===============================================================================

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

                                  FORM 10-K/A
                                Amendment No. 1
(MARK  ONE)

[X]  ANNUAL  REPORT  PURSUANT  TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT  OF  1934

                     FOR THE FISCAL YEAR ENDED JUNE 30, 2003

[ ]  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 1-16027


                                 LANTRONIX, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                      DELAWARE                        33-0362767
        (STATE OR OTHER JURISDICTION               (I.R.S. EMPLOYER
    OF  INCORPORATION  OR  ORGANIZATION)          IDENTIFICATION  NO.)

                15353 BARRANCA PARKWAY, IRVINE, CALIFORNIA 92618
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (949) 453-3990
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

      TITLE OF EACH CLASS             NAME OF EACH EXCHANGE ON WHICH REGISTERED
      -------------------             -----------------------------------------
 COMMON STOCK, $0.0001 PAR VALUE              THE NASDAQ  MARKET

     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.    Yes  [X]   No  [ ]

     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.    Yes  [  ]    No  [X]

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

     The  aggregate  market  value  of  the  registrant's  Common  Stock held by
non-affiliates  based  upon  the  closing  sales  price  of  the Common Stock on
December  31, 2003, as reported by the Nasdaq National Market, was approximately
$31,192,000.  Shares  of Common Stock held by each current executive officer and
director and by each person who is known by the registrant  to own 5% or more of
the  outstanding  Common  Stock have been excluded from this computation in that
such  persons  may be deemed to be affiliates of the registrant. Share ownership
information of certain persons known by the registrant to own greater than 5% of
the  outstanding common stock for purposes of the preceding calculation is based
solely  on  information  on  Schedule 13G filed with the Commission and is as of
December  31,  2003.  This determination of affiliate status is not a conclusive
determination  for  other  purposes.

As  of  August 31, 2004, there were 58,154,919 shares of the Registrant's common
stock  outstanding.

===============================================================================




                                EXPLANATORY NOTE

This  Amendment  to  our  annual report on Form 10-K for the year ended June 30,
2004 filed on September 28, 2004 is being filed for the purposes of (i) revising
the  total  operating  expenses  for  the  2000 Income Statement on page 15 from
$21,826  to  $21,836,  and  the  working capital amount for 2002 on page 16 from
$39,164  to $40,317 (ii) revising the percent variance in the gross profit table
on page 22 from 8.5% to 81.8% (iii) revising the liquidity and capital resources
section  on page 30 to reflect a change in the decrease in contract manufacturer
receivable from $745,000 to $777,000 (iv) revising the Consolidated Statement of
Cash  Flows  amortization  of  purchased  intangible  assets  and  impairment of
goodwill  and  purchased  intangible  assets  for  2002  and  the  supplemental
disclosure  of  income taxes paid for 2004 on page F-5 (v) revising the property
and  equipment  table for 2003 on page F-14 (vi) revising the June 30, 2003 note
receivable  from  officers on page F-14 from $110,000 to $104,000 (vii) revising
the  stock  based  compensation amount for year ended June 30, 2003 on page F-22
from  $1.3 million to $1.5 million (viii) revising the income tax reconciliation
table  on  page F-24 and (ix) revising Schedule II for years ended June 30, 2003
and  2004  on  page  S-2.

In  connection  with  these  amendments,  we  are  including  the certifications
required  by  (i)  18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the  Sarbanes-Oxley  Act  of  2002,  and  (ii)  Rule  13a-15(e)  and  15d-15(e)
promulgated  pursuant  to  Section  302  of  the  Sarbanes-Oxley Act of 2002, as
exhibits  32.1,  31.1,  31.2, respectively. We have included the document in its
entirety  in  this  Amendment  No.  1  to  Form  10-K  to reflect  such changes.


                                        1



                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions  of  the definitive Proxy Statement for the Lantronix, Inc. Annual
Meeting  of  Stockholders  scheduled  to  be  held  on  November  18,  2004  are
incorporated  by  reference into Part II and Part III of this Amendment No. 1 to
Form  10-K  ("Form  10-K").

     Certain  exhibits filed in connection with the Lantronix, Inc. Registration
Statement on Form S-1, originally filed May 19, 2000, and Registration Statement
on  Form S-1, originally filed June 14, 2001, are incorporated by reference into
Part  IV  of  this  Form  10-K.

