~~decrease~~a ~~represents~~result ~~the results~~ of ~~the~~this ~~cooperative~~departure ~~advertising~~from ~~accrual~~accounting ~~written~~principles ~~off~~generally accepted in ~~2002,~~the United States of ~~approximately~~America ~~$0.3~~there ~~million~~was no impact on the October 31, 2004 and of2003 consolidated balance sheets or the ~~Company~~related consolidated statements of operations, stockholders's ~~efforts~~deficit toor ~~decrease~~cash ~~all~~flows ~~the~~for ~~categories~~each of ~~expenses.~~the three years in the period ended October 31, 2004.

~~Research~~In ~~and~~our ~~development~~opinion, ~~expenses~~except ~~were~~that ~~approximately~~the ~~$0.6 million~~omission inof ~~fiscal~~the ~~2002,~~stock ~~compared~~option toinformation ~~$0.8 million~~is inan ~~fiscal~~incomplete ~~2001.~~presentation Asof athe ~~percentage~~financial ofstatement ~~net~~disclosures ~~sales~~as explained in the preceding paragraph, ~~research~~the ~~and~~consolidated ~~development~~financial ~~expenses~~statements ~~decreased~~referred to 7%above present fairly, in ~~fiscal~~all ~~2002~~material ~~compared~~respects, tothe ~~12%~~financial inposition ~~fiscal~~of ~~2001~~TeleVideo, Inc. Inat ~~fiscal~~October ~~2002~~31, 2004 and 2003, and the ~~personnel~~results ~~involved~~of intheir ~~research~~operations and ~~development~~their ~~decreased~~cash ~~from~~flows 5for toeach 4of ~~people~~the three years in the period ended October 31, ~~resulting~~2004, in aconformity ~~reduction~~with accounting principles generally accepted in ~~salary~~the ~~expenses~~United States of ~~approximately $0~~America.~~1 million.~~

~~General~~The ~~and~~accompanying ~~administrative~~financial ~~expenses~~statements ~~were~~have ~~approximately~~been ~~$1.8 million~~prepared inassuming ~~fiscal~~that ~~2002,~~the ~~compared~~Company towill $1continue as a going concern.~~2 million~~ As discussed in ~~fiscal~~Note ~~2001~~1 to the financial statements, anthe ~~increase~~Company has sustained consecutive periods of ~~$0.6 million~~significant orlosses ~~53%.~~and Asis operating with a ~~percentage~~significant ofaccumulated ~~net~~deficit. ~~sales,~~These ~~general~~conditions ~~and~~raise ~~administrative~~substantial ~~expenses~~doubt ~~were~~about ~~22%~~its inability ~~fiscal~~to ~~2002,~~continue ~~compared~~as toa ~~17%~~going concern. Management's plans regarding those matters also are described in ~~2001~~Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As adiscussed ~~result,~~in ~~the~~Note ~~Company's~~2 ~~loss~~to ~~from~~the ~~operations~~accompanying ~~was~~consolidated ~~approximately~~financial ~~$2.7 million~~statements, inthe ~~fiscal~~Company ~~2002,~~has ~~compared~~restated toits ~~$3.0 million~~consolidated infinancial ~~fiscal~~statements ~~2001,~~for athe ~~decrease~~year ofended ~~$0.4 million~~October or31, ~~13%~~2002.

/s/ Burr, Pilger & Mayer LLP
Palo Alto, California
April 29, 2005, except as to Note 16, which is as of May 16, 2005

~~Other income~~TELEVIDEO, ~~net of other expenses were approximately $0~~INC.~~1 million~~ in fiscal 2002 as compared to other expenses of $3.3 million in fiscal 2001. The decrease is due in principal to the decrease recorded in the loss from investments, from $4.7 million in fiscal 2001 to $1.1 million in fiscal 2002.

~~The~~CONSOLIDATED ~~net~~BALANCE ~~loss~~SHEETS ~~for~~(In ~~fiscal year 2002 was approximately $2.6 million compared to a net loss of $6.3 million in fiscal 2001~~thousands, aexcept ~~decrease~~share ofand ~~$3.8 million,~~per orshare ~~60%. This decrease is due principally to the decrease of loss from investments, from approximately $4.7 million recorded in 2001 to $1.1 million recorded in the fiscal 2002.~~ amounts)

No October ~~income~~31, 2004 2003 ASSETS Current ~~tax~~assets: Cash ~~was~~and ~~recorded~~cash equivalents $ 747 $ 596 Marketable securities - 265 Accounts receivable, less allowance for ~~fiscal~~doubtful ~~years~~accounts ~~2002~~of $106 in 2004 and ~~2001.~~$148 ~~The~~in ~~Company~~2003 912 908 Loan ~~has~~to ~~approximately~~related ~~$94.0~~party ~~million~~ 200 - Note inreceivable - ~~federal~~current - 90 Inventories, net 1,504 3,696 Prepaids ~~operating~~and ~~losses~~other ~~and~~current ~~credit~~assets 79 92 Total ~~carryovers~~current assets 3,442 5,647 Property, plant and ~~approximately~~equipment, ~~$15.1~~net ~~million~~ 4,918 4,366 Mortgage escrow deposits 693 - Other assets - 222 Investments in ~~state~~affiliates 72 236 Note ~~net~~receivable, ~~operating~~less ~~loss~~current ~~carryovers~~portion - 2,305 Total ~~available~~assets to $ 9,125 $ 12,776 LIABILITIES ~~offset~~AND ~~future~~STOCKHOLDERS' ~~federal~~DEFICIT Current liabilities: Accounts payable $ 852 $ 2,607 Accrued liabilities 506 307 Related party note payable 4,017 3,217 Obligation under capital lease - current - 407 Deferred gain on sale of land and ~~state~~building - ~~corporate~~current - 538 Deferred ~~income~~rent ~~tax~~liability - current - 125 Mortgage loan payable - current 106 - Total current liabilities. No 5,481 7,201 Deferred ~~net~~rent ~~deferred~~liability, ~~tax~~less ~~asset~~current ~~has~~portion - 592 Obligation ~~been~~under ~~recognized~~capital bylease, ~~the~~less ~~Company~~current ~~for~~portion - 4,419 Deferred ~~any~~gain ~~future~~on ~~tax~~sale ~~benefit~~of toland beand ~~provided~~building, ~~from~~less ~~the~~current ~~loss~~portion - 4,936 Mortgage &loan ~~credit~~payable, ~~carry~~less ~~forwards~~current ~~since~~portion 8,669 - Total ~~realization~~liabilities 14,150 17,148 Commitments and contingencies (Note 14) Stockholders' deficit: Preferred Stock, $0.01 par value; Authorized - 3,000,000 shares Outstanding - None as of ~~any~~October 31, ~~such~~2004 ~~benefit~~and is2003 - - Common ~~not~~stock, ~~assured~~$0.01 par value; Authorized - 20,000,000 shares Outstanding - 11,309,772 shares at October 31, 2004 and 2003 (net of 120,000 treasury shares) 453 453 Additional paid-in capital 95,735 95,735 Accumulated other comprehensive income - 179 Accumulated deficit (101,213) (100,739) Total stockholders' deficit (5,025) (4,372) Total liabilities and stockholders' deficit $ 9,125 $ 12,776

~~Net~~The ~~loss~~accompanying ~~per~~notes ~~share~~are inan ~~fiscal~~integral ~~year~~part ~~2002 was $0.23, compared to a net loss per share in fiscal 2001~~ of ~~$0.56~~these ~~based~~consolidated onfinancial ~~11,310,000 weighted average shares outstanding~~statements.

~~Liquidity~~TELEVIDEO, ~~and Capital Resources~~INC.

~~During~~CONSOLIDATED ~~fiscal~~STATEMENTS ~~2003,~~OF the Company used $0.6 million of cash in operating activities, as compared to $1.0 million in fiscal 2002. The decrease is due in principal to the increase in accounts payable, partially offset by the increase in inventory, in fiscal 2003 compared to fiscal 2002.OPERATIONS

(in thousands, except per share amounts)

Year InEnded ~~March~~October ~~2000~~31, 2004 2003 2002 As ~~the~~Restated Net ~~Company~~sales ~~received~~ $ 9,483 $ 8,635 $ 8,028 Cost ~~approximately~~of ~~375~~sales 7,~~000~~498 7,556 6,999 Gross ~~shares~~profit of 1,985 1,079 1,029 Operating ~~CNET~~expenses: ~~common~~ Sales ~~stock~~and ~~when~~marketing ~~CNET~~ 1,331 1,614 1,336 Research ~~acquired~~and ~~mySimon~~development 567 748 597 General and administration 1,648 1,582 1,763 Loss anon ~~Internet~~impairment ~~company.~~of ~~During~~goodwill ~~fiscal~~ 3,358 - - Total ~~2000~~operating expenses 6,904 3,944 3,696 Loss ~~TeleVideo~~from ~~sold~~operations ~~approximately~~ (4,919) (2,865) (2,667) Other ~~335~~income,~~000~~ ~~shares~~net Equity in loss of ~~CNET~~affiliates - (914) (907) Impairment ~~stock,~~losses ~~the~~on ~~aggregate~~investment ~~proceeds~~in affiliates (164) (231) (194) Gain on sale of ~~which~~marketable ~~were~~securities ~~$10~~ 203 - - Gain from termination of sale-leaseback transaction property 4,~~953~~928 538 538 Interest expense,~~000.~~ ~~During~~net ~~fiscal~~ (623) (335) (318) Reserve ~~2001,~~of ~~the~~loan ~~Company~~receivable-related ~~sold~~party (62) - - Rental ~~approximately~~income 8 163 973 999 Other income (expenses),~~000~~ net ~~shares~~ - 29 (11) Total ofother ~~CNET~~income, ~~stock~~net 4,445 60 107 Net ~~for~~loss ~~approximately~~ $ (474) $ (2,805) $ (2,560) Net loss per share, basic and diluted $ (0.~~3 million~~04) $ (0.25) $ (0.23) Average number of common shares outstanding: Basic and diluted 11,310 11,310 11,310

In December 1998, the Company sold its 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 TeleVideo, for $11.0 million. Consideration consisted of $8.25 million in cash and a $2.75 million promissory note. The ~~note~~accompanying ~~bears~~notes ~~interest at 7.25% per annum. Principal and accrued interest~~ are ~~payable~~an inintegral ~~equal~~part ~~monthly installments~~ of ~~$21,735~~these onconsolidated ~~the~~financial ~~first day of each month through December 1, 2013, with the remaining principal due at that time~~statements.

The Company concurrently leased back this facility over a 15-year lease term expiring in December 2013. The land component has been recorded as an operating leaseback. The building component has been accounted for as a capital leaseTELEVIDEO, ~~whereby a leased building asset and capital lease obligation were recorded at the fair value of approximately $6~~INC.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 on 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.

InCONSOLIDATED ~~December~~STATEMENTS ~~2000,~~OF ~~the~~STOCKHOLDERS' Company entered into a lease agreement to sublease a portion of its main facility to a company unaffiliated with TeleVideo. The operating sublease provided that the sublessee pay taxes, maintenance, insurance and other occupancy expense applicable to the subleased premises. DEFICIT

Three Years Ended October 31, 2004
(in thousands)

~~The~~ Common Stock Additional ~~lease~~Paid-In Capital Accumulated ~~agreement~~ Other ~~expired~~Comprehensive Income Accumulated Deficit Total Stockholders' Equity (Deficit) Comprehensive Loss Shares Amount Balances, October 31, 2001 (as restated) 11,310 $ 453 $ 95,735 $ 80 $ (95,374) $ 894 Net loss (2,560) (2,560) $ (2,560) Unrealized loss on ~~January~~marketable 10securities (102) (102) (102) Balances, ~~2004~~October 31, ~~and~~2002 ~~was~~(as ~~not~~restated) 11,310 453 95,735 (22) (97,934) (1,768) (2,662) Net ~~renewed.~~loss (2,805) (2,805) (2,805) Unrealized gain on marketable securities 201 201 201 Balances, October 31, 2003 11,310 453 95,735 179 (100,739) (4,372) (2,604) Net loss (474) (474) (474) Realized loss on marketable securities (179) (179) (179) Balances, October 31, 2004 11,310 453 95,735 - (101,213) (5,025) (653)

InThe ~~December~~accompanying ~~2000,~~notes ~~the~~are ~~Company~~an ~~borrowed~~integral ~~approximately~~part ~~$282,000 from Salomon Smith Barney, a member~~ of ~~Citigroup,~~these ~~for~~consolidated ~~working~~financial ~~capital purposes~~statements. This loan was collateralized by 39,808 shares of the Company's CNET stock. In April 2001, due to a decrease in the CNET stock price, the Company was requested to pay off a portion of the loan and, consequently, sold approximately 8,000 of shares of CNET stock.

~~Because the CNET stock price decreased again that month~~TELEVIDEO, ~~the Company was required to pay off another portion of this loan~~INC. ~~The Company decided not to sell shares, and it borrowed approximately $0.2 million from Gemma Hwang, the spouse of the Company's CEO and majority shareholder, Dr. K.P. Hwang.~~

AtCONSOLIDATED ~~the~~STATEMENTS ~~end~~OF ofCASH fiscal 2003, the Company had a working capital deficit of approximately $2.1 million, compared to a $0.3 million capital deficit recorded at the end of fiscal 2002, an increase of $1.8 million, or 648%. FLOWS

(in thousands)

In Year ~~May~~Ended ~~2001~~October 31, 2004 2003 2002 As ~~the~~Restated Cash ~~Company~~flows ~~obtained~~from aoperating ~~line~~activities: Net loss $ (474) $ (2,805) $ (2,560) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 362 470 473 Equity in loss of ~~credit~~affiliates - 914 907 Impairment ~~from~~losses ~~Gemma~~on ~~Hwang~~investments ~~("Mrs.~~in ~~Hwang"~~affiliates 164 231 194 Deferred rent 91 126 148 Gain on marketable securities (203) - - Gain from termination of sale-leaseback transaction (4,929) (538) (538) Loss ~~the~~on ~~spouse~~impairment of ~~the~~goodwill 3,358 - - Reserve ~~Company's~~of ~~CEO~~loan to related party 62 - - Changes in operating assets and ~~majority~~liabilities: Accounts ~~stockholder~~receivable (5) 307 327 Inventories 2,193 (2,071) 1,170 Prepaids ~~Dr. K.~~and P.other ~~Hwang~~current assets (29) 225 (287) Other assets - (10) - Accounts payable (1,756) 2,297 (575) Accrued liabilities 564 146 (287) Net cash used in ~~the~~operating ~~amount~~activities (602) (708) (1,028) Cash flows from investing activities: Payments received on notes receivable 15 85 78 Purchase of ~~$3.5 million,~~property ~~including~~and ~~the~~equipment - (7) (140) Issuance ~~previous~~of loan to related party (262) - - Proceeds from sale of ~~$0.2~~marketable ~~million.~~securities 289 - - Net ~~The~~cash ~~Company~~provided ~~can~~by ~~borrow~~(used ~~money~~in) ~~under~~investing ~~this~~activities 42 78 (62) Cash ~~line~~flows from financing activities: Proceeds from issuance of ~~credit~~related ~~when~~party ~~needed~~note payable 800 700 1,500 Payments on capital lease obligations (66) (372) (318) Payments on related party note payable - - (64) Payments on mortgage loan payable (23) - - Net cash provided by financing activities 711 328 1,118 Net increase (decrease) in ~~order~~cash toand ~~assure~~cash equivalents 151 (302) 28 Cash and cash equivalents at the ~~continuity~~beginning of the ~~operations.~~year 596 898 870 Cash ~~The~~and ~~Company~~cash ~~granted~~equivalents toat ~~Mrs.~~the ~~Hwang~~end aof ~~security~~the ~~interest~~year $ 747 $ 596 $ 898 Supplemental indisclosure ~~the~~of ~~following~~cash ~~described~~flow ~~property~~information: Cash paid for interest $ 224 $ 433 $ 509 Transfer of investment in affiliate as ~~collateral~~payment ~~for~~on ~~the~~note ~~line~~payable $ - $ - $ 418 Supplemental disclosure of ~~credit~~non-cash transactions: Fair value of land and building received from acquisition of TVCA, LLC $ 4,850 $ - $ - Mortgage loan payable assumed from acquisition of TVCA, LLC $ 8,798 $ - $ - Mortgage escrow deposits received from acquisition of TVCA, LLC $ 651 $ - $ - Write off of note receivable in connection with receipt of land and building from acquisition of TVCA, LLC $ 2,395 $ - $ -

a)NOTES ~~15,278~~TO ~~shares~~CONSOLIDATED ofFINANCIAL 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.STATEMENTS

~~Under~~Note ~~this line of credit, which bears interest at prime plus one percent per annum, payable monthly, the Company received $0~~1.3 Summary 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 then paid, as agreed between the Company and Mrs. Hwang. As of ~~October~~Significant ~~31,~~Accounting ~~2003 the outstanding balance of this note was $3.3 million, including $0.1 million accrued interest and is payable on demand.~~Policies

The Company believes that as of October 31, 2003, with respect to its current operations, the Company's cash balance of approximately $0.6 million at October 31, 2003, plus revenues from operations and other non-operating cash receipts, including rental income from the subleasing of a part of the headquarter space, notes receivable and the line of credit from Gemma Hwang, will be sufficient to meet the Company's working capital and capital expenditure needs for the next twelve months. However, revenues could decline below our expectations, resulting in an increase in the cash flow used in operating activities. As a result, we could be required, or could elect, to raise additional funds during that period. Additional capital may not be available at all, or may only be available on terms unfavorable to us. We have not entered into any off-balance sheet financing arrangements, we have not established any variable interest entities, we do not have any unconditional purchase obligations, nor do we have non-cancelable commitments for capital expenditures. We have not guaranteed the debt or obligations of other entities or entered into options on non-financial assets.