                                 LANTRONIX, INC.
                           ANNUAL REPORT ON FORM 10-K/A
                                Amendment No. 1
                     FOR THE FISCAL YEAR ENDED JUNE 30, 2004




                                TABLE OF CONTENTS
                                                                                                                    Page
                                                                                                                    ----
                                                         PART I

                                                                                                               
ITEM 1.                   Business                                                                                    4

ITEM 2.                   Properties                                                                                 11

ITEM 3.                   Legal Proceedings                                                                          11

ITEM 4.                   Submission of Matters to a Vote of Security Holders                                        13

                                                         PART II

ITEM 5.                   Market for Registrant's Common Equity and Related Stockholder Matters                      14

ITEM 6.                   Selected Consolidated Financial Data                                                       15

ITEM 7.                   Management's Discussion and Analysis of Financial Condition and Results of Operations      16

ITEM 7A.                  Quantitative and Qualitative Disclosures About Market Risk                                 37

ITEM 8.                   Financial Statements and Supplementary Data                                                38

ITEM 9.                   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure       38

ITEM 9A                   Controls and Procedures                                                                    38

                                                         PART III

ITEM 10.                  Directors and Executive Officers of the Registrant                                         39

ITEM 11.                  Executive Compensation                                                                     39

ITEM 12.                  Security Ownership of Certain Beneficial Owners and Management                             39

ITEM 13.                  Certain Relationships and Related Transactions                                             39

ITEM 14.                  Principal Accountant Fees and Services                                                     39

                                                         PART IV

ITEM 15.                  Exhibits, Financial Statements, Schedules and Reports on Form 8-K                          40

                          Officer Certifications                                                                     II-4



                                        2




                           FORWARD-LOOKING STATEMENTS

     THIS  DOCUMENT  CONTAINS  STATEMENTS  THAT ARE NOT HISTORICAL FACTS BUT ARE
FORWARD-LOOKING  STATEMENTS  RELATING  TO  SUCH MATTERS AS ANTICIPATED FINANCIAL
PERFORMANCE,  BUSINESS  PROSPECTS,  TECHNOLOGICAL  DEVELOPMENTS,  NEW  PRODUCTS,
ENGINEERING  AND DEVELOPMENT ACTIVITIES AND SIMILAR MATTERS. SUCH STATEMENTS ARE
GENERALLY  IDENTIFIED  BY  THE USE OF FORWARD-LOOKING WORDS AND PHRASES, SUCH AS
"INTENDED,"  "EXPECTS,"  "ANTICIPATES"  AND  "IS  (OR  ARE)  EXPECTED  (OR
ANTICIPATED)."  THESE  FORWARD-LOOKING STATEMENTS INCLUDE BUT ARE NOT LIMITED TO
STATEMENTS  CONCERNING INDUSTRY TRENDS, ANTICIPATED DEMAND FOR OUR PRODUCTS, THE
IMPACT  OF  PENDING  LITIGATION,  OUR  STRATEGY,  THE  POSSIBILITY  OF  FUTURE
INVESTMENTS  OR  ACQUISITIONS,  FUTURE  CUSTOMER  AND  SALES  DEVELOPMENTS,
MANUFACTURING  FORECASTS,  INCLUDING  THE  POTENTIAL  BENEFITS  OF  OUR CONTRACT
MANUFACTURERS  SOURCING  AND  SUPPLYING RAW MATERIALS, COMPONENTS AND INTEGRATED
CIRCUITS,  THE  POSSIBILITY  OF  AN  EXPANDING  ROLE  FOR  ORIGINAL  EQUIPMENT
MANUFACTURERS  IN  OUR  BUSINESS,  THE FUTURE COST AND POTENTIAL BENEFITS OF OUR
RESEARCH  AND  DEVELOPMENT  EFFORTS, AND LIQUIDITY AND CASH RESOURCES FORECASTS.
ACTUAL  RESULTS  MAY  DIFFER  MATERIALLY  FROM  THOSE  DISCUSSED  IN  SUCH
FORWARD-LOOKING  STATEMENTS,  AND  OUR  STOCKHOLDERS SHOULD CAREFULLY REVIEW THE
CAUTIONARY  STATEMENTS  SET  FORTH IN THIS FORM 10-K, INCLUDING FACTORS THAT MAY
AFFECT FUTURE RESULTS. WE MAY FROM TIME TO TIME MAKE ADDITIONAL WRITTEN AND ORAL
FORWARD-LOOKING  STATEMENTS,  INCLUDING STATEMENTS CONTAINED IN OUR FILINGS WITH
THE SECURITIES AND EXCHANGE COMMISSION AND IN OUR REPORTS TO STOCKHOLDERS. WE DO
NOT  UNDERTAKE  TO  UPDATE  ANY FORWARD-LOOKING STATEMENTS THAT MAY BE MADE FROM
TIME  TO  TIME  BY  US  OR  ON  OUR  BEHALF.