Founded in 1975, TeleVideo, Inc. ("Televideo" or "the Company") provides innovative high performance terminal and network computer products to the business and consumer markets. The Company markets its products worldwide primarily through distributors, value-added resellers ("VARs"), systems integrators, and original equipment manufacturers ("OEMs").

~~Factors~~Principles ~~that~~of ~~May Affect Future Results~~Consolidation
The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries, after elimination of intercompany accounts and transactions.

~~Competitive~~Cash ~~Markets~~and Cash Equivalents
All highly liquid investments with original maturities of three months or less or money market funds from substantial financial institutions are considered to be cash equivalents. Substantially all of the cash and cash equivalents are placed in interest bearing demand deposit accounts with two financial institutions.

~~The~~Concentration ~~thin client and terminal markets are intensely competitive. The principal elements~~ of ~~competition~~Credit are pricing, product quality and reliability, price/performance characteristics, compatibility, marketing and distribution capability, service and support, and reputation of the manufacturer. TeleVideo competes with a large number of manufacturers, most of which have significantly greater financial, marketing, and technological resources than TeleVideo. There can be no assurance that the Company will be able to compete effectively against these companies. Risk
Financial instruments, which potentially subject 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 its customers in the ordinary course of business and periodically reviews the credit levels extended to customers, estimates the collectibility and creates an allowance for doubtful accounts, as needed. The Company does not require cash collateral or other security to support customer receivables. Provision is made for estimated losses on uncollectible accounts.

~~Product Development~~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.

~~The computer market is characterized by rapid technological change and product obsolescence~~ October 31, ~~often resulting~~ (in ~~short~~thousands) 2004 2003 Purchased ~~product~~parts ~~life cycles~~ and ~~rapid~~subassemblies ~~price~~ $ 350 $ 646 Work-in-process ~~declines.~~ 158 790 Finished ~~The~~goods ~~Company's operations will continue to depend primarily on its ability to continue to reduce costs through manufacturing efficiencies and price negotiation with suppliers~~ 996 2, ~~the continued market acceptance of its existing products~~260 $ 1, and its ability to develop and introduce new products. There can be no assurance that TeleVideo will successfully develop new products or that the new products it develops 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. The Company's operating results could be adversely affected if TeleVideo is unable to manage successfully all aspects of product transitions. 504 $ 3,696

~~Single-sourced~~Inventory ~~Products~~balances stated here are shown net of necessary reserves of $0.3 million and $0.2 million at October 31, 2004 and 2003, respectively.

~~The~~Marketable Company generally uses standard parts and components available from multiple suppliers. However, certain parts and components used in the Company's products are obtained from a single source. If, contrary to its expectations, the Company is unable to obtain sufficient quantities of any single-sourced components, the Company will experience delays in product shipments. Securities
Investments in marketable equity and debt securities are classified as available-for-sale in accordance with Statement of Financial Accounting Standards ("SFAS") 115, "Accounting for Certain Investments in Debt and Equity Securities." Available-for-sale securities are securities not classified as either trading or held-to-maturity. Securities available-for-sale are reported at fair value with unrealized gains and losses, net of tax, included in accumulated other comprehensive income (loss) in stockholders' equity. Premiums and discounts are included in interest income over the period to maturity using the interest method. Gains and losses on sales are determined using the specific identification method.

~~Reliance~~Property, onPlant ~~Forecasts~~and Equipment Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are provided over the estimated useful lives of the assets using the straight-line method. Leasehold improvements and property under capital lease are amortized over the shorter of the lease term or economic life of the asset. Upon retirement or sale, the cost and related accumulated depreciation or amortization are removed from the accounts and any related gain or loss is reflected in the statement of operations. Repairs and maintenance are expensed as incurred. The lives of the Company's assets are as follows:

~~The~~ Building ~~Company~~ 45 ~~offers~~years Tooling ~~its~~ 5 ~~products~~years Transportation ~~through~~equipment 5 ~~various~~years Office ~~distribution~~furniture channels. Changes in the financial condition of, or in the Company's relationship with, its distributors could cause actual operating results to vary from those expected. Also, the Company's 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. The Company anticipates that the rate of new orders will vary significantly from month to month. The Company's manufacturing plans and ~~expenditure~~computer ~~levels~~equipment 5 ~~are~~years Leased ~~based~~property ~~primarily~~under oncapital ~~sales~~lease 15 ~~forecasts.~~years Other 5 Consequently, if anticipated sales and shipments in any quarter do not occur when expected, expenditure and inventory levels could be disproportionately high, and the Company's operating results for that quarter, and potentially future quarters, would be adversely affected. years

~~Factors~~Property, ~~that~~plant ~~Could~~and ~~Affect~~equipment ~~Stock~~consist ~~Price~~of the following (in thousands):

~~The~~ October ~~market price of TeleVideo's common stock could be subject to fluctuations in response to quarter to quarter variations in operating results~~31, 2004 2003 Land $ 2,086 $ - Building 2,764 - Tooling - 94 Transportation ~~changes~~equipment 105 105 Office infurniture ~~analysts' earnings estimates,~~ and ~~market~~computer ~~conditions~~equipment 42 42 Leased inproperty ~~the~~under ~~computer~~capital ~~technology~~lease - 6,270 Other 14 14 Total ~~industry~~ 5,011 6,525 Less asaccumulated ~~well~~depreciation ~~as general economic conditions~~ and ~~other factors external to the Company. In fiscal 2003~~amortization (93) (2,159) Net ~~the highest price for TeleVideo shares of stock was~~ $~~0.50~~ 4, ~~and the lowest price was~~ 918 $~~0.04.~~ 4,366

~~Foreign~~Depreciation ~~Currency~~and amortization expense was $362,000, $470,000 and ~~Political~~$473,000 ~~Risk~~for the years ended October 31, 2004, 2003 and 2002, respectively.

~~The~~Property ~~Company~~and ~~markets~~equipment ~~its~~includes ~~products worldwide. In addition~~$6,270,000 ~~a large portion~~ of ~~the~~land ~~Company's part~~ and ~~component~~building ~~manufacturing,~~under ~~along~~capital ~~with~~lease ~~key~~at ~~suppliers~~October 31, ~~are located outside the United States~~2003. ~~Accordingly,~~Accumulated ~~the~~amortization ~~Company's future results could be adversely affected by a variety~~ of ~~factors,~~assets ~~including~~under ~~fluctuation~~capital inlease ~~foreign~~totaled ~~currency exchange rates~~$2, ~~changes in a specific country's or region's political or economic conditions~~020,000 ~~trade~~at ~~protection~~October ~~measures~~31, ~~import~~2003. orThere ~~export~~are ~~licensing~~no ~~requirements,~~assets ~~unexpected~~under ~~changes~~capital inlease ~~regulatory~~at ~~requirements~~October 31, ~~and natural disasters~~2004.

Investments in Affiliates
Investments in affiliated companies in 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 in 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.

~~Investments~~Revenue inRecognition In ~~affiliates~~accordance ~~represent~~with ~~approximately~~Staff 2%Accounting ofBulletin 104, "Revenue Recognition in Financial Statements," the Company's ~~total~~recognizes ~~assets~~revenue atwhen ~~October 31,~~products ~~2003.~~are Asshipped aand ~~result,~~all four of the ~~Company's~~following ~~success~~criteria ~~will~~are bemet: ~~adversely~~(i) persuasive ~~affected~~evidence ifof ~~such~~arrangements ~~companies~~exists; ~~fail~~(ii) delivery has occurred; (iii) the price to ~~execute~~the ~~their~~buyer ~~business~~is ~~plans.~~fixed Ifor ~~there~~determinable; and (iv) collectibility is ~~additional~~reasonably ~~impairment~~assured. inThe ~~the~~Company ~~carrying~~performs ~~value~~periodic evaluations of ~~the~~customers' ~~affiliate~~financial ~~investments~~condition, ~~the~~maintains ~~Company~~a ~~will~~reserve ~~reduce~~for potential credit losses, and adjusts the ~~carrying~~reserve ~~value~~periodically ofto ~~such~~reflect ~~investments.~~both ~~During~~actual ~~fiscal~~and ~~year~~potential ~~2003,~~credit ~~the~~losses. ~~Company~~Product ~~decreased~~warranties ~~the~~are ~~carrying~~based ~~value~~on ofthe ~~its~~ongoing ~~affiliate~~assessment ~~investments~~of byactual ~~approximately~~warranty $1expenses incurred.~~1 million.~~

~~Recent~~Allowance ~~Accounting~~for ~~Pronouncements~~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 customers that might impact the level of credit losses in the future and result in different rates of bad debts than previously incurred. The historical level of credit losses is also considered. Reserves historically have been adequate to cover actual credit losses.

InGoodwill January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51." FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 is effective immediately for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003. The Company believes that the adoption of FIN 46 will not have a material impact on the financial position or results of operations of the Company.

SFAS 142, "Goodwill and Other Intangible Assets", requires goodwill to be tested for impairment on an annual basis and between annual tests in certain circumstances, and written down when impaired. Based on the impairment tests performed, there was impairment of goodwill in fiscal year 2004. See Note 8 for additional information regarding goodwill impairment.

InAdvertising May 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 150 (SFAS 150), "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS 150 is effective for existing or new contracts for fiscal periods beginning after December 15, 2003. The Company believes that the adoption of SFAS 150 will not have a material impact on the financial position or results of operations of the Company.Costs
Advertising costs are expensed as incurred. Advertising expense totaled approximately $38,000 in fiscal 2004 and approximately $0.1 million 2003 and 2002, respectively.

InResearch ~~March 2004, the Emerging Issues Task Force ("EITF") reached a consensus on recognition~~ and ~~measurement~~Development guidance previously discussed under EITF 03-01, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments. The consensus clarifies the meaning of other-than-temporary impairment and its application to investments classified as either available-for-sale or held-to-maturity under FASB Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities, and investments accounted for under the cost method or the equity method. The recognition and measurement guidance is applied to other-than-temporary impairment evaluations in reporting periods beginning after June 15, 2004. In September 2004, the EITF delayed the requirement to record impairment losses under EITF 03-01 until new guidance is issued. The adoption of this consensus caused the recognition of cost method impairment losses of investment in affiliates as reflected within the consolidated statement of operations for the years ended October 31, 2003, 2002 and 2001. Costs

Costs incurred for the development and enhancement of new products and services are charged to expense as incurred.

InIncome March 2004, the FASB issued a proposed Statement, Share-Based Payment, an amendment of FASB Statements Nos. 123 and 95, that addresses the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for either equity instruments of the enterprise or liabilities that are based on the fair value of the enterprise's equity instruments or that may be settled by the issuance of such equity instruments. The proposed Statement would eliminate the ability to account for share-based compensation transactions using APB 25 and would require that such transactions be accounted for using a fair-value-based method and recognized as expenses in our consolidated statement of earnings. The proposed Statement would require that the modified prospective method be used, which requires that the fair value of new awards granted from the beginning of the year of adoption, plus unvested awards at the date of adoption, be expensed over the applicable vesting period. The recommended effective date of the proposed Statement for public companies is for all quarters beginning after June 15, 2005. We are currently evaluating option valuation methodologies and assumptions in light of the evolving accounting standards related to employee stock options. Current estimates of option values using the Black-Scholes method may not be indicative of results from valuation methodologies ultimately adopted in the final rules.Taxes
The Company accounts for income taxes using the asset and liability method in accordance with SFAS 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.

~~Critical~~Stock-Based ~~Accounting Policies~~Compensation
The Company has elected to use the intrinsic value method under Accounting Principles Board Opinion 25, "Accounting for Stock Issued to Employees" ("APB 25"), as permitted by SFAS 123, "Accounting for Stock-Based Compensation," 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. 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 Note 10 for more information regarding stock options.

~~Warranty~~Segment Reporting The Company's business is conducted in a single operating segment. 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.

WeNet ~~generally~~Loss Per offer a one-year to three-year warranty on all of our products. We record a liability based on estimates of the costs that may be incurred under our warranty obligations and charge to cost of product revenues the amount of such costs at the time revenues are recognized. While we engage in product quality programs and processes, including actively monitoring and evaluating the quality of component suppliers, our warranty obligation is affected by product failure rates, material usage, and service delivery costs incurred in correcting a product failure. Our 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, our gross margins could be adversely affected.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 Note 10, the Company did not maintain accounting records needed to provide such information.

~~Revenue~~Fair ~~Recognition~~Value of Financial Instruments
Carrying amounts of certain of the Company's financial instruments, including cash and cash equivalents, marketable securities, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their relatively short maturities. Based upon borrowing rates currently available to the Company for loans and capital leases with similar terms, the carrying value of its debt and capital lease obligations approximate fair value.

InUse accordance with Security and Exchange Commission ("SEC") 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. Estimates
In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~Allowance for Doubtful Accounts~~ Liquidity
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. However, the Company has sustained recurring losses from operations and used cash in operations for each of the three years ended October 31, 2004, 2003 and 2002 and had an accumulated deficit of $101.2 million and $100.7 million as of October 31, 2004 and 2003, respectively. As of October 31, 2004, the Company had a working capital deficit of approximately $2.0 million and a stockholders' deficit of approximately $5.0 million. During 2004 and 2003, the Company has also relied on financial support from a related party.

~~The~~In ~~Company~~view ~~makes~~of ~~ongoing~~the ~~assumptions~~matters ~~relating~~described toin the ~~collectibility~~preceding ofparagraph, ~~accounts~~recoverability ~~receivable~~of ina ~~the~~major ~~calculation~~portion of the ~~allowance~~recorded ~~for~~asset ~~doubtful~~amounts ~~accounts.~~shown Inin ~~determining~~ the ~~amount~~accompanying ofconsolidated ~~the~~financial ~~allowance,~~statements ~~the~~is ~~Company~~dependent ~~make~~upon ~~judgments~~continued ~~about~~operations ~~the creditworthiness~~ of ~~customers~~the ~~based~~Company, onwhich ~~ongoing~~in ~~credit~~turn ~~evaluations~~is ~~and~~dependent ~~assess~~upon ~~current~~the ~~economic~~Company's ~~trends~~ability ~~affecting~~to ~~our~~meet ~~customers~~its ~~that~~financing ~~might~~requirements ~~impact~~on ~~the~~a ~~level~~continuing ofbasis ~~credit~~and ~~losses~~to succeed in ~~the~~its future ~~and~~operations. ~~result~~In inorder ~~different~~for ~~rates~~operations ofto ~~bad~~continue, ~~debts~~the ~~than previously seen. The~~ Company ~~also~~may ~~considers~~need ~~historical~~to ~~level~~reduce ofoperating ~~credit~~expenses ~~losses.~~or ~~The~~raise ~~Company's~~additional ~~reserves~~capital ~~historically~~through ~~have~~debt ~~been~~or ~~adequate~~equity ~~to cover actual credit losses~~financing. IfAs ~~actual~~mentioned ~~credit~~in ~~losses~~Note ~~were~~16, tothe beCompany ~~significantly~~is ~~greater~~negotiating ~~than~~for the ~~reserves~~sale weof ~~have~~its ~~established,~~thin ~~selling,~~client ~~general~~business and ~~administrative~~expects ~~expenses~~this ~~would~~may ~~increase. Conversely, if actual credit losses were to~~ be ~~significantly~~a ~~less~~source ~~than~~of ~~reserves,~~working ~~selling,~~capital ~~general~~during ~~and~~fiscal ~~administrative~~year ~~expenses would decrease~~2005.

~~Deferred~~The ~~Taxes~~consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

The Company accounts 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.Warranty
The warranty periods for the Company's products are generally between one and three years from 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.

~~Inventories~~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.

~~Inventories~~Changes ~~are~~in ~~stated at~~ the ~~lower~~Company's ofproduct ~~cost~~warranty orliability ~~market.~~during ~~Cost~~the isyears ~~computed~~ended onOctober 31, a2004 ~~currently~~and ~~adjusted~~2003 ~~standard~~are ~~cost~~as ~~basis~~follows (~~which~~in ~~approximates average cost~~thousands): ~~for both finished goods and work-in-process and includes material, labor and manufacturing overhead costs.~~

~~Item~~ Balance ~~7A.~~at ~~Quantitative~~October 31, ~~and~~2002 ~~Qualitative~~ $ 49 Warranties ~~Disclosures~~accrued ~~About~~ 56 Warranties ~~Market~~settled ~~Risk~~ (48) Balance at October 31, 2003 57 Warranties accrued 65 Warranties settled (60) Balance at October 31, 2004 $ 62

~~The~~Recent ~~Company~~Accounting 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 October 31, 2003, the balance of this note was $3.3 million and the interest rate was 5%.Pronouncements

In May 2003, the FASB issued SFAS 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS 150 is effective for existing or new contracts for fiscal periods beginning after December 15, 2003. The Company believes that the adoption of SFAS 150 will not have a material impact on the financial position or results of operations of the Company.

~~The~~In ~~Company~~March is2004, ~~subject~~the toEmerging ~~market~~Issues ~~risk~~Task ~~for~~Force ~~changes~~("EITF") inreached ~~CNET~~a ~~stock~~consensus ~~price.~~on Asrecognition ofand ~~October~~measurement ~~31,~~guidance ~~2003~~previously discussed under EITF 03-01, ~~the~~"The ~~Company~~Meaning ~~has~~of ~~CNET~~Other-Than-Temporary ~~stock~~Impairment ~~evaluated~~and atIts ~~approximately~~Application $0to Certain Investments.3" ~~million~~The consensus clarifies the meaning of other-than-temporary impairment and its application to investments classified as either available-for-sale or held-to-maturity under SFAS 115, "Accounting for Certain Investments in Debt and Equity Securities," ifand investments accounted for under the ~~market~~cost ~~price~~method ~~decrease,~~or the ~~Company~~equity ~~can~~method. ~~incur~~The ~~loses~~recognition and measurement guidance is applied to other-than-temporary impairment evaluations in reporting periods beginning after June 15, 2004. In ~~January~~September 2004, the ~~Company~~EITF ~~sold~~delayed ~~all~~the ~~its~~requirement ~~CNET~~to ~~shares~~record impairment losses under EITF 03-01 until new guidance is issued. The adoption of ~~stock,~~this ~~and~~consensus caused the ~~proceeds~~recognition ~~from~~of ~~this~~cost ~~sale~~method ~~were~~impairmen ~~approximately~~t ~~$0.3~~losses ~~million~~of investment in affiliates as reflected within the consolidated statements of operations for the years ended October 31, 2004, 2003 and 2002.

In November 2004, the Financial Accounting Standards Board ("FASB") issued SFAS 151, "Inventory Costs, an amendment of ARB No. 43, Chapter 4". The ~~market~~amendments ~~risk~~made ~~for~~by ~~changes~~SFAS in151 ~~the~~clarify ~~interest~~that ~~rate~~abnormal ~~for~~amounts ~~the~~of ~~Company's~~idle ~~investments~~facility isexpense, ~~not~~freight, ~~significant~~handling ~~because~~costs, ~~these~~and ~~investments~~wasted ~~are~~materials ~~limited~~(spoilage) toshould ~~highly~~be ~~liquid~~recognized ~~instruments~~as current-period ~~with~~charges ~~maturities~~and require the allocation of ~~three~~fixed ~~months~~production oroverheads ~~less~~to inventory based on the normal capacity of the production facilities. AtThe ~~October 31~~guidance is effective for inventory costs incurred during fiscal years beginning after June 15, ~~2003~~2005. Earlier application is permitted for inventory costs incurred during fiscal years beginning after November 23, ~~the~~2004. The Company ~~had~~has ~~approximately~~evaluated ~~$0.6 million~~the ~~classified~~impact asof ~~cash~~the adoption of SFAS 151, and ~~cash~~does ~~equivalents.~~not believe the impact will be significant to the Company's overall results of operations or financial position.

~~Item~~In 8December 2004, the FASB issued SFAS 123R, "Share-Based Payment." ~~Financial~~SFAS ~~Statements~~123R will provide investors and ~~Supplementary~~other ~~Data~~users of financial statements with more complete and neutral financial information by requiring that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. SFAS 123R covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. SFAS 123R replaces SFAS 123, "Accounting for Stock-Based Compensation", and supersedes Accounting Principles Board Opinion 25 ("Opinion 25"), "Accounting for Stock Issued to Employees." SFAS 123, as originally issued in 1995, established as preferable a fair-value-based method of accounting for share-based payment transac tions with employees. However, SFAS 123 permitted entities the option of continuing to apply the guidance in Opinion 25, as long as the footnotes to financial statements disclosed proforma net income using fair-value-based methods. Public entities will be required to apply SFAS 123R as of the first annual reporting period that begins after June 15, 2005. The Company has not yet determined which transition method will be adopted for the recognition of the stock based compensatory expense and the Company believes that expensing of stock options will not have a material impact on its financial statements going forward due to its limited utilization of stock options.

~~Table~~Note 2. Restatement of ~~contents~~the Financial Statements and Basis of Presentation

~~REPORT~~The OFCompany ~~INDEPENDENT~~has ~~REGISTERED~~restated ~~PUBLIC~~its ~~ACCOUNTING~~consolidated ~~FIRM~~financial ~~CONSOLIDATED~~statements ~~BALANCE~~for ~~SHEETS-FISCAL~~the ~~YEARS~~fiscal years ended October 31, 2001 and 2002 ~~AND~~and ~~2003~~for ~~CONSOLIDATED~~the ~~STATEMENTS~~quarters OFended ~~OPERATIONS-FISCAL~~January ~~YEARS~~31, 2001 through July 31, 2003. All applicable financial information for fiscal years 2002 ~~AND~~and 2003 ~~CONSOLIDATED~~contained ~~STATEMENTS~~in OFthis ~~STOCKHOLDERS~~Form 10-K gives effect to these restatements. Accordingly, the financial statements for those periods described above that have been included in the Company's ~~EQUITY~~previous filings with the Securities and Exchange Commission (~~DEFICIT~~"SEC") ~~-FISCAL~~prior ~~YEARS~~to ~~2001~~fiscal year ended Octobet 31, ~~2002~~2003 ~~AND~~or included in previous announcements in 2003 ~~CONSOLIDATED~~or ~~STATEMENTS~~earlier OFshould ~~CASH~~not ~~FLOW~~be relied upon. The Company's Form 10-~~FISCAL~~K ~~YEARS~~for ~~2001,~~the ~~2002~~fiscal ~~AND~~year ended October 31, 2003, ~~NOTES~~filed TOwith ~~FINANCIAL~~the ~~STATEMENTS~~SEC on December 20, 2004, contains restated information for all of the above mentioned periods. The restatement is discussed in the Form 10-K, Item 6, "Selected Financial Data," Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations -Restatement of Financial Statements," Notes 2 and 15 of the notes to consolidated financial statements included in Item 8, and Item 9A, "Controls and Procedures."

~~Report~~Restatement of ~~Independent~~Financial ~~Registered~~Statements ~~Public Accounting Firm~~

The net effect of all of the restatement adjustments is to decrease the Company's net loss by approximately $0.1 million, or $0.007 per share in fiscal year 2002. The Company's consolidated statements of cash flows have been restated to reflect the reclassification of changes in assets and liabilities during the period as discussed above.

~~The~~A ~~Board~~summary of ~~Directors~~the ~~and~~significant ~~Stockholders~~effects of ~~TeleVideo~~the restatement is as follows (in thousands, ~~Inc.~~except per share amounts):

We Year ~~have~~ended October ~~audited~~31, ~~the~~2002 ~~accompanying~~ As ~~consolidated~~Reported Restated Consolidated ~~balance~~Statement ~~sheets~~ of ~~TeleVideo,~~Operations ~~Inc.~~Data Net ~~as of October 31~~sales $ 8,204 $ 8,028 Gross ~~2003 and 2002~~profit 1,136 1,029 Loss ~~and~~from ~~the related consolidated statements of~~ operations (2,915) (2,667) Net ~~stockholders' equity~~ loss (~~deficit~~2,634) (2,560) Net ~~and~~loss ~~cash~~per ~~flows for each of the three years in the period ended October 31~~share, ~~2003.~~basic ~~The~~and ~~consolidated financial statements are the responsibility of the Company's management~~diluted $ (0. ~~Our responsibility is to express an opinion on these consolidated financial statements based on our audits~~23) $ (0. 23)

WeSales ~~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~~Cost ~~the~~Of audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. Sales
The Company discovered that certain shipments of evaluation and replacement units, where a right of return existed, were recognized as revenue (sales), rather than temporary transfers of inventory. Consequently, the amount of the net revenue and the timing of the revenue originally recorded required adjustment. These adjustments caused the pre-tax loss to increase by $176,000 in fiscal year 2002.

AsThe ~~more~~effect ~~fully~~of ~~described in Note 9 to~~ the ~~consolidated~~revenue ~~financial~~adjustments ~~statements,~~on ~~the~~pre-tax ~~Company~~loss ~~did~~was ~~not~~partially ~~maintain~~offset ~~adequate~~by ~~accounting records needed in order to provide stock option financial statement disclosures that are required under accounting principles generally accepted in~~ the ~~United~~adjustments ~~States~~ of ~~America. However, as a result of this departure from accounting principles generally accepted in~~ the ~~United~~cost ~~States~~ of ~~America~~good ~~there~~sold ~~was~~for nothese ~~impact~~shipments. onThese ~~the~~adjustments ~~October~~caused ~~31, 2003 and 2002 consolidated balance sheets or~~ the pre-tax ~~related~~loss ~~consolidated~~to ~~statements~~decrease ofby ~~operations~~$61,000 ~~stockholders' equity (deficit) or cash flows for each of the three years~~ in ~~the~~fiscal ~~period ended October 31, 2003~~2002.

In our opinion, except that the omission of the stock option information is an incomplete presentation of the financial statement disclosures as explained in the preceding paragraph, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of TeleVideo, Inc. at October 31, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period ended October 31, 2003, in conformity with accounting principles generally accepted in the United States of America. Expenses
Reviewing the previously filed consolidated financial statements, the Company identified several accrued liability items for which it concluded that the amount of the liability, the timing of the liability recognition, or the timing of the release of the liability could not presently be substantiated or was in error and should be adjusted. In summary, the effects of the adjustments are:

AsThe ~~discussed~~Company identified that it had not been accounting for its lease expenses, starting on January 1999, on a straight-line basis in ~~Note~~accordance 2with toFASB ~~the~~Technical ~~accompanying~~Bulletin ~~consolidated~~("FTB") 85-3. ~~financial~~As ~~statements~~a result, the Company ~~has~~adjusted ~~restated~~ its ~~consolidated~~lease ~~financial~~expense ~~statements~~and ~~for~~the related deferred lease liability. The deferred rent adjustment increased the ~~years~~net ~~ended~~loss ~~October~~by 31$148,000 ~~2002~~for ~~and~~fiscal ~~2001.~~year 2002.

~~/s/~~After ~~Burr~~introducing the new TeleClient line of products in 1998, ~~Pilger~~on &the ~~Mayer~~sales ~~LLP Palo~~agreements ~~Alto~~signed with some of the top vendors, ~~California December~~the 10Company committed to participate in cooperative advertising programs, ~~2004~~if certain criteria regarding sales performance and the content of advertising programs were met. After reviewing the sales agreements with existing customers, the Company concluded that the cooperative advertising accrual balance of $252,000 was no longer necessary at January 31, 2002 because all these contracts were either expired or renegotiated and the clause regarding cooperative advertising programs was excluded from the new contracts. Consequently, the entire balance of this account was written off in the first quarter of fiscal 2002, and the effect of this adjustment was to decrease the net loss for the fiscal 2002 by $252,000.

~~TELEVIDEO,~~Note ~~INC~~3. Marketable Securities

~~CONSOLIDATED~~The ~~BALANCE~~amortized ~~SHEETS~~ cost, ~~(In~~unrealized ~~thousands,~~gains ~~except~~and ~~share~~losses, and ~~per~~fair ~~share~~values ~~amounts~~of the Company's available-for-sale securities held at October 31 for the previous three years are summarized as follows (in thousands):

			October 31,
			2003		2002
					As Restated
ASSETS
Current assets:
	Cash and cash equivalents		$	596	$	898
	Marketable securities			265		64
	Accounts receivable, less allowance for doubtful accounts of $148 in 2003 and $54 in 2002			908		1,215
	Inventories, net			3,696		1,625
	Prepaids and other current assets			92		317
	Notes receivable - current			90		84
		Total current assets		5,647		4,203
Property, plant and equipment, net				4,366		4,831
Other assets				222		211
Investments in affiliates				236		1,381
Note receivable, less current portion				2,305		2,396
		Total assets	$	12,776	$	13,022
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
	Related party note payable			3,217		2,517
	Obligation under capital lease - current			407		372
	Accounts payable		$	2,607	$	311
	Accrued liabilities			307		161
	Deferred gain on sale of land and building - current			538		538
	Deferred rent liability - current			125		148
		Total current liabilities		7,201		4,047
	Deferred rent liability, less current portion			592		443
	Obligation under capital lease, less current portion			4,419		4,826
	Deferred gain on sale of land and building, less current portion			4,936		5,474
		Total liabilities		17,148		14,790
Commitments and contingencies (Note 14)
Stockholders' deficit:
	Preferred Stock, $0.01 par value Authorized - 3,000,000 shares Outstanding - None as of October 31, 2003 and 2002

Available for Sale Equity Securities		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Loss		Fair Market Value
October 31, 2002	$	86	$	-	$	22	$	64
October 31, 2003		86		201		-		265
October 31, 2004		-		-		-		-

-No sales of these securities were made during fiscal years 2002 or 2003. In January 2004, the Company sold all of its shares of CNET common stock and proceeds of approximately $0.3 million were used for regular business activities.

-Note 4. Investments in Affiliates

~~Common~~Equity ~~stock, $0.01 par value; Authorized - 20,000,000 shares Outstanding - 11,309,772 shares at October 31, 2003 and 2002 (net of 120,000 treasury shares)~~ Method

~~453~~K&T Telecom, Inc. In July 2000, TeleVideo purchased an aggregate of 9,608 shares of common stock, or a 49% ownership interest, in K&T Telecom, Inc. for $600,000 in cash. K&T Telecom, Inc., a privately held Korean corporation, is a manufacturer of telecommunication and electronics devices, including a hands-free accessory and collision sensors. During the second quarter of the fiscal 2003, K&T Telecom filed for bankruptcy and, consequently, the entire book value of approximately $0.2 million was written off.

~~453~~Ningbo China
In October 2000, the Company acquired a 10% ownership interest in Televideo (China) Co., Ltd. ("Ningbo"), a manufacturer of computer terminals and monitors, through a $1.0 million investment. In

~~Additional~~December ~~paid-~~2000, TeleVideo acquired an additional 20% ownership interest in ~~capital~~Ningbo for $2.0 million. In that same month, the Company changed its method of accounting for this investment from the cost method to the equity method. During the second quarter of 2003, Ningbo definitively stopped all its operations and closed all of its facilities. After all attempts to recover the money from this investment failed, the Company decided to write off its entire balance. Consequently, the entire balance of this investment was written off as of July 31, 2003.

~~95,735~~Cost Method

95mySimon,~~735~~ 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 balance sheet to reflect the conversion to a marketable security. In January 2004, the Company sold all of its remaining shares of CNET common stock and the proceeds of approximately $0.3 million were used for regular business activities.

~~Accumulated~~Biomax ~~other~~Co., ~~comprehensive (loss) income~~ 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 is 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. The fair market value of this investment was estimated at approximately $0.1 million as of October 31, 2004 and 2003.

~~179~~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 financial performance continued to decline 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. As of October 31, 2003, the fair market value of this investment was of approximately $0.2 million.

MultiMedia SOC, Inc. (22formerly referred to as Synertek, Inc.)

In June 2000, the Company purchased for $1,000,000 in cash an aggregate of 285,714 shares of common stock of MultiMedia SOC, Inc., a Nevada corporation, representing an 8% interest in this company. MultiMedia SOC, Inc. manufactures and sells handheld digital multimedia and communications appliances.
During the fiscal year ended in 2003, MultiMedia SOC has signed a termsheet for a substantial investment by a third party. The amount of the investment, the terms, and the implied valuation of MMSOC were confidential. Because the investment was not consummated, MMSOC was dissolved, and, consequently, the entire balance of approximately $0.2 million was written off as of July 31, 2003.

~~Accumulated~~Summaries ~~deficit~~of the changes in the Company's investments in affiliates are as follows (in thousands):

Equity Method Cost Method Total K&T Ningbo Subtotal Biomax Keyin MMSOC Subtotal Balances, Oct. 31, 2002 (~~100~~as restated) $ 209 $ 705 $ 914 $ 105 $ 208 $ 154 $ 467 $ 1,~~739~~381 Impairment losses on securities - - - (33) (44) (154) (231) (231) Equity in loss of affiliates (209) (705) (914) - - - - (914) Balances, Oct. 31, 2003 - - - 72 164 - 236 236 Impairment losses on securities - - - - (164) - (164) (164) Balances, Oct. 31, 2004 $ - $ - $ - $ 72 $ - $ - $ 72 $ 72

~~(97,934)~~Note 5. Valuation and Qualifying Accounts

~~Total~~The ~~stockholders~~Company's ~~deficit~~reserves for doubtful accounts receivable, note receivable, inventory obsolescence and deferred tax assets consist of the following (in thousands):

Balance at Beginning of Period (4Credited) to Costs & Expenses Deductions Balance at the End of Period YEAR ENDED OCTOBER 31,~~372~~ 2002 (as restated): Allowance for doubtful accounts $ 91 $ - $ (37) $ 54 Reserve for inventory obsolescence 716 44 - 760 Reserve for deferred taxes 30,904 798 - 31,702 YEAR ENDED OCTOBER 31, 2003: Allowance for doubtful accounts $ 54 $ 94 $ - $ 148 Reserve for inventory obsolescence 760 - (578) 182 Reserve for deferred taxes 31,702 975 - 32,677 YEAR ENDED OCTOBER 31, 2004: Allowance for doubtful accounts $ 148 $ - $ (42) $ 106 Reserve of loan to related party - 62 - 62 Reserve for inventory obsolescence 182 98 - 280 Reserve for deferred taxes 32,677 2,572 - 36,417

~~(1,768)~~Note 6. Accrued Liabilities

~~Total~~Accrued liabilities ~~and~~consist ~~stockholders'~~of ~~deficit~~the following at October 31, (in thousands):

2004 2003 Employee compensation and benefits $ 131 $ 130 Warranty 62 57 Interest on note payable and mortgage loan 313 82 Other - 38 $ 506 $ 307

~~12,776~~Note 7. Line of Credit Agreement

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. P. 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 the operations. The Company granted to Mrs. Hwang a security interest in the following described property as collateral for the line of credit:

13a) 15,~~022~~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.

~~The~~During ~~accompanying~~fiscal ~~notes~~years ~~are~~2003 anand ~~integral~~2004, ~~part~~Xeline, Synertech and Ningbo China were written off from the Company's books due to impairments in their fair market value, and, consequently, the value of ~~these~~the ~~consolidated~~assets ~~financial~~granted ~~statements.~~as security interest for this note was reduced.