                                        3



                                     PART I

ITEM  1.  BUSINESS

OVERVIEW

     Lantronix, Inc. ("Lantronix" or "we" or "us") designs, develops and markets
devices  and software solutions that make it possible to access, manage, control
and configure almost any electronic product over the Internet or other networks.
We  are a leader in providing innovative networking solutions. We were initially
formed as "Lantronix," a California corporation, in June 1989. We reincorporated
as  "Lantronix,  Inc.,"  a  Delaware  corporation  in  May  2000.

     We  have  a history of providing devices that enable information technology
("IT") equipment to network using standard protocols for connectivity, including
fiber  optic, Ethernet and wireless. Our first device was a terminal server that
allowed "dumb" terminals to connect to a network. Building on the success of our
terminal  servers,  we  introduced a complete line of print servers in 1991 that
enabled users to inexpensively share printers over a network. Over the years, we
have  continually  refined  our  core  technology  and have developed additional
innovative  networking  solutions that expand upon the business of providing our
customers  network  connectivity.  With  the  expansion  of  networking  and the
Internet,  our  technology  focus  is  increasingly  broader, so that our device
solutions  provide  a  product  manufacturer  with  the ability to network their
products  within  the  industrial,  service  and  consumer  markets.

We  provide  three broad categories of products:  "device networking solutions,"
that  enable  almost  any  electronic  product to be connected to a network; "IT
management  solutions,"  that  enable  multiple  pieces  of  hardware,  usually
IT-related  network  hardware  such  as  servers, routers, switches, and similar
pieces  of  equipment  to be managed over a network; and "non-core" products and
services  that  include visualization solutions, legacy print server's, software
revenues, and other miscellaneous products. The expansion of our business in the
future  is  directed at the first two of these categories, device networking and
IT  management  solutions.

     Today,  our  solutions  include  fully  integrated  hardware  and  software
devices,  as  well  as software tools, to develop related customer applications.
Because  we  deal  with  network  connectivity, we provide hardware solutions to
extremely  broad  market  segments,  including  industrial, medical, commercial,
financial,  governmental,  retail  and  building  automation, and many more. Our
technology  is  used  to  provide  networking  capabilities  to products such as
medical  instruments,  manufacturing equipment, bar code scanners, building HVAC
systems,  elevators,  process  control equipment, vending machines, thermostats,
security  cameras,  temperature  sensors, card readers, point of sale terminals,
time  clocks,  and  virtually  any  product  that has some form of standard data
control  capability.  Our  current  product  offerings  include  a wide range of
hardware  devices  of  varying  size, packaging and, where appropriate, software
solutions  that  allow  our customers to network-enable virtually any electronic
product.

     We  sell  our  devices  through  a  global network of distributors, systems
integrators,  value-added  resellers  (VARs), manufacturers' representatives and
original  equipment  manufacturers  (OEMs).  In  addition,  we  sell directly to
selected  accounts.

     Our products are sold to distributors, OEMs, VARs, and systems integrators,
as well as directly to end-users. One customer, Ingram Micro Inc., accounted for
approximately  14%, 11% and 12% of our net revenues for the years ended June 30,
2004,  2003  and  2002,  respectively.  Another customer, Tech Data Corporation,
accounted  for  approximately  9%, 10% and 11% of our net revenues for the years
ended  June  30,  2004,  2003  and  2002,  respectively.  Accounts  receivable
attributable to these two domestic customers accounted for approximately 13% and
16%  of  total  accounts  receivable  at  June  30, 2004 and 2003, respectively.

     Our  common  stock  is currently traded on The Nasdaq SmallCap Market under
the  symbol  LTRX.

     Our  worldwide  headquarters  are located in Irvine, California and we have
offices  in Milford, Connecticut and worldwide, including; Germany; France; Hong
Kong  and Japan. We also have employees working from home offices in other areas
of  the  world  including  the  United Kingdom and Netherlands. During the first
quarter of fiscal 2004, we closed our European administrative operations handled
by  our  Switzerland office. Since September 2003, European operations have been
managed  from  our  Irvine,  California  facility.

     We  provide  information  regarding  our  company  and  our products on our
Internet  web  site,  www.lantronix.com.


OUR  STRATEGY

     Our  business  strategy  is based on our proven capability to develop fully
integrated  networking  solutions  that  increase  the  value  of our customers'
products  by  making  it  easy  to  take  advantage of features that can be made


                                        4



available when these products are network-enabled. This strategy is accomplished
by providing our customers with hardware and software that connects products and
systems  to  a network, and intelligently manages and controls them. Through our
15  years  of  networking  expertise,  knowledge  of  industry  trends,  and our
capability  to  develop solutions based on open industry standards, we have been
able  to  anticipate our customers' networking technology requirements and offer
solutions  that  enable  them  to  achieve  their  connectivity  objectives.  By
providing  a complete solution of hardware and integrated software, we have been
able  to  provide "turnkey" solutions, eliminating the need for our customers to
build  expensive  design  and  manufacturing expertise in-house. This results in
savings  to  the  customer  both  in  terms  of  financial  investment and time.