~~TELEVIDEO~~Under this line of credit, ~~INC~~which bears interest at prime plus one percent per annum, payable monthly, 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 then paid, as agreed between the Company and Mrs. Hwang. In November 2003, Gemma 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 and 2003, the outstand ing principal balance of this note was $4.0 million and $3.2 million, respectively. The accrued interest as of October 31, 2004 and 2003 was $0.3 million and $0.1 million, respectively. The interest rate was 6.25% as of October 31, 2004 and 5% as of October 31, 2003.

~~CONSOLIDATED~~Note 8. ~~STATEMENTS~~Purchase OFof ~~OPERATIONS~~TVCA, LLC and TVCA, INC.

~~Year~~In ~~Ended~~December ~~October 31~~1998, ~~2003 2002 2001 As~~ ~~Restated As~~the ~~Restated Net~~Company ~~sales~~sold ~~$ 8,635 $ 8,028 $ 6,816 Cost~~its ofmain ~~sales~~facility ~~7,556 6,999 5,625 Gross~~(land ~~profit~~and ~~1,079 1,029 1,191 Operating~~building) ~~expenses:~~for approximately $11.0 ~~Sales~~million and ~~marketing~~concurrently ~~1,614 1,336 2,240 Research~~leased ~~and~~back ~~development~~this facility over a ~~748 597 847 General~~15-year ~~and~~lease ~~administration~~term ~~1,582 1,763 1,152 Total~~expiring ~~operating~~in ~~expenses~~December ~~3,944 3,696 4,239 Loss~~2013. ~~from~~The ~~operations~~land ~~(2,865) (2,667) (3,048) Equity~~component inhad ~~loss~~been ofrecorded ~~affiliates~~as ~~(914) (907) (929) Impairment~~an ~~losses~~operating onlease. ~~investment~~The inbuilding ~~affiliates~~component ~~(231) (194) (3~~had been accounted for as a capital lease,~~780) Gain~~ onand ~~sale~~was recorded at the fair value of ~~marketable~~approximately ~~securities~~$6.3 ~~- - 264 Realized~~million. ~~gain~~As ona result of the sale- and leaseback, ~~538 538 506 Interest~~a ~~expenses~~deferred ~~(335) (318) (242) Rental~~gain ~~income~~of approximately $8.0 ~~973 999 912 Other~~million ~~income~~was ~~(expenses)~~recorded. The deferred gain attributable to the land element, ~~net~~ ~~29 (11) (14) Net~~which ~~loss~~approximates $ ~~(2,805)~~ 3.5 ~~$ (2~~million,~~560)~~ has been amortized over the ~~$ (6,331) Net~~15-year ~~loss per~~lease ~~share,~~life ~~basic~~on ~~and~~a ~~diluted~~straight-line ~~$ (0~~method.~~25) $ (0.23) $ (0.56) Shares~~ ~~used~~The indeferred ~~computing: Basic~~gain ~~net~~attributable ~~loss~~to ~~per~~the ~~share~~building 11element,~~310~~ which approximates $4.5 11million,~~310 11,310 Diluted~~ ~~net~~has ~~loss~~been ~~per~~amortized ~~share~~over the leased building asset life or over the 1115-year lease term,~~310 11,310 11,310~~ on the straight-line method.

~~The~~As ~~accompanying~~of ~~notes~~October ~~are~~31, an2003, ~~integral~~the ~~part~~total ofdeferred ~~these~~gain ~~consolidated~~on ~~financial~~the ~~statements~~land and building was $5.5 million.

~~TELEVIDEO~~On August 9, ~~INC~~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. P. Hwang, personally contributed $0.1 million, reducing the Company's cost for this transaction, with no additional obligation to the Company.

~~CONSOLIDATED~~The ~~STATEMENTS~~fair OFmarket ~~STOCKHOLDERS'~~value ~~EQUITY~~of ~~(DEFICIT)~~the property was appraised by an independent certified appraiser at $4.85 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 of 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 good will.

~~Three~~Due ~~Years~~to ~~Ended~~the ~~October 31~~termination of the lease during fiscal year 2004, ~~2003~~the Company recognized the remaining balance of the deferred gain and reversed other remaining related balance sheet accounts, such as the capital lease obligations and deferred rent expenses, from the original sale of the property in 1998, triggering a gain from termination of the sale-leaseback transaction of $4.9 million.

Common Stock Additional paid-in capital Accumulated Other Comprehensive Income Accumulated Deficit Total Stockholders' Equity (Deficit) Comprehensive Loss
Shares Amount
Balances, October 31, 2000 11,310 $ 454 $ 95,734 $ 1,153 $ (89,025) $ 8,316
Balances, October 31, 2000 (as restated) 11,310 453 95,735 1,154 (89,043) 8,299
Net loss (6,331) (6,331) (6,331)
Unrealized (loss) on marketable securities (1,074) (1,074) (1,074)
Balances, October 31, 2001 (as restated) 11,310 453 95,735 80 (95,374) 894 (7,405)
Net loss (2,560) (2,560) (2,560)
Unrealized (loss) on marketable securities (102) (102) (102)
Balances, October 31, 2002 (as restated) 11,310 453 95,735 (22) (97,934) (1,768) (2,662)
Net loss (2,805) (2,805) (2,805)
Unrealized gain on marketable securities 201 201 201
Balances, October 31, 2003 11,310 $ 453 $ 95,735 $ 179 $ (100,739) $ (4,372) $ (2,604)
Note 9. Mortgage Loan Payable

The ~~accompanying~~balance ~~notes~~of ~~are~~the secured loan mortgage for the headquarters property was $8.8 million at October 31, 2004, with an ~~integral~~interest ~~part~~rate of ~~these~~8% ~~consolidated~~per ~~financial statements~~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.

~~TELEVIDEO,~~Minimum ~~INC.~~payments under the secured mortgage loan payable for the next 5 years are as follows (in thousands):

~~CONSOLIDATED~~ 2005 $ 106 ~~STATEMENTS~~ 2006 115 OF 2007 125 2008 134 ~~CASH~~ 2009 8,295 ~~FLOWS~~ Total 8,775 Less current portion (106) Loan payable non-current $ 8,669

Year Ended October 31, 2003 2002 2001 As Restated As Restated Cash flows from operating activities: Net loss $ (2,805) $ (2,560) $ (6,331) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 470 473 478 Loss on disposal of investment in affiliates - - 86 Loss on disposal of equipment - - 32 Impairment of investments in affiliates 1,145 1,101 4,709 Changes in operating assets and liabilities: Accounts receivable 307 327 (28) Prepaids and other current assets 225 (287) 124 Inventories (2,071) 1,170 (1,531) Notes receivable 85 78 680 Accounts payable 2,297 (575) 186 Accrued liabilities 146 (287) (687) Deferred rent 126 148 148 Deferred gain (538) (538) (538) Other assets (Note 10~~) - (211)~~. ~~Net~~Capital cash used in operating activities (623) (950) (2,883) Cash flows from investing activities: Purchase of property and equipment (7) (140) (16) Proceeds from investments in affiliates - - 1,280 Proceeds from sales of marketable securities - - 25 Additional investments in affiliates - - (2,000) Net cash provided by investing activities (7) (140) (711) Cash flows from financing activities: Proceeds from issuance of note payable 700 1,500 1,782 Payments on capital lease obligations (372) (318) (296) Payments on notes payable - (64) (282) Net cash provided by financing activities 328 1,118 1,204 Net (decrease) increase in cash and cash equivalents (302) 28 (2,390) Cash and cash equivalents at the beginning of the year 898 870 3,260 Cash and cash equivalents at the end of the year $ 596 $ 898 $ 870 Supplemental disclosure of cash flow information: Cash paid for interest $ 433 $ 509 $ 452 Transfer of investment in affiliate as payment on note payable $ - $ 418 $ - Stock
~~The~~Preferred ~~accompanying notes are an integral part of these consolidated financial statements.~~ Stock

The Company has 3,000,000 authorized shares of preferred stock. No preferred stock has been issued to date.

~~NOTES~~Stock TOOption ~~CONSOLIDATED FINANCIAL STATEMENTS~~Plans
The Company has one stock option plan, the 1991 Incentive Stock Option Plan, that provides for the granting of incentive options to employees, including officers, for up to 4,000,000 shares. The outstanding options have a term of ten years when issued and vest over five years. The exercise price of each option equals the market price of the Company's stock on the date of grant. Accordingly, no compensation cost has been recognized for any grants under the plans. Had compensation cost for the plans been determined based on the fair value of the options at the grant dates consistent with the method of SFAS 123, the Company's net income (loss) and net income (loss) per share would have been different than that reported on the consolidated statements of operations. The Company did not maintain adequate accounting records needed to provide stock options financial statements disclosure required under accounting principles generally accepted in the United Stat es of America, including SFAS 123 and 148 and therefore these required disclosures have not been included in these consolidated financial statements. See Item 9A, Controls and Procedures, for more information regarding stock options disclosure.

~~Note~~ 1Note 11. ~~Summary~~ ofIncome ~~Significant Accounting Policies~~Taxes

At October ~~The~~31, 2004, the Company had net operating loss carryforwards of approximately $98.4 million for federal income tax and approximately $20.6 million for state income tax reporting purposes. The federal net operating loss carryforwards expire through fiscal 2024 and the state net operating loss carryforwards expire through fiscal 2009. The Tax Reform Act of 1986 contains provisions that may limit the net operating loss carryforwards to be used in any given year upon occurrence of certain events, including significant changes in ownership interests.

~~Founded~~For infederal ~~1975~~and state tax purposes, ~~TeleVideo~~at October 31, ~~Inc.~~2004 ~~("Televideo"~~and or2003, "the Company") ishad anet ~~market~~deferred ~~leader~~tax ~~providing~~assets ~~innovative~~of ~~high~~approximately ~~performance~~$36.4 ~~terminal~~million and ~~network~~$32.7, ~~computer~~respectively, ~~products~~which towere ~~the~~fully ~~business~~offset ~~and~~by ~~consumer~~valuation ~~markets~~allowances. The ~~Company~~net ~~markets~~change ~~its~~in ~~products~~the ~~worldwide~~total ~~primarily~~valuation ~~through~~allowance ~~distributors,~~for ~~value-added~~the ~~resellers~~years ~~("VARs"),~~ended ~~systems~~October ~~integrators~~31, 2004 and ~~original~~2003 ~~equipment~~was ~~manufacturers~~an ~~("OEMs")~~increase of $3.7 million and $1.0 million, respectively. These net deferred tax assets principally arise from to net operating loss carryforwards.

The following is a reconciliation of expected tax expense (benefit) ~~Principles~~to actual for each of ~~Consolidation~~the years ended October 31 (in thousands):

~~The~~ 2004 2003 2002 As ~~consolidated~~Restated Book ~~financial~~income ~~statements~~(loss) ~~include~~ $ (474) $ (2,805) $ (2,560) Expected ~~the~~tax ~~accounts~~expenses of(benefit) ~~the~~ (161) (840) (894) Effect ~~Company~~of ~~and~~change ~~its~~in ~~majority-owned~~valuation ~~subsidiaries,~~allowance ~~after~~(net) ~~elimination~~ 161 840 894 Actual oftax ~~inter-company~~benefit ~~accounts~~(liability) ~~and transactions.~~ $ - $ - $ -

Note ~~Cash~~12. Concentrations, Segments and ~~Cash~~Geographic ~~Equivalents~~Information

WeThe ~~consider~~Company ~~all~~operates ~~highly~~in ~~liquid~~two ~~investments~~operating ~~with~~segments. ~~original~~One ~~maturities~~segment ofdesigns, ~~three~~produces, ~~months~~and markets orhigh ~~less~~performance orthin ~~money~~client ~~market~~network ~~funds~~devices ~~from~~and ~~substantial~~terminals ~~financial~~designed ~~institutions~~for office toand behome ~~cash~~automation ~~equivalents.~~both Wedomestically ~~place~~and ~~substantially~~internationally ~~all~~and ofthe ~~our~~other segment ~~cash~~owns and ~~cash~~operates ~~equivalents~~an office building in ~~interest~~San ~~bearing~~Jose, ~~demand~~California ~~deposit~~as ~~accounts~~the result ~~with~~of ~~two~~the ~~financial~~Company's ~~institutions~~acquisition of TVCA, LLC during fiscal year 2004. The Company maintains all of its long lived assets in the United States of America.

~~Concentration~~TeleVideo had export sales (primarily to Europe, Asia and Latin America) of ~~Credit~~approximately ~~Risk~~$0.6 million in fiscal 2004 (representing 6% of total net sales), $1.1 million in fiscal 2003 (13% of total sales) and $1.2 million in fiscal 2002 (15% of total net sales).

~~Financial~~For ~~instruments,~~the ~~which~~fiscal ~~potentially~~year ~~subject~~ended usOctober 31, to2004, ~~concentration~~one ofcustomer ~~risk,~~represented ~~consist~~14% ~~principally~~ of ~~trade~~total ~~and~~net ~~other~~revenue ~~receivables.~~and Infor the ~~ordinary~~fiscal ~~course~~year ofended ~~business~~October 31, ~~trade~~2003, ~~receivables~~one ~~are~~customer ~~with~~represented a11% ~~large number~~ of ~~customers,~~total ~~dispersed~~net ~~across a wide North American geographic base~~revenue. WeFor ~~extend credit to our customers in~~ the ~~ordinary~~fiscal ~~course~~year ~~of business and periodically review the credit levels extended to customers~~2001, ~~estimate~~no ~~the~~single ~~collectibility~~customer ~~and~~accounted ~~create an allowance~~ for ~~doubtful~~10% ~~accounts, as needed. We do not require cash collateral~~ or ~~other~~more ~~security~~of tototal ~~support~~net ~~customer receivable~~sales. ~~Provision is made for estimated losses on uncollectible accounts.~~

The Company's sales are represented principally by two main products, thin clients and terminals. Sales by product line for each of the three years ended October ~~Inventories~~31, is as follows (in thousands):

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 Product 2004 2003 2002 ThinClient $ 7, ~~labor and manufacturing overhead costs.~~ 761 $ 6,275 $ 5,565 Terminals 1,599 2,209 2,328 Others 123 151 135 Total $ 9,483 $ 8,635 $ 8,028

~~October 31, (in~~Note ~~thousands) 2003 2002 As~~13. ~~Restated Purchased~~Related ~~parts~~Party ~~and subassemblies $ 646 $ 502 Work-in-process 790 428 Finished goods 2,260 695 $ 3,696 $ 1,625~~ Transactions

~~Due~~TeleMann toSublease the high level of competition on the market for auto safety device products, the Company was unable to sell its stock of these products of approximately $0.9 million. Consequently, the entire inventory of auto safety device products was marked as obsolete and ~~$0.4~~Loan ~~million and $0.5 million were written off during fiscal years 2003 and 2002, respectively.~~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 loan 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 May 16, 2005, these loans to Telemann have not been repaid. As of October 31, 2004, the balance of the loan was $0.2 million and $0.1 million was reserved.

~~Marketable~~Related ~~Securities~~Party Note Payable Additionally, the Company has entered into a line of credit agreement with a related party. See Note 7 for more information regarding this transaction.

~~Investments~~Note ~~in marketable equity and debt securities are classified as available-for-sale in accordance with Statement of Financial Accounting Standards ("SFAS") No~~14. ~~115,~~ Commitments ~~Accounting for Certain Investments in Debt~~ and Equity Securities. Available-for-sale securities are securities not classified as either trading or held-to-maturity. Securities available-for-sale are reported at fair value with unrealized gains and losses, net of tax, included in accumulated other comprehensive income (loss) in stockholders' equity. Premiums and discounts are included in interest income over the period to maturity using the interest method. Gains and losses on sales are determined using the specific identification method. Contingencies

~~Property~~The Company was named as a defendant in a lawsuit filed in the normal course of its business. In the opinion of management, ~~Plant~~after ~~and~~consulting ~~Equipment~~with legal counsel, the liabilities, if any, resulting from this matter will not have a material effect on the financial statements of the Company. In November 2004, the lawsuit was settled in the Company's favor.

~~Property,~~Rent ~~plant,~~expenses and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are provided over the estimated useful lives of the assets using straight-line method. Leasehold improvements and property under ~~capital~~noncancellable ~~lease~~operating ~~are~~leases ~~amortized~~was ~~over~~$557,000, ~~the shorter of the lease term or economic life of the asset. Upon retirement or sale~~$682,000 ~~the cost~~ and ~~related~~$682,000 ~~accumulated~~for ~~depreciation or amortization are removed from~~ the ~~accounts~~fiscal ~~and~~years ~~any~~ended ~~related~~October ~~gain~~31, or2004, ~~loss~~2003 ~~is reflected in the statement of operations. Repairs~~ and ~~maintenance~~2002, ~~are expensed as incurred~~respectively. ~~The lives of the Company's assets are as follows:~~

~~Production~~Note ~~equipment~~15. Supplementary ~~5-10~~Quarterly ~~years Office~~Data ~~furniture 5-10 years Leased properties under capital lease 15 years~~ (unaudited,
in thousands, except for per share data)

~~Property~~ Quarter Ended October 31, July ~~plant~~31 April ~~and~~30, January ~~equipment~~31, 2004 2003 2004 2003 2004 2003 2004 2003 As ~~consist~~Restated As ofRestated As ~~the~~Restated Net ~~following~~sales $ 2,024 $ 2,937 $ 2,330 $ 2,254 $ 2,238 $ 1,845 $ 2,891 $ 1,599 Gross profit 319 392 466 65 503 293 709 329 Loss from operations (in339) (615) (419) (928) (490) (731) (313) (591) Net ~~thousands~~income (loss): $ 316 $ (337) $ (403) $ (1,218) $ (474) $ (985) $ 87 $ (265) Net income (loss)/share, basic and diluted $ 0.03 $ (0.03) $ (0.04) $ (0.11) $ (0.04) $ (0.09) $ 0.01 $ (0.02) Weighted average shares outstanding, basic and diluted 11,310 11,310 11,310 11,310 11,310 11,310 11,310 11,310

~~October~~Note ~~31, 2003 2002 Tooling $ 94 $ 94 Transportation~~16. Subsequent equipment 105 105 Office furniture and computer equipment 42 37 Other 14 14 Leased property under capital lease 6,270 6,270 Total 6,525 6,520 Less accumulated depreciation and amortization (2,159) (1,689) Net $ 4,366 $ 4,831 Events

~~Depreciation~~Sale ~~and~~of ~~amortization~~Thin ~~expense~~Client ~~was $470,000, $473,000 and $478,000 for the years ended October 31, 2003, 2002 and 2001, respectively.~~Business

~~Property~~In ~~and~~January ~~equipment~~2005, ~~includes~~the $6Company entered into a definitive agreement with Neoware,~~270~~ Inc. ("Neoware"),~~000~~ one of ~~land~~its ~~and~~competitors, ~~building~~ under ~~capital~~which ~~lease~~Neoware atwill ~~October~~acquire ~~31,~~the ~~2003,~~Company's ~~2002~~thin ~~and~~client ~~2001.~~business ~~Accumulated~~including ~~amortization~~all ofthin client assets, ~~under~~certain ~~capital~~contract ~~lease~~obligations, ~~totaled~~a $2trademark license,~~020~~ product brands,~~000,~~ $1customer lists,~~602,000~~ customer contracts and non-competition agreements for $15 million in cash plus a potential earn-out based upon performance. In addition,~~184,000~~ atstarting ~~October~~January 3112, ~~2003~~2005, ~~2002~~TeleVideo has retained Neoware as its exclusive distributor and ~~2001~~sales agent and all TeleVideo thin client products are available directly from Neoware. The transaction is subject to regulatory approval, ~~respectively~~and the acquisition is expected to close in June 2005.

~~Investments~~TeleMann ~~in Affiliates~~Sublease

~~Investments~~The inCompany's ~~affiliated~~CEO, ~~companies~~Dr. ofK. ~~which~~Philip ~~the~~Hwang, ~~Company~~is ~~owns~~a 205% orshareholder ~~more~~of ~~are~~TeleMann, ~~accounted~~Inc., ~~for~~a ~~using~~subsidiary ~~the~~of ~~equity~~Global ~~method~~Telemann Systems, Inc. ~~Accordingly~~("GTS"), ~~consolidated~~a ~~net~~privately ~~loss~~held ~~includes~~company. ~~the~~Starting ~~Company's~~in ~~share~~1999, ofGTS ~~the~~subleased ~~net~~a ~~losses~~portion of ~~those~~the ~~companies.~~building ~~Investments~~located inat ~~affiliated~~2345 ~~companies~~Harris ofWay ~~which~~from the Company. ~~owns~~From ~~less~~January ~~than~~2001 ~~20%~~to ~~are~~November ~~carried~~2004, atGTS ~~cost.~~was ~~The~~unable ~~Company~~to ~~makes~~pay ~~periodic~~the ~~evaluations~~monthly ofrental obligations under the ~~recoverability~~lease ofagreement. ~~its~~Telemann ~~investments~~left inthe ~~affiliates~~premises ~~based~~at ~~upon~~the ~~internal~~end ~~and~~of ~~external~~November ~~events~~2004. ~~affecting~~As ~~the~~of ~~expected~~April ~~realization~~1, of2005, ~~the~~no ~~Company's~~payments ~~investment~~were received under this loan.

~~Revenue~~Mortgage ~~Recognition~~Loan Payable

InAs ~~accordance~~of ~~with~~May ~~Security~~16, ~~and Exchange Commission ("SEC") Staff Accounting Bulletin No. 104 "Revenue Recognition"~~2005, the Company ~~recognizes~~has ~~revenue~~been ~~when~~unable ~~products~~to ~~are~~make ~~shipped and all four of~~ the ~~following~~monthly ~~criteria~~payments ~~are~~required ~~met:~~under ~~(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~~loan. ~~The~~Missed ~~Company~~payments ~~performs~~were ~~periodic~~for ~~evaluations~~the months of ~~its customers' financial condition~~February, ~~maintains a reserve for potential credit losses~~March, ~~and~~April ~~adjusts the reserve periodically to reflect both actual~~ and ~~potential~~May ~~credit losses~~2005. InSee ~~addition,~~Note ~~such~~9 ~~allowances provide~~ for ~~returns~~more ~~resulting~~information ~~from~~regarding ~~stock balancing agreements and price protection programs. Product warranties are based on~~ the ~~ongoing~~mortgage ~~assessment~~loan ~~of actual warranty expenses incurred~~payable.

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 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 seen. The Company also considers historical levels of credit losses. The Company's reserves historically have been adequate to cover actual credit losses. If actual credit losses were to be significantly greater than the reserves we have established, selling, general and administrative expenses would increase. Conversely, if actual credit losses were to be significantly less than reserves, selling, general and administrative expenses would decrease.

Advertising Costs

Advertising costs are expensed as incurred. Advertising expense totaled approximately $0.1 million in fiscal 2003 and approximately $0.1 and $0.3 million in fiscal years 2002 and 2001, respectively.

Research and Development Costs

Costs incurred for the development and enhancement of new products and services are charged to expense as incurred.

Income Taxes

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 Employee" (APB 25), 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 Stated of America, including SFAS 123 and 148. See Note 9 for more information regarding stock options.

Segment Reporting

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 Note 9, the Company did not maintain accounting records needed to provide such information.

Fair Value of Financial Instruments

Carrying amounts of certain of the Company's financial instruments, including cash and cash equivalents, marketable securities, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their relatively short maturities. Based upon borrowing rates currently available to the Company for loans and capital leases with similar terms, the carrying value of its debt and capital lease obligations approximate fair value.

Use of Estimates

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as revenues and expenses during the reporting period. Actual results could differ from those estimates.

Liquidity

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. However, the Company has sustained recurring losses from operations and used cash in operations for each of the three years ended October 31, 2003, 2002 and 2001 and had an accumulated deficit of $100,739,000 and $97,934,000 as of October 31, 2003 and 2002, respectively. As of October 31, 2003, the Company has a working capital deficit of approximately $2.1 million and a stockholders' deficit of approximately $4.4 million. During 2003 and 2002, the Company has relied on financial support from its related party.

In view of the matters described in the preceding paragraph, recoverability of a major portion of the recorded asset amounts shown in the accompanying consolidated financial statements is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to meet its financing requirements on a continuing basis and to succeed in its future operations. In order for operations to continue, the Company may need to reduce operating expenses or raise additional capital through debt or equity financing. The ultimate success of the Company will depend on increasing revenues and generating income from operations.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

Warranty

The warranty periods for the Company's products are generally between one and three years from 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.

Changes in the Company's product warranty liability during the years ended October 31, 2003 and 2002 are as follows (in thousands):

Balance at October 31, 2001 $ 54 Warranties accrued 48 Warranties settled (53) Balance at October 31, 2002 49 Warranties accrued 56 Warranties settled (48) Balance at October 31, 2003 $ 57

Recent Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51." FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 is effective immediately for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003. The Company believes that the adoption of FIN 46 will not have a material impact on the financial position or results of operations of the Company.

In May 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 150 (SFAS 150), "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS 150 is effective for existing or new contracts for fiscal periods beginning after December 15, 2003. The Company believes that the adoption of SFAS 150 will not have a material impact on the financial position or results of operations of the Company.

In March 2004, the Emerging Issues Task Force ("EITF") reached a consensus on recognition and measurement guidance previously discussed under EITF 03-01, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments. The consensus clarifies the meaning of other-than-temporary impairment and its application to investments classified as either available-for-sale or held-to-maturity under FASB Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities, and investments accounted for under the cost method or the equity method. The recognition and measurement guidance is applied to other-than-temporary impairment evaluations in reporting periods beginning after June 15, 2004. In September 2004, the EITF delayed the requirement to record impairment losses under EITF 03-01 until new guidance is issued. The adoption of this consensus caused the recognition of cost method impairment losses of investment in affiliates as reflected within the consolidated statement of operations for the years ended October 31, 2003, 2002 and 2001.

In March 2004, the FASB issued a proposed Statement, Share-Based Payment, an amendment of FASB Statements Nos. 123 and 95, that addresses the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for either equity instruments of the enterprise or liabilities that are based on the fair value of the enterprise's equity instruments or that may be settled by the issuance of such equity instruments. The proposed Statement would eliminate the ability to account for share-based compensation transactions using APB 25 and would require that such transactions be accounted for using a fair-value-based method and recognized as expenses in our consolidated statement of earnings. The proposed Statement would require that the modified prospective method be used, which requires that the fair value of new awards granted from the beginning of the year of adoption, plus unvested awards at the date of adoption, be expensed over the applicable vesting period. The recommended effective date of the proposed Statement for public companies is for all quarters beginning after June 15, 2005. We are currently evaluating option valuation methodologies and assumptions in light of the evolving accounting standards related to employee stock options. Current estimates of option values using the Black-Scholes method may not be indicative of results from valuation methodologies ultimately adopted in the final rules.

Note 2. Restatement of the Financial Statements and Basis of Presentation

The Company has restated its consolidated financial statements for the fiscal years ended October 31, 2001 and 2002 and for the quarters ended January 31, 2001 through July 31, 2003. All applicable financial information contained in this Annual Report on Form 10-K gives effect to these restatements. Accordingly, the consolidated financial statements for those fiscal periods described above that have been included in the Company's previous filings with the Securities and Exchange Commission or included in previous announcements should not be relied upon. For information regarding the quarterly restatements for the quarters ended between January 31, 2001 and July 31, 2003, see Note 15 - Supplementary Quarterly Data.

Restatement of Financial Statements

The net effect of all of the restatement adjustments is to decrease the Company's net loss by $133,000 in fiscal year 2001 and by $74,000 in fiscal year 2002. The Company's consolidated statements of cash flows have been restated to reflect the reclassification of changes in assets and liabilities during the period as discussed above.

A summary of the significant effects of the restatement is as follows (in thousands, except per share amounts):

For the years ended October 31, 2002 2001 As Reported Restated As Reported Restated Consolidated Statement of Operations Data Net sales $ 8,204 $ 8,028 $ 6,936 $ 6,816 Gross profit 1,136 1,029 723 1,191 Loss from operations (2,915) (2,667) (3,544) (3,048) Net loss (2,634) (2,560) (6,464) (6,331) Net loss per share, basic and diluted $ (0.23) $ (0.23) $ (0.57) $ (0.56)

As of October 31, 2002 As Reported Restated Consolidated Balance Sheet Data Accounts receivable, net $ 1,558 $ 1,215 Inventory, net 1,420 1,625 Prepaids and other current assets 244 317 Property, plant and equipment, net 4,852 4,831 Other assets - 211 Accounts payable 416 311 Accrued liabilities 707 161 Deferred rent - 591 Accumulated deficit $ (98,123) $ (97,934)

Sales and Cost Of Sales

The Company discovered that certain shipments of evaluation and replacement units, where a right of return existed, were recognized as revenue (sales), rather than temporary transfers of inventory. Consequently, the amount of the net revenue and the timing of the revenue originally recorded required adjustment. These adjustments caused the pre-tax loss to increase by $176,000 in fiscal year 2002 and $120,000 in fiscal year 2001.

The effect of the revenue adjustments on pre-tax loss was partially offset by the adjustments of the cost of good sold for these shipments. These adjustments caused the pre-tax loss to decrease by $61,000 in fiscal 2002 and $59,000 in fiscal 2001.

Expenses

Reviewing the previously filed consolidated financial statements, the Company identified several accrued liability items for which it concluded that the amount of the liability, the timing of the liability recognition, or the timing of the release of the liability could not presently be substantiated or was in error and should be adjusted. In summary, the effects of the adjustments are:

During the 1999-2000 period, the Company accrued a liability for legal contingencies in the amount of $200,000 to cover potential legal liabilities resulting from open and possible lawsuits existing at that time. After reviewing the basis for these accruals, it was determined that the risk for these liabilities no longer existed as of November 1, 2000. Consequently, the legal contingency accrual of approximately $190,000 was written off and the effect of this adjustment was to decrease the accumulated deficit as of November 1, 2000 by $190,000;

The Company identified that it had not been accounting for its lease expenses, starting on January 1999, on a straight-line basis in accordance with Financial Accounting Standards Board ("FASB") Technical Bulletin ("FTB") 85-3. As a result, the Company adjusted its lease expense and the related deferred lease liability. The deferred rent adjustment increased the net loss by $148,000 for fiscal years 2002 and 2001, respectively, and increased the accumulated deficit at November 1, 2000 by $296,000;

After introducing the new TeleClient line of products in 1998, on the sales agreements signed with some of our top vendors, the Company committed to participate in cooperative advertising programs, if certain criteria regarding sales performance and the content of advertising programs were met. After reviewing the sales agreements with existing customers, the Company concluded that the cooperative advertising accrual balance of $252,000 was no longer necessary at January 31, 2002 because all these contracts were either expired or renegotiated and the clause regarding cooperative advertising programs was excluded from the new contracts. Consequently, the entire balance of this account was written off in the first quarter of fiscal 2002, and the effect of this adjustment was to decrease the net loss for the fiscal 2002 by $252,000;

There were also certain adjustments and reclassifications of expenses with little or no effect on the net loss for the restated years.

Note 3. Marketable Securities

The amortized cost, unrealized gains and losses, and fair values of the Company's available-for-sale securities held at October 31 for the previous three years are summarized as follows (in thousands):

Available for Sale Amortized Gross Gross Fair Equity Securities Cost Unrealized Gains Unrealized Loss Market Value October 31, 2001 $ 80 $ 80 $ - $ 160 October 31, 2002 86 - 22 64 October 31, 2003 $ 86 $ 179 $ - $ 265

No sales of these securities were made during fiscal years 2002 or 2003. All marketable securities are corporate securities with no stated maturity.

Note 4. Investments in Affiliates

Equity Method

Koram Inc.

In November 2001, the Company decided to pay back a portion of the loan from Gemma Hwang, spouse of the Company's CEO, with the funds deposited in Korea, which were in a total amount of approximately $0.1 million.

K&T Telecom, Inc.

In July 2000, TeleVideo purchased an aggregate of 9,608 shares of common stock, or a 49% ownership interest, in K&T Telecom, Inc. for $0.6 million in cash. K&T Telecom, Inc., a privately held Korean corporation, is a manufacturer of telecommunication and electronics devices, including a hands-free accessory and collision sensors.

During the second quarter of the fiscal 2003, K&T Telecom filed for bankruptcy and, consequently, the entire book value of approximately $0.2 million was written off.

Alpha Technology, Inc.

In August 2000, the Company purchased, for $0.7 million in cash, an aggregate of 9,608 shares of common stock of Alpha Technology, Inc. Alpha Technology, Inc. was a Korean company that manufactured electronic and car accessories, including two-way car alarm systems. The Company's investment in Alpha Technology, Inc. represented a 49% interest in this privately held corporation.

In November 2001, the Company sold its interest in Alpha Technology to Gemma Hwang. In exchange for the 9,608 shares of Alpha Technology, approximately $0.4 million (the value of transaction and the book value of Alpha Technology investment as of July 31, 2001) was deducted from the note payable owed by the Company to Gemma Hwang.

Ningbo China

In October 2000, the Company acquired a 10% ownership interest in Televideo (China) Co., Ltd. ("Ningbo"), a manufacturer of computer terminals and monitors, through a $1.0 million investment. In December 2000, TeleVideo acquired an additional 20% ownership interest in Ningbo for $2.0 million. In that same month, the Company changed its method of accounting for this investment from the cost method to the equity method.

During the second quarter of 2003, Ningbo definitively stopped all its operations and closed all of its facilities. After all attempts to recover the money from this investment failed, the Company decided to write off its entire balance. Consequently, the entire balance of this investment was written off as of July 31, 2003.

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 balance sheet to reflect the conversion to a marketable security.

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. The fair market value of this investment was estimated at approximately $0.1 million as of October 31, 2003.

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. The market value of this investment was estimated at approximately $0.2 million at October 31, 2003.

MultiMedia SOC, Inc. (formerly referred to as Synertek, Inc.)

In June 2000, the Company purchased for $1.0 million in cash an aggregate of 285,714 shares of common stock of MultiMedia SOC, Inc., a Nevada corporation, representing an 8% interest in this company. MultiMedia SOC, Inc. manufactures and sells handheld digital multimedia and communications appliances.

During the fiscal year ended in 2003,

Because the investment was not consummated, MultiMedia SOC, Inc. was dissolved, and, consequently, the entire balance of approximately $0.2 million was written off as of July 31, 2003.

Summaries of the changes in the Company's investments in affiliates are follows (in thousands):

	Equity Method				Cost Method
	K&T	Alpha	Ningbo	Subtotal	Biomax	Keyin	MMSOC	Subtotal	Total
Balances, Oct. 31, 2001 (as restated)	$ 274	$ 418	$ 1,547	$ 2,239	$ 153	$ 296	$ 212	$ 661	$ 2,900
Impairment losses on securities	-	-	-	-	(48)	(88)	(58)	(194)	(194)
Equity in earnings (loss) in affiliates	(65)	-	(842)	(907)	-	-	-	-	(907)
Withdraws from investments	-	(418)	-	(418)	-	-	-	-	(418)
Balances, Oct. 31, 2002 (as restated)	209	-	705	914	105	208	154	467	1,381
Impairment losses on securities	-	-	-	-	(33)	(44)	(154)	(231)	(231)
Equity in earnings (loss) in affiliates	(209)	-	(705)	(914)	-	-	-	-	(914)
Balances, Oct. 31, 2003	$ -	$ -	$ -	$ -	$ 72	$ 164	$ -	$ 236	$ 236

Note 5. Valuation and Qualifying Accounts

The Company's reserves for doubtful accounts receivable, inventory obsolescence and deferred tax assets consist of the following (in thousands):

Balance at Beginning of Period (Credited) to Costs & Expenses Deductions Balance at the End of Period YEAR ENDED OCTOBER 31, 2001 (as restated): Allowance for doubtful accounts $ 145 $ - $ (54) $ 91 Reserve for inventory obsolescence 481 235 - 716 Reserve for deferred taxes 36,519 - (5,615) 30,904 YEAR ENDED OCTOBER 31, 2002 (as restated): Allowance for doubtful accounts 91 - (37) 54 Reserve for inventory obsolescence 716 44 - 760 Reserve for deferred taxes 30,904 798 - 31,702 YEAR ENDED OCTOBER 31, 2003: Allowance for doubtful accounts 54 94 - 148 Reserve for inventory obsolescence 760 - (578) 182 Reserve for deferred taxes $ 31,702 $ 975 $ - $ 32,677

Note 6. Accrued Liabilities

Accrued liabilities consist of the following at October 31, (in thousands):

2003 2002 As Restated Employee compensation and benefits $ 130 $ 107 Warranty 57 49 Interest on note payable 82 - Other 38 5 $ 307 $ 161

Note 7. Line of Credit Agreements

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

45,000 shares of the common stock of Biomax;

285,714 shares of the common stock of Synertech;

30% from the TeleVideo Ningbo China equity;

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

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, 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 then paid, as agreed between the Company and Mrs. Hwang. As of October 31, 2003 and 2002 the outstanding balance of this note was $3.3 million and $2.5 million, respectively. The accrued interest as of October 31, 2003 was in amount of $0.1 million, and the interest rate was 5%.

Note 8. Sale and Leaseback of Building

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 has been recorded as an operating lease. 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 (which includes a $2.75 million promissory note), 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 on a straight-line method. The deferred gain attributable to the building element, which approximates $4.5 million, is being amortized over leased building asset life, which has been determined to be the 15-year lease term, on a straight-line method. The aggregate monthly lease payments are $109,000 as of October 31, 2003. These payments escalate to $126,000 through 2013.

The Company amortized $0.5 million of the deferred gain from the sale of the land and building in fiscal years 2003, 2002 and 2001, respectively.

The Company's obligations under this capital leases agreement expire in 2013. The assets and liabilities under capital leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the asset. Effective interest rate on this lease is 7.25%. The assets are amortized on a straight-line basis over the lesser of the related lease terms. Amortization of assets under capital leases is combined with depreciation expense.

Minimum future lease payments under capital lease for the fiscal year ended October 31, 2003 are as follows (in thousands):

Year ending October 31, Capital Lease 2004 $ 743 2005 743 2006 774 2007 780 2008 780 Thereafter 2,796 Total minimum lease payments 6,616 Less amount representing interest 1,790 Present value of minimum lease payments 4,826 Less current portion 407 Total capital lease obligations, less current portion $ 4,419

Minimum future lease payments under operating lease for the fiscal year ended October 31, 2003 are as follows: (in thousands)

Year ending October 31, Operating Lease 2004 $ 589 2005 568 2006 584 2007 589 2008 589 Thereafter 4,763 Total minimum lease payments $ 7,682

The $2.75 million note receivable bears interest at 7.25% per annum. Principal and accrued interest is payable in equal monthly installments of $21,735 each on the first day of each month, which the Company began receiving on January 1, 1999. If not earlier paid in full, unpaid principal and accrued interest shall be due and payable to the Company on December 1, 2013. Rent expense recognized under the operating lease was $682,000 for the fiscal years ended October 31, 2003, 2002 and 2001, respectively.

The Company identified that it had not been accounting for its lease expenses, starting on January 1999, on a straight-line basis in accordance with Financial Accounting Standards Board ("FASB") Technical Bulletin ("FTB") 85-3. As a result, the Company adjusted its lease expense and the related deferred lease liability. The deferred rent adjustment increased the net loss by $148,000 for fiscal years 2002 and 2001, respectively, and increased the accumulated deficit at November 1, 2000 by $296,000.

In December 2000, the Company subleased a part of its headquarters space. The leasing agreement was for a period of three years, beginning January 2001 with a monthly rent amount of $81,250. The Company recorded rental income in amount of approximately $1.0 million in each of the three years of the contract. The lease agreement expired on January 10, 2004 and was not renewed.

Note 9. Capital Stock

The Company has 3,000,000 authorized shares of preferred stock. No preferred stock has been issued to date.

Stock Option Plans

The Company has one stock option plan, the 1991 ISO Plan ("1991 ISO Plan") that provides for the granting of incentive options to employees, including officers, for up to 4,000,000 shares. The outstanding options have a term of ten years when issued and vest over five years. The exercise price of each option equals the market price of the Company's stock on the date of grant. Accordingly, no compensation cost has been recognized for any grants under the plans. Had compensation cost for the plans been determined based on the fair value of the options at the grant dates consistent with the method of SFAS 123, the Company's net income (loss) and net income (loss) per share would have been different than that reported on the consolidated statements of operations. The Company did not maintain adequate accounting records needed to provide stock options financial statements disclosure required under accounting principles generally accepted in the United States of America, including SFAS 123 and 148 and therefore these required disclosures have not been included in these consolidated financial statements. See Item 9A Controls and Procedures for more information regarding stock options disclosure.

Note 10. Income Taxes

At October 31, 2003, the Company had net operating loss carryforwards of approximately $95.8 million for federal income tax and approximately $17.6 million for state income tax reporting purposes. The federal net operating loss carryforwards expire through fiscal 2023 and the state net operating loss carryforwards expire through fiscal 2008. The Tax Reform Act of 1986 contains provisions that may limit the net operating loss carryforwards to be used in any given year upon occurrence of certain events, including significant changes in ownership interests.

For federal and state tax purposes, at October 31, 2003 and 2002, the Company had net deferred tax assets of approximately $32,677,000 and $31,702,000, respectively, which were fully offset by valuation allowances. These net deferred tax assets principally arise due to our net operating loss carryforwards.

The following is a reconciliation of expected tax expense (benefit) to actual for each of the years ended October 31 (in thousands):

2003 2002 As Restated 2001 As Restated Book income (loss) $ (2,805) $ (2,560) $ (6,331) Expected tax expenses (benefit) (840) (894) (2,906) Effect of change in valuation allowance (net) 840 894 2,906 Actual tax benefit (liability) $ - $ - $ -

Note 11. Concentrations and Geographic Information

The Company, which operates in a single operating segment, designs, produces, and markets high performance thin client network devices and terminals designed for office and home automation both domestically and internationally. The Company maintains all assets in the United States of America.

TeleVideo had export sales (primarily to Europe, Asia and Latin America) of approximately $1.1 million in fiscal 2003 (representing 13% of total net sales), $1.2 million in fiscal 2002 (15% of total sales) and $1.5 million in fiscal 2001 (21% of total net sales). The Company also appointed in fiscal 2003 an agent in the United Kingdom.

For the fiscal year ended October 31, 2003, one customer represented 11% of total net revenue. For the fiscal years 2002 and 2001, no single customer accounted for 10% or more of total net sales.

The Company's sales are represented in principal by two main products, thin clients and terminals. Below is the structure of sales of these products for each of the three years ended October 31, (in thousands):

Product 2003 2002 2001 ThinClient $ 6,275 $ 5,565 $ 3,138 Terminals 2,209 2,328 3,278 Others 151 135 400 Total $ 8,635 $ 8,028 $ 6,816

Note 12. Other Events

On November 26, 2002, the Company announced that it has signed a definitive agreement for the merger of Homebound Acquisition, Inc., a Delaware corporation controlled by Dr. K. Philip Hwang, Registrant's Chief Executive Officer, Chairman of the Board of Directors and majority shareholder, with and into the Company, resulting in a going private transaction. Under the terms of the merger, Homebound Acquisition, Inc. would pay approximately $280,000 for all the outstanding shares of the Company's common stock (other than those shares beneficially owned by Dr. K. Philip Hwang and treasury shares). Each such share will receive approximately $0.0675 in cash, without interest. Following the merger, TeleVideo would no longer be publicly traded and would continue operations as a privately held corporation. The merger and the merger agreement have been approved by a special independent committee and the full Board of Directors of the Company and were subject to the approval of the stockholders and other closing conditions. An 8-K form regarding this transaction was filed with the SEC on November 26, 2002.

On August 29, 2003, the Company filed with the SEC an 8-K form announcing that its board of directors terminated the merger agreement, dated as of November 26, 2002 by and between Homebound Acquisition, Inc., a Delaware corporation, and TeleVideo, Inc.

Note 13. Related Party Transactions

TeleMann Sublease

Starting in 1999 Global Telemann Systems, Inc. ("GTS"), a privately held start up company, sub-leased a portion of the building located at 2345 Harris Way from TeleVideo. From January 2001, TeleMann was unable to pay the monthly rental obligations under the lease agreement. The Company's CEO, Dr. K. Philip Hwang, is a 5% shareholder of TeleMann, Inc., a subsidiary of GTS.

Additionally, the Company has entered into a line of credit agreement with a related party. See Note 7 for more information regarding this transaction.

Note 14. Commitments and Contingencies

The Company has been named as a defendant in a lawsuit filed in the normal course of its business. In the opinion of management, after consulting with legal counsel, the liabilities, if any, resulting from this matter will not have a material effect on the financial statements of the Company. In November 2004, the lawsuit was settled in the Company's favor.

Note 15. Supplementary Quarterly Data (unaudited)

Quarter ended October 31, 2003 July 31, 2003 April 30, 2003 January 31, 2003 As Reported As Restated As Reported As Restated As Reported As Restated (in thousands, except for per share data) Net sales $ 2,937 $ 2,330 $ 2,254 $ 1,890 $ 1,845 $ 1,721 $ 1,599 Cost of sales 2,545 2,224 2,189 1,581 1,552 1,363 1,270 Gross profit 392 106 65 309 293 358 329 Operating expenses: Sales and marketing 481 396 396 389 393 349 344 Research and development 193 172 172 254 254 129 129 General and administration 333 396 425 346 377 397 447 Total operating expenses 1,007 964 993 989 1,024 875 920 Loss from operations (615) (858) (928) (680) (731) (517) (591) Rental income 232 244 244 244 244 253 253 Equity in loss of affiliates - (393) (393) (521) (521) - - Impairment loss on investment in affiliates (25) (138) (138) (68) (68) - - Interest expenses, net (88) (86) (86) (81) (80) (81) (81) Other expenses, net 159 128 83 167 171 141 154 Net loss $ (337) $ (1,103) $ (1,218) $ (939) $ (985) $ (204) $ (265) Net loss/share, basic and diluted $ (0.03) $ (0.10) $ (0.11) $ (0.08) $ (0.09) $ (0.02) $ (0.02) Weighted shares outstanding 11,310 11,310 11,310 11,310 11,310 11,310 11,310

Quarter ended October 31, 2002 July 31, 2002 April 30, 2002 January 31, 2002 As Reported As Restated As Reported As Restated As Reported As Restated As Reported As Restated (in thousands, except for per share data) Net sales $ 2,447 $ 2,691 $ 2,057 $ 1,954 $ 2,190 $ 2,107 $ 1,510 $ 1,276 Cost of sales 2,570 3,047 1,683 1,334 1,669 1,803 1,146 815 Gross profit (loss) (123) (356) 374 620 521 304 364 461 Operating expenses: Sales and marketing 357 93 425 398 429 390 377 455 Research and development 122 133 155 151 186 183 132 130 General and administration 589 375 398 447 483 506 398 435 Total operating expenses 1,068 601 978 996 1,098 1,079 907 1,020 Loss from operations (1,191) (957) (604) (376) (577) (775) (543) (559) Rental income 272 168 272 272 287 287 272 272 Equity in loss of affiliates (734) (767) (60) (60) (65) (65) (15) (15) Impairment loss on investment in affiliates (42) (48) (88) (88) (41) (41) (17) (17) Interest expenses, net (80) (81) (81) (77) (81) (84) (76) (76) Other income (expenses), net 111 444 158 (126) 143 110 147 99 Net loss $ (1,665) $ (1,241) $ (403) $ (455) $ (334) $ (568) $ (232) $ (296) Net loss/share, basic and diluted $ (0.15) $ (0.11) $ (0.04) $ (0.04) $ (0.03) $ (0.05) $ (0.02) $ (0.03) Weighted shares outstanding 11,310 11,310 11,310 11,310 11,310 11,310 11,310 11,310

Quarter ended October 31, 2001 July 31, 2001 April 30, 2001 January 31, 2001 As Reported As Restated As Reported As Restated As Reported As Restated As Reported As Restated (in thousands, except for per share data) Net sales $ 2,313 $ 2,385 $ 1,644 $ 1,609 $ 1,441 $ 1,375 $ 1,538 $ 1,447 Cost of sales 1,953 1,477 1,320 1,437 1,522 1,571 1,418 1,140 Gross profit (loss) 360 908 324 172 (81) (196) 120 307 Operating expenses: Sales and marketing 119 739 388 384 844 674 569 443 Research and engineering 135 (177) 182 192 307 477 223 355 General and administration 96 (319) 536 564 540 576 328 331 Total operating expenses 350 243 1,106 1,140 1,691 1,727 1,120 1,129 Income (loss) from operations 10 665 (782) (968) (1,772) (1,923) (1,000) (822) Rental income 272 273 272 272 264 264 133 103 Gain from sale of CNET stock 25 24 - - 74 74 166 166 Equity in loss of affiliates (45) 55 (203) (203) (729) (729) - - Impairment loss on investment in affiliates 27 - (778) (778) (3,053) (3,053) - - Interest income (expenses), net (581) (388) 42 40 45 45 64 63 Other income (expenses), net 689 (261) 116 143 133 123 147 484 Net income (loss) $ 397 $ 368 $ (1,333) $ (1,494) $ (5,038) $ (5,199) $ (490) $ (6) Net income (loss)/share, basic and diluted $ 0.04 $ 0.03 $ (0.12) $ (0.13) $ (0.45) $ (0.46) $ (0.04) $ (0.00) Weighted shares outstanding 11,310 11,310 11,307 11,307 11,307 11,307 11,307 11,307

Note 16. Subsequent Events

Note Payable

In November 2003, Gemma 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 5.75%.

Giant Smart International Limited Agreement

On December 19, 2003, the Company announced the signing of a definitive collaboration agreement with Giant Smart International Limited. Under the terms of the collaboration agreement, TeleVideo and Giant Smart are working together to develop, manufacture, distribute, and sell information technology and consumer electronic products. Many of the resulting products would be sold under the TeleVideo brand. The economic terms of the agreement call for revenue sharing between the two parties on a product-by-product basis. No products have been produced and no revenue has been generated. In addition to the monetary component, TeleVideo issued to Giant Smart a warrant to purchase up to 3,000,000 shares of TeleVideo common stock. The warrant becomes exercisable for one share of common stock for each $1.00 of gross profit (up to a maximum of $3,000,000) received by TeleVideo as a result of the collaboration. No such gross profit has been received, and the warrant has not become exercisable. Thus, the share numbers used throughout this report have not been changed to reflect any effect from the warrant.

The warrant has a term of 12 months and a purchase price of $1.00 per share of common stock. TeleVideo has agreed to register the shares of common stock that are exercisable under the warrant. The warrant and the common stock that may be issued in connection with the collaboration agreement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Sublease Agreement

On January 10, 2004, the Company's sublease agreement with its tenant ended, and, as a result, cash inflow was seriously reduced. Consequently, the Company was unable to fulfill its obligations under the lease agreement for the headquarters building, and the payments for this lease were stopped as of January 2004. During the following eight months, the Company has made some payments to compensate the landlord for the use of the property, and the payments were an average of approximately $30,000 per month, as compared to monthly obligations of approximately $120,000 according to the terms of the lease agreement.

CNET Shares of Stock

In January 2004, the Company sold all remaining shares of CNET common stock. The sales price for these shares was approximately $8.90 per share, and the proceeds of approximately $289,000 were used to sustain regular operations.

Buyback of Headquarters Property

In February 2004, the Company entered into an agreement to buy back the headquarters property. Pursuant to a Purchase and Sale Agreement dated February 25, 2004, the Company purchased all the membership interests in TVCA, Inc. from affiliates of its landlord, Bentley Forbes. The transaction was consummated on August 9, 2004. TVCA, Inc. is the entity that owns the property at which the Company's headquarters are located. As consideration for the membership interests in TVCA, Inc., the Company paid an amount of $1.00. In addition to owning the property at 2345 Harris Way, TVCA, Inc. is also obligated under a certain non-recourse promissory note in the principal amount of $9,240,000 for which the property serves as security.

TeleMann Sublease

Starting in 1999, Global Telemann Systems, Inc. ("GTS"), a privately held start up company, sub-leased a portion of the building located at 2345 Harris Way from the Company. From January 2001 to November 30, 2004, TeleMann was unable to pay the monthly rental obligations under the lease agreement. The Company's CEO, Dr. K. Philip Hwang, is a 5% shareholder of TeleMann, Inc., a subsidiary of GTS. As of November 30, 2004, GTS left the premises.

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

On January 5, 2004, TeleVideo dismissed CCA Accountancy Corporation ("CCA") as the Company's independent auditors. On January 5, 2004, the Company engaged Burr, Pilger & Mayer LLP ("BPM") as the Company's independent auditors to audit the Company's books and records.The dismissal of CCA and the engagement of BPM were recommended and approved by the Audit Committee of the Board of Directors on January 5, 2004. An 8-K form was filed with Securities and Exchange Commission ("SEC") on January 9, 2004, regarding this change.

Item 9A. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our chief executive officer, or CEO, and Chief Financial Officer, or CFO, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act) as of October 31, 2004. In designing and evaluating our disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and our management necessarily applied its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, our CEO and CFO concluded that, as of October 31, 2004, our disclosure controls and procedures were (1) designed to ensure that material information relating to us, including our consolidated subsidiaries, is made known to our CEO and CFO by others within those entities, particularly during the period in which this report was being prepared and (2) effective, in that they provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, except for the material weaknesses disclosed below.

(ab) ~~Evaluation~~Changes ofin ~~Disclosure~~Internal Controls ~~and Procedures~~. ~~Our~~In ~~management,~~connection with ~~the~~its ~~participation~~audit of our ~~chief~~consolidated ~~executive~~financial ~~officer,~~statements orfor ~~CEO, and Chief Financial Officer, or CFO, evaluated~~ the ~~effectiveness~~year ofended ~~our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act) as of~~ October 31, 2003. ~~In designing~~ and ~~evaluating our disclosure controls and procedures~~2004, ~~our management recognized that any controls and procedures~~Burr, noPilger ~~matter how well designed~~ and ~~operated~~Myer, ~~can~~LLP ~~provide~~identified ~~only~~significant ~~reasonable assurance of achieving their objectives~~deficiencies, ~~and~~which ~~our~~represent ~~management~~material ~~necessarily applied its judgment in evaluating the cost-benefit relationship of possible controls and procedures~~weaknesses. ~~Based~~The onmaterial ~~this~~weaknesses ~~evaluation, our CEO and CFO concluded that, as of October 31, 2003, our disclosure controls and procedures~~ were ~~(1)~~related ~~designed~~ to ~~ensure that material information relating to us, including our consolidated subsidiaries, is made known to our CEO and CFO by others within those entities, particularly during~~ the ~~period~~inadequacy inof ~~which~~supporting ~~this~~documentation ~~report~~relating ~~was being prepared and (2) effective, in that they provide reasonable assurance that information required~~ to ~~be disclosed by us in~~ the ~~reports~~Company's weaccounting ~~file~~records ~~or submit under the Securities Exchange Act is recorded, processed, summarized~~ and ~~reported within~~ the ~~time~~inadequacy ~~periods~~of ~~specified~~review ~~in the SEC's rules~~ and ~~forms,~~supervision ~~except~~of ~~for~~ the ~~material~~preparation ~~weaknesses~~of ~~disclosed~~accounting ~~below~~records.

~~(b)~~Prior ~~Changes~~to inthe ~~Internal~~issuance ~~Controls. In connection with its audit~~ of our consolidated financial statements, ~~for~~we completed the ~~year~~account ~~ended~~reconciliations, ~~October~~analyses ~~31,~~and ~~2003~~our ~~Burr,~~management ~~Pilger~~review &such ~~Mayer,~~that ~~LLP~~we ~~identified~~can ~~significant~~certify ~~deficiencies,~~that ~~which~~the ~~represent~~information ~~material~~contained ~~weaknesses.~~in ~~The~~our ~~material~~financial ~~weaknesses~~statements ~~were~~as ~~related~~of toand ~~the~~for ~~inadequacy~~each of ~~supporting~~the ~~documentation~~three ~~relating~~years toin the ~~Company's~~period ~~accounting~~ended ~~records~~October ~~and~~31, ~~the~~2004 ~~inadequacy~~fairly ofpresents, ~~review~~in all material respects, the financial condition and ~~supervision~~results of operations of Televideo, except for the ~~preparation~~lack of ~~accounting~~stock options records mentioned in Note 10 to the consolidated financial statements.

Prior to the issuance of our consolidated financial statements, we completed the account reconciliations, analyses and our management review such that we can certify that the information contained in our financial statements as of and for each of the three years in the period ended October 31, 2003, fairly presents, in all material respects, the financial condition and results of operations of Televideo, except for the lack of stock option records mentioned in Note 9 to the consolidated financial statements.
PART III

Item 10. Directors and Executive Officers of the Registrant

Directors

Dr. ~~Robert E~~K. ~~Larson~~Philip ~~joined~~Hwang is the ~~Company~~founder ~~as a member~~ of the ~~Board~~Company ofand ~~Directors in December 1989. Since September 1983, he~~ has ~~served~~been asChairman ~~General Partner~~ of ~~Woodside~~the ~~Fund,~~Board aand ~~venture~~Chief ~~capital~~Executive ~~fund,~~Officer ~~and~~ since ~~September~~October ~~1985,~~1976. heFrom ~~has~~August 1990 ~~been~~to aApril 1991, ~~member~~he ofserved as the ~~Board~~Acting ofChief ~~Directors~~Financial ~~of Skye Investment Advisers~~Officer, a ~~registered~~position ~~investment~~he ~~adviser~~again ~~firm.~~assumed ~~Since 1973, Dr. Larson has been a Consulting Professor~~ in ~~the~~1998 ~~Engineering-Economic~~and ~~Systems~~from ~~Department~~May at2000 ~~Stanford~~to ~~University~~April 2002.

MrDr. ~~Woo~~Robert KE. ~~Kim~~Larson ~~was~~joined ~~elected~~the toCompany as a member of the Board of Directors in ~~April~~December ~~1997~~1989. HeSince September 1983, he has served as ~~the~~General ~~President~~Partner of ~~Selam Inc.~~Woodside Fund, ~~San~~a ~~Jose~~venture capital fund, ~~California~~and since ~~August~~September ~~1995. Prior to that~~1985, ~~Mr. Kim~~he ~~was~~has ~~TeleVideo's~~been ~~Director~~a member of ~~Engineering~~the ~~and~~Board ~~Production~~of ~~from~~Directors ~~June 1994~~of toSkye ~~August 1995.~~Investment ~~Mr. Kim~~Advisers, ~~originally~~a ~~joined~~registered ~~the~~investment ~~TeleVideo~~adviser infirm. ~~1990~~Since as1973, ~~Senior Manager of Engineering~~Dr. ~~Mr.~~ ~~Kim~~Larson has BSbeen ~~and~~a MSConsulting ~~degrees~~Professor in ~~Electrical~~the Engineering ~~from~~Economic ~~Seoul~~Systems ~~National~~Department at Stanford University.

~~Audit~~Mr. Woo ~~Committee~~K. Kim was elected to the Board of Directors in April 1997. He has served as the President of Selam Inc., San Jose, California since August 1995. Prior to that, Mr. Kim was TeleVideo's Director of Engineering and ~~Audit~~Production ~~Committee~~from ~~Financial~~June 1994 ~~Expert~~to August 1995. Mr. Kim originally joined TeleVideo in 1990 as Senior Manager of Engineering. Mr. Kim has BS and MS degrees in Electrical Engineering from Seoul National University.

~~Section 16(a)~~Audit ~~Beneficial~~Committee ~~Ownership~~and ~~Compliance~~Audit Committee Financial Expert

The ~~Company~~Audit ~~has~~Committee ~~not~~is ~~adopted~~represented aby ~~code~~the two outside directors of ~~ethics~~the ~~for~~board, ~~its~~Dr. ~~principal~~Robert ~~officers~~E. ~~However,~~Larson ~~the~~and ~~Company~~Mr. isWoo ~~expecting~~K. toKim. ~~adopt~~The aCompany ~~code~~is in the process of ~~ethics~~recruiting noan ~~later~~audit ~~than~~committee ~~January~~financial 31expert, ~~2005~~in order to comply with the Security and Exchange Commission rules.

~~Item~~Section 16(a) ~~11. Executive~~Beneficial ~~Compensation~~Ownership Compliance

~~Annual~~ The ~~Compensation Long~~members ~~Term~~ of ~~Compensation Other Compensation Name~~the Board of Directors, the executive officers of the Company and ~~Principal~~certain ~~Position Year Salary ($) Other~~persons, ~~Annual Compensation~~ if any, who beneficially own more than 10% of the Company's outstanding Common Stock are subject to the reporting requirements of Section 16($a) ~~Restricted~~ of the Exchange Act, which require them to file reports with respect to their ownership of the Company's Common Stock ~~Options/SARs~~ and their transactions in the Common Stock. Based upon the copies of Section 16(~~Shares~~a) ~~LTIP Payouts K.~~ ~~Philip~~reports ~~Hwang Chief~~that ~~Executive~~the ~~Officer 2003 2002 2001 140~~Company received from such persons or the written representations received from one or more of such persons concerning reports required to be filed by them for the 2004 fiscal year,~~000 140,000 140,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0~~ the Company believes that all reporting requirements under Section 16(a) for such fiscal year were met in a timely manner by the persons known to the Company to be subject to the Section 16(a) reporting requirements.

~~Other~~The ~~Compensation~~Company has not adopted a code of ethics for its principal officers.

~~Stock~~Item ~~Option~~11. Executive ~~Grants in Last Fiscal Year:~~Compensation

The ~~Aggregated~~following ~~Option~~table ~~Exercises~~shows executive compensation paid by the Company for services rendered to the Company or its subsidiaries in ~~Last~~all ~~Fiscal~~capacities ~~Year~~during the three fiscal years ended October 31, 2004, to the Company's Chief Executive Officer (the "Named Executive Officer"). No other executive officer of the Company earned salary and ~~Fiscal~~bonus ~~Year~~of ~~End~~at ~~Option~~least ~~Values:~~$100,000 during the fiscal year ended October 31, 2004.

No option exercises were made in the last fiscal year by the Named Executive Officer. Accordingly, the Option Exercise table has been omitted.

	Annual Compensation			Long Term Compensation			Other
Name and Principal Position	Year	Salary ($)	Other Annual Compensation ($)	Restricted Stock	Options/ SARs (Shares)	LTIP Payouts	Compensation
K. Philip Hwang Chief Executive Officer	2004 2003 2002	140,000 140,000 140,000	0 0 0	0 0 0	0 0 0	0 0 0	0 0 0

Other ~~Long Term Incentive Plan Awards:~~Compensation
Stock NoOption ~~long~~Grants ~~term~~in ~~incentive~~Last ~~awards~~Fiscal ~~were made by the Company during fiscal 2003. Accordingly, a table setting forth such awards has not been included.~~Year
No options were granted in the last fiscal year to the Named Executive Officer, and he currently owns no options, either vested or unvested. Accordingly, the Option Grants table has been omitted.

Aggregated ~~Employment~~Option ~~Agreements~~Exercises in Last Fiscal Year and ~~Other~~Fiscal ~~Arrangements~~Year End Option Values
No option exercises were made in the last fiscal year by the Named Executive Officer. Accordingly, the Option Exercise table has been omitted.

Long ~~The~~Term ~~Company~~Incentive ~~has~~Plan ~~no employment agreement or other arrangement regarding employment with the Named Executive Officer or any other executive officer of the Company.~~Awards
No long term incentive awards were made by the Company during fiscal 2004. Accordingly, a table setting forth such awards has not been included.

~~Item~~Employment ~~12. Security~~Agreements ~~Ownership of Certain Beneficial Owners~~ and ~~Management~~Other ~~and Related Stockholder Matters~~Arrangements

~~Beneficial~~The ~~Ownership Directors,~~Company ~~Officers~~has ~~and~~no ~~Principal~~employment ~~Stockholders Number~~agreement or other arrangement regarding employment with the Named Executive Officer or any other executive officer of ~~Shares~~ the Company.

~~Percent~~Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters

KThe following table sets forth information regarding the beneficial ownership of the Company's Common Stock as of October 31, 2004: (i) all those known to the Company to be beneficial owners of more than five percent of its Common Stock; (ii) each director and director nominee of the Company; (iii) each person named in the Summary Compensation Table; and (iv) all executive officers and directors of the Company as a group. ~~Philip~~The ~~Hwang~~Company knows of no arrangements that will result in a change in control subsequent to the date hereof. Except as otherwise indicated, each person has sole investment and voting power with respect to the shares shown, subject to community property laws, where applicable.

7Beneficial Ownership Directors,~~127,824(1)~~ Officers and Principal Stockholders Number of Shares

~~63.0%~~Percent of Total

~~2345~~K. ~~Harris~~Philip ~~Way, San Jose, California 95131~~Hwang

~~Woo K. Kim~~7,127,824(1)

~~20,000(2)~~63.0%

* 2345 Harris Way, San Jose, California 95131

~~1887~~Woo ~~O'Toole Ave~~K., ~~Suite #C-103~~Kim

~~San Jose~~20, ~~California 95131~~000(2)

~~Robert E. Larson~~*

371887 O'Toole Ave.,~~500~~ Suite #C-103

*San Jose, California 95131

~~850~~Robert ~~Woodside~~E. ~~Drive, Woodside, California 94062~~Larson

~~All Executive Officers and Directors as a Group~~37,500

~~7,185,324~~*

~~63.5%~~ 850 Woodside Drive, Woodside, California 94062

(3All ~~persons)~~Executive Officers and Directors as a Group

* Represents less than one percent. 7,185,324

~~(1) Includes an aggregate of 75,983 shares held in trust for Dr~~63. ~~Hwang's children, 22,500 shares held of record by the Kyupin Philip and C. Gemma Hwang Foundation, and the 7,029,341 shares held of record by Dr. Hwang and his spouse.~~ 5%

(2)3 ~~Includes 20,000 shares that Mr. Kim may acquire pursuant to the exercise of stock options.~~ persons)

~~Item 13. Certain Relationships and Related Transactions~~ ________________________

~~None~~ * Represents less than one percent.

~~Item~~(1) 14Includes an aggregate of 75,983 shares held in trust for Dr. ~~Principal~~ Hwang's ~~Accountant~~children, ~~Fees~~22,500 shares held of record by the Kyupin Philip and ~~Services~~C. Gemma Hwang Foundation, and the 7,029,341 shares held of record by Dr. Hwang and his spouse. (2) Includes 20,000 shares that Mr. Kim may acquire pursuant to the exercise of stock options.

~~The~~Item ~~following~~13. Certain ~~table~~Relationships ~~shows the fees paid or accrued by TeleVideo for the audit~~ and ~~other~~Related ~~services~~Transactions ~~provided by our independent registered public accounting firms of Burr, Pilger & Mayer LLP for fiscal year 2003 and CCA Accountancy Corporation for fiscal year 2002 (in thousands):~~

~~2003 2002 Audit fees $ 120 $ 52 Audit fees: Restatements 170 - Tax fees 30 9 Total $ 320 $ 61~~ None.

~~Audit~~Item ~~Fees~~14. Principal ~~The~~Accountant ~~aggregate~~Fees ~~fees~~And billed by Burr, Pilger & Mayer LLP are for professional services rendered for the audit of the Company's annual financial statements for the fiscal year ended October 31, 2003 and for the restatement of fiscal years ended October 31, 2002 and 2001 and for quarterly periods during three years ended October 31, 2003.Services

~~Tax~~The ~~Fees~~following table shows the fees paid or accrued by TeleVideo for the audit and other services provided by our independent registered public accounting firm of Burr, Pilger & Mayer LLP for fiscal year 2004 and 2003 (in thousands):

~~PART~~ 2004 2003 Audit IVfees $ 130 $ 120 Audit fees: Restatements - 170 Tax fees 25 30 Total $ 155 $ 320

~~Item 15. Exhibits~~Audit ~~and Financial Statement Schedules~~ Fees
. The aggregate fees billed by Burr, Pilger & Mayer LLP are for professional services rendered for the audit of the Company's annual financial statements for the fiscal year ended October 31, 2004 and 2003 and for the restatement of fiscal years ended October 31, 2002 and 2001 and for quarterly periods during three years ended October 31, 2003.

~~The~~Tax ~~consolidated financial statements, notes thereto, the report of Burr, Pilger, & Mayer, LLP, Independent Registered Public Accounting Firm thereon is included in Part II of this Report on Form 10-K.~~ Fees
. The aggregate fees billed paid or accrued by TeleVideo for tax compliance, tax advice, and tax planning was $25,000 and $30,000 for the fiscal years ended October 31, 2004 and 2003.

~~2. FINANCIAL~~PART ~~STATEMENT SCHEDULES.~~ IV

~~All~~Item 15. EXHIBITS ~~schedules~~AND ~~have~~FINANCIAL ~~been~~STATEMENTS ~~omitted~~SCHEDULES since the required information is not present in amounts sufficient to require submission of the schedule or because the information required is included in the accompanying Consolidated Financial Statements.

31. ~~EXHIBITS~~ FINANCIAL STATEMENTS.

The ~~following~~consolidated ~~exhibits~~financial ~~have~~statements, ~~been~~notes orthereto, ~~are~~the ~~being~~report ~~filed~~of ~~herewith~~Burr, ~~and~~Pilger, ~~are~~& ~~numbered~~Mayer, inLLP, ~~accordance~~Independent ~~with~~Registered ~~Item~~Public ~~601~~Accounting Firm thereon is included in Part II of ~~Regulation~~this SReport on Form 10-K:.

~~Exhibit Number Description~~2. ofFINANCIAL ~~Exhibit~~STATEMENT SCHEDULES.

~~3.1(1)~~All ~~Restated~~schedules ~~Certificate~~have ofbeen ~~Incorporation~~omitted ofsince ~~Registrant, as amended and currently in effect 3.2(2) Bylaws of~~ the ~~Registrant 10.1(3)~~required ~~TeleVideo,~~information ~~Inc.~~is ~~1991~~not ~~Incentive~~present ~~Stock~~in ~~Option~~amounts ~~Plan~~sufficient ~~and~~to ~~form~~require ofsubmission ~~Incentive Stock Option Agreement 10.2(3) TeleVideo, Inc. 1992 Outside Directors' Stock Option Plan+ 10.3(4) Management Bonus Plan effective fiscal 1984, as amended 10.4(2) Form~~ of ~~Distributor~~the ~~and~~schedule ~~Licensing~~or ~~Agreement 10.5(2)~~because Form of Original Equipment Manufacturer Agreement 10.6(5) Real Estate Purchase Agreement dated December 28, 1998 and accompanying Lease and Agreement of Lease, Escrow Agreement, Pledge and Security Agreement and Assignment between the ~~Registrant~~information ~~and~~required ~~TVCA,~~is ~~LLC,~~included ~~dated~~in ~~December 28, 1998 32.1 Certification pursuant to section 906 of~~ the ~~Sarbanes-Oxley~~accompanying ~~Act 31.1(1)~~Consolidated ~~Certification~~Financial ~~of Chief Executive Officer 31~~Statements.~~2(1)~~ ~~Certification of Chief Financial Officer~~

~~+ Denotes~~3. ~~a management contract or compensatory plan or arrangement~~EXHIBITS.

~~(1)~~The ~~Filed~~following ~~herewith. (2)~~exhibits ~~Incorporated~~have bybeen ~~reference~~or ~~from~~are ~~the~~being ~~Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1987,~~ filed onherewith January 29, 1988. (3) Incorporated by reference from the Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1991, filed January 27, 1992. (4) Incorporated by reference from the Registrant's Annual Report on Form 10-K, filed January 29, 1985 and ~~Annual~~are ~~Report~~numbered onin ~~Form~~accordance ~~10-K,~~with ~~filed~~Item ~~January~~601 ~~28,~~of ~~1986.~~Regulation ~~(5) Incorporated by reference from the Registrant's Current Report on Form 8~~S-K,: ~~filed on January 2, 1999.~~

~~SIGNATURES~~Exhibit

~~Pursuant~~Number Description ~~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.~~ Exhibit

3.1(1) Restated Certificate of Incorporation of Registrant, as amended and currently in effect ~~TELEVIDEO~~3.2(2) Bylaws of the Registrant 10.1(3) TeleVideo, ~~INC~~Inc. 1991 Incentive Stock Option Plan and form of Incentive Stock Option Agreement 10.2(3) TeleVideo, Inc. 1992 Outside Directors' Stock Option Plan+ 10.3(4) Management Bonus Plan effective fiscal 1984, as amended 10.4(2) Form of Distributor and Licensing Agreement 10.5(2) Form of Original Equipment Manufacturer Agreement 10.6(5) Real Estate Purchase Agreement dated December 28, 1998 and accompanying Lease and Agreement of Lease, Escrow Agreement, Pledge and Security Agreement and Assignment between the Registrant and TVCA, LLC, dated December 28, 1998 32.1 Certification pursuant to section 906 of the Sarbanes-Oxley Act 99.1(1) Certification of Chief Executive Officer 99.2(1) Certification of Chief Financial Officer

~~By:~~ + Denotes a management contract or compensatory plan or arrangement. ~~Date:~~(1) Filed herewith (2) Incorporated by reference from the Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1987, filed on January 29, 1988. (3) Incorporated by reference from the Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1991, filed January 27, 1992. (4) Incorporated by reference from the Registrant's Annual Report on Form 10-K, filed January 29, 1985 and Annual Report on Form 10-K, filed January 28, 1986. (5) Incorporated by reference from the Registrant's Current Report on Form 8-K, filed on January 2, 1999.

Pursuant to the requirements 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 on the dates indicated. SIGNATURES

Signature Title Date: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.

~~/s/~~ TELEVIDEO, KINC. (Registrant) ~~PHILIP HWANG~~

By: Date: /s/ ~~RICHARD~~K. ~~KIM Vice~~PHILIP ~~President of Marketing and Human Resources~~HWANG Richard Kim and Acting Chief Financial Officer December 20, 2004

K. Philip Hwang June 9, 2005
Chairman of the Board and Chief Executive Officer

~~/s/~~ Pursuant ~~ROBERT~~to Ethe requirements 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 on the dates indicated. ~~LARSON~~

~~/s/ WOO K. KIM~~ Signature ~~Director~~Title Woo K. Kim December 20, 2004Date

~~CERTIFICATIONS~~/s/ K. PHILIP HWANG Chairman of the Board and Chief Executive Officer June 9, 2005 K. Philip Hwang (Principal Executive Officer)

~~EXHIBIT~~/s/ ~~32.1~~RICHARD KIM

Vice President of Marketing and Human Resources
Richard Kim and Acting Chief Financial Officer June 9, 2005

~~Pursuant~~/s/ toROBERT ~~Section 906 of the Sarbanes-Oxley Act of 2002 (18 U~~E.~~S.C.~~ Section 1350, as adopted), K. Philip Hwang, Chief Executive Officer of TeleVideo, Inc. (the "Company"), and Richard Kim, Vice President of Marketing and Human Resources and Acting Chief Financial Officer of the Company, each hereby certify that, to the best of their knowledge:LARSON

Director
Robert E. Larson June 9, 2005

~~1. The Company'~~/s/ ~~Annual~~WOO ~~Report on Form 10-~~K ~~for the period ended October 31, 2003, to which this Certification is attached as Exhibit 32~~.1 ~~(the "ANNUAL REPORT") fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934, and~~ KIM

Director
Woo K. Kim June 9, 2005

~~2. The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.~~CERTIFICATIONS

IN EXHIBIT ~~WITNESS WHEREOF, the undersigned have set their hands hereto as of December 20, 2004~~32.1

~~/s/~~Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350, as adopted), K. ~~PHILIP~~Philip ~~HWANG~~Hwang, Chief Executive Officer of TeleVideo, Inc. (the "Company"), and Richard Kim, Vice President of Marketing and Human Resources and Acting Chief Financial Officer of the Company, each hereby certify that, to the best of their knowledge:

~~EXHIBIT~~ 1. The Company's Annual Report on Form 10-K for the period ended October 31, 2004, to which this Certification is attached as Exhibit 32.1 (the "ANNUAL REPORT") fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934, and

I 2. The information contained in the Annual Report fairly presents, K.in ~~Philip~~all ~~Hwang~~material respects, ~~certify~~the ~~that:~~financial condition and results of operations of the Company.

~~1. I~~IN ~~have~~WITNESS ~~reviewed~~WHEREOF, ~~this~~the ~~annual~~undersigned ~~report~~have onset ~~Form~~their ~~10-K~~hands hereto as of June ~~Televideo~~9, ~~Inc.;~~ 2005,

2 /s/ K. ~~Based~~ onPHILIP myHWANG /s/ ~~knowledge,~~RICHARD ~~this~~KIM K. ~~annual~~Philip ~~report~~Hwang Richard ~~does~~Kim Chief ~~not~~Executive ~~contain~~Officer Vice ~~any~~President ~~untrue statement~~ of aMarketing ~~material~~and ~~fact~~Human orResources and ~~omit~~Acting toChief ~~state~~Financial ~~a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;~~ Officer

~~3. Based~~EXHIBIT on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 31.1

~~4. The registrant's other certifying officers and~~ I, ~~are~~K. ~~responsible~~Philip ~~for~~Hwang, ~~establishing~~certify ~~and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have~~that:

a)1. I ~~designed~~have ~~such~~reviewed ~~disclosure~~this ~~controls~~annual ~~and~~report ~~procedures~~on toForm ~~ensure~~10-K ~~that~~of ~~material information relating to the registrant~~Televideo, ~~including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared~~Inc.;

b)2. Based ~~evaluated~~on ~~the~~my ~~effectiveness~~knowledge, ofthis ~~the~~annual ~~registrant's~~report ~~disclosure~~does ~~controls~~not ~~and~~contain ~~procedures~~any asuntrue statement of a ~~date~~material ~~within~~fact 90or ~~days~~omit ~~prior~~to state a material fact necessary to make the ~~filing~~statements ~~date~~made, in light of ~~this~~the ~~annual~~circumstances ~~report~~under (which such statements were made, not misleading with respect to the ~~"Evaluation~~period ~~Date");~~covered ~~and~~by this annual report;

c)3. Based ~~presented~~on my knowledge, the financial statements, and other financial information included in this annual report, ~~our~~fairly ~~conclusions~~present ~~about~~in ~~the~~all ~~effectiveness~~material ofrespects the ~~disclosure~~financial ~~controls~~condition, results of operations and ~~procedures~~cash ~~based~~flows onof ~~our~~the ~~evaluation~~registrant as of, and for, the ~~Evaluation~~periods ~~Date~~presented in this annual report;

54. The registrant's other certifying officers and I ~~have~~are ~~disclosed,~~responsible ~~based~~for onestablishing ~~our~~and ~~most~~maintaining ~~recent~~disclosure ~~evaluation,~~controls ~~to the registrant's auditors~~ and ~~the~~procedures ~~audit~~(as ~~committee~~defined ofin ~~registrant's~~Exchange ~~board~~Act ofRules 13a-14 ~~directors~~and ~~(or~~15d-14) ~~persons~~for ~~performing~~ the ~~equivalent~~registrant ~~functions)~~and have:

a) ~~all~~designed ~~significant~~such ~~deficiencies~~disclosure incontrols ~~the~~and ~~design~~procedures orto ~~operation~~ensure ofthat ~~internal~~material ~~controls~~information ~~which~~relating ~~could~~to ~~adversely affect~~ the registrant's, ~~ability~~including toits ~~record,~~consolidated ~~process~~subsidiaries, ~~summarize~~is ~~and~~made ~~report~~known ~~financial~~to ~~data~~us ~~and~~by ~~have~~others ~~identified~~within ~~for~~those entities, particularly during the ~~registrant's~~period ~~auditors~~in ~~any~~which ~~material~~this ~~weaknesses~~annual inreport ~~internal~~is ~~controls~~being prepared; ~~and~~

b) ~~any~~evaluated ~~fraud,~~the ~~whether~~effectiveness orof ~~not~~the ~~material,~~registrant's ~~that~~disclosure ~~involves~~controls ~~management~~and orprocedures ~~other~~as ~~employees~~of ~~who~~a ~~have~~date awithin ~~significant~~90 ~~role~~days inprior to the ~~registrant's~~filing ~~internal~~date ~~controls~~of this annual report (the "Evaluation Date"); and

~~6. The~~c) ~~registrant's~~presented ~~other certifying officers and I have indicated~~ in this annual report ~~whether~~our ~~there~~conclusions ~~were~~about ~~significant~~the ~~changes~~effectiveness inof ~~internal~~the ~~controls~~disclosure ~~or in other factors that could significantly affect internal~~ controls ~~subsequent~~and toprocedures ~~the~~based ~~date~~on of our ~~most recent~~ evaluation, ~~including~~as ~~any~~of ~~corrective~~the ~~actions~~Evaluation ~~with~~Date; ~~regard to significant deficiencies and material weaknesses.~~

/ 5. The registrant's/ K.other ~~PHILIP~~certifying ~~HWANG~~ officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

~~President~~ a) ~~and~~all ~~Chief~~significant ~~Executive~~deficiencies ~~Officer Date:~~in ~~December~~the 20design or operation of internal controls which could adversely affect the registrant's ability to record, ~~2004~~process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

~~EXHIBIT~~ b) ~~31.2~~any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

I, 6. The ~~Richard~~registrant's other certifying officers and I. ~~Kim,~~have ~~certify~~indicated in this annual report whether there were significant changes in internal controls or in other factors that: could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

1/s/ K. I ~~have~~PHILIP ~~reviewed~~HWANG K. ~~this~~Philip ~~annual~~Hwang President ~~report~~and onChief ~~Form~~Executive ~~10-K~~Officer Date: ofJune ~~Televideo~~9, ~~Inc.;~~2005

~~2. Based~~EXHIBIT on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 31.2

~~3. Based on my knowledge~~I, ~~the~~Richard ~~financial~~I. ~~statements~~Kim, ~~and~~certify ~~other~~that: financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

41. ~~The registrant's other certifying officers and~~ I ~~are~~have ~~responsible~~reviewed ~~for~~this ~~establishing~~annual ~~and~~report ~~maintaining~~on ~~disclosure~~Form ~~controls and procedures (as defined in Exchange Act Rules 13a~~10-14K ~~and~~of ~~15d-14)~~Televideo ~~for~~Inc.; ~~the registrant and have:~~

a)2. Based ~~designed~~on ~~such~~my ~~disclosure~~knowledge, ~~controls~~this ~~and~~annual ~~procedures~~report does not contain any untrue statement of a material fact or omit to ~~ensure~~state ~~that~~a material ~~information~~fact ~~relating~~necessary to make the ~~registrant~~statements made, ~~including~~in ~~its~~light ~~consolidated~~of ~~subsidiaries,~~the iscircumstances ~~made~~under ~~known~~which tosuch usstatements bywere ~~others~~made, ~~within~~not ~~those~~misleading ~~entities,~~with ~~particularly~~respect ~~during~~to the period incovered ~~which~~by this annual report ~~is being prepared~~;

b)3. Based ~~evaluated~~on my knowledge, the ~~effectiveness~~financial ofstatements, ~~the~~and ~~registrant's~~other ~~disclosure~~financial ~~controls~~information ~~and~~included ~~procedures~~in asthis ofannual areport, ~~date~~fairly ~~within~~present 90in ~~days~~all ~~prior~~material torespects the ~~filing~~financial ~~date~~condition, results of ~~this~~operations ~~annual~~and ~~report~~cash (flows of the ~~"Evaluation~~registrant ~~Date");~~as of, and for, the periods presented in this annual report;

c)4. The ~~presented~~registrant's inother ~~this~~certifying ~~annual~~officers ~~report~~and ~~our~~I ~~conclusions~~are ~~about~~responsible ~~the~~for ~~effectiveness~~establishing ofand ~~the~~maintaining disclosure controls and procedures ~~based~~(as ondefined ~~our~~in ~~evaluation~~Exchange asAct ofRules 13a-14 and 15d-14) for the ~~Evaluation~~registrant ~~Date;~~and have:

~~5. The~~a) ~~registrant's~~designed ~~other~~such ~~certifying~~disclosure ~~officers~~controls and Iprocedures ~~have~~to ~~disclosed,~~ensure ~~based~~that onmaterial ~~our~~information ~~most~~relating ~~recent evaluation,~~ to the registrant's, ~~auditors~~including ~~and~~its ~~the~~consolidated ~~audit~~subsidiaries, ~~committee~~is ofmade ~~registrant's~~known ~~board~~to ofus ~~directors~~by ~~(or~~others ~~persons~~within ~~performing~~those entities, particularly during the ~~equivalent~~period ~~functions):~~in which this annual report is being prepared;

ab) ~~all~~evaluated ~~significant deficiencies in~~ the ~~design~~effectiveness ~~or operation~~ of ~~internal controls which could adversely affect~~ the registrant's ~~ability~~disclosure tocontrols ~~record,~~and ~~process,~~procedures ~~summarize~~as ~~and~~of ~~report~~a ~~financial~~date ~~data~~within ~~and~~90 ~~have~~days ~~identified~~prior ~~for~~to the ~~registrant's~~filing ~~auditors~~date ~~any~~of ~~material~~this ~~weaknesses~~annual inreport ~~internal~~(the ~~controls~~"Evaluation Date"); and

bc) ~~any~~presented ~~fraud,~~in ~~whether~~this orannual ~~not~~report ~~material,~~our ~~that~~conclusions ~~involves~~about ~~management~~the oreffectiveness ~~other~~of ~~employees~~the ~~who~~disclosure ~~have~~controls aand ~~significant~~procedures ~~role~~based inon ~~the~~our ~~registrant's~~evaluation ~~internal~~as ~~controls;~~of ~~and~~the Evaluation Date;

65. The registrant's other certifying officers and I have ~~indicated~~disclosed, inbased ~~this~~on ~~annual~~our ~~report~~most ~~whether~~recent ~~there~~evaluation, ~~were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent~~ to the ~~date~~registrant's ofauditors ~~our~~and ~~most~~the ~~recent~~audit ~~evaluation,~~committee ~~including~~of ~~any~~registrant's ~~corrective~~board ~~actions~~of ~~with~~directors ~~regard~~(or topersons ~~significant~~performing ~~deficiencies~~the ~~and~~equivalent ~~material~~functions): ~~weaknesses.~~

/ a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's/ ~~RICHARD~~ability I.to ~~KIM Richard~~record, I.process, ~~Kim~~summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

~~Vice~~ b) ~~President~~any offraud, ~~Marketing~~whether ~~and~~or ~~Human~~not ~~Resources and~~material, ~~Acting~~that ~~Chief~~involves ~~Financial~~management Officer Date:or ~~December~~other ~~20,~~employees ~~2004~~who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

/s/ RICHARD I. KIM

Richard I. Kim
Vice President of Marketing and Human Resources
and Acting Chief Financial Officer Date: June 9, 2005

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

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

	Common Stock		Additional paid-in capital	Accumulated Other Comprehensive Income	Accumulated Deficit	Total Stockholders' Equity (Deficit)	Comprehensive Loss
	Shares	Amount
Balances, October 31, 2000	11,310	$ 454	$ 95,734	$ 1,153	$ (89,025)	$ 8,316
Balances, October 31, 2000 (as restated)	11,310	453	95,735	1,154	(89,043)	8,299
Net loss					(6,331)	(6,331)	(6,331)
Unrealized (loss) on marketable securities				(1,074)		(1,074)	(1,074)
Balances, October 31, 2001 (as restated)	11,310	453	95,735	80	(95,374)	894	(7,405)
Net loss					(2,560)	(2,560)	(2,560)
Unrealized (loss) on marketable securities				(102)		(102)	(102)
Balances, October 31, 2002 (as restated)	11,310	453	95,735	(22)	(97,934)	(1,768)	(2,662)
Net loss					(2,805)	(2,805)	(2,805)
Unrealized gain on marketable securities				201		201	201
Balances, October 31, 2003	11,310	$ 453	$ 95,735	$ 179	$ (100,739)	$ (4,372)	$ (2,604)

Filing Compare · TELEVIDEO INC