     Our  fully integrated hardware, software, and application development tools
have  enabled  us  to  become  a technology and industry leader. We focus on the
following  key  areas:

-    Device  Networking  Solutions  - We offer an array of embedded and external
     device  networking  solutions  that enable integrators and manufacturers of
     electronic  and  electro-mechanical  products  to add network connectivity,
     manageability,  and  control  to  their  products.  Our customers' products
     originate from a wide variety of applications, such as blood analyzers that
     relay  critical  patient  information  directly to a hospital's information
     system,  to simple devices such as timeclocks or audio/visual equipment, to
     improve  how  these  products  are  managed  and  controlled.

-    IT  Management Solutions - We offer off-the-shelf equipment that enables IT
     professionals to remotely manage network infrastructure equipment and large
     groups  of  servers.  Our terminal and console management systems solutions
     provide  a  comprehensive  solution  for  the remote command and control of
     today's  network  infrastructure.

-    Non-core Businesses - Over the years, we have innovated or acquired various
     product  lines  that  are  no  longer  part  of  our  primary, core markets
     described  above.  In  general,  this  category  of  business  represents
     decreasing  markets  and  we  minimize  research  and  development in these
     product  lines.  Included  in  this  category  are visualization solutions,
     legacy  print  servers,  software  and  other  miscellaneous  products.

     Our  strategy  is to drive the product development and revenues of our core
areas,  device  networking  solutions  and  IT  management  solutions.


PRODUCTS

     DEVICE  NETWORKING  SOLUTIONS

We provide manufacturers, integrators, and users with complete device networking
solutions  that  include  the  technology required for products to be connected,
managed  and controlled over networks using standard protocols for connectivity,
including  fiber optic, Ethernet and wireless. As common, everyday products such
as  lighting,  security  and  audio/visual systems leverage the power of network
connectivity,  manufacturers and users are realizing the benefits of networking.
Our  device  networking  solutions  dramatically  shorten  a  manufacturer's
development  time  to  implement  network  connectivity,  provide  competitive
advantages  with  new  features,  and  greatly  reduce engineering and marketing
risks.  Our  hardware  solutions  include  embedded modules (completed boards or
intelligent  connectors  with electronic components and the necessary connectors
and software that is mounted within a customer's product), and external hardware
modules  (with  single,  multi-  or  wireless  ports),  as  well  as the related
real-time operating system and application software that is required to make the
devices  effective.  We  also offer application- and industry-specific solutions
such  as  industrial  device  servers.

     Our  device  servers  allow  a  wide  range  of  equipment  to  be  quickly
network-enabled  without  the  need  for intermediary gateways, workstations, or
PCs.  This distributed computing approach significantly improves reliability and
up-time. Our device servers also eliminate the high cost of ownership associated
with  networking,  which  frequently  would  otherwise  require  using  PCs  and
workstations to perform connectivity and remote management functions. Our device
servers  contain high-performance processors capable of not only controlling the
attached device, but also of accumulating data and status. Such data can then be
formatted  by  the  device  server  and  presented to users via the built in web
server,  SNMP, e-mail, etc. Device servers are easy to manage using any standard
Web  browser,  due  to  a  built-in  HTTP  server.

     In  February  2003,  we  announced  the release of our XPort device server,
which  represents  a  significant  improvement in technology, and a reduction in
physical size and price for this type of functionality. The thumb-sized XPort is
a  self-contained  network  communications  server  and  miniaturized  web  site
enclosed  within  a  rugged  RJ-45  connector  package, which can be embedded in
virtually  any  electronic  product. Products incorporating XPort have their own
address  on  the  World  Wide  Web  and  can  be  accessed from any web browser,
including  a  wireless  PC  or Internet-enabled cell phone, from anywhere in the
world.  The XPort can serve up Internet-standard web pages, initiate e-mails for
notifications  or  alerts,  and run other applications as defined by the product
manufacturer.  XPort  eliminates  the  complexity  for a product manufacturer to


                                        5



create  network  connectivity,  because  the  XPort  device includes a complete,
integrated  solution  with  a  10/100 Base-T Ethernet connection, a reliable and
proven  operating  system,  an  embedded  web  server, flexible firmware, a full
TCP/IP protocol stack, and optional 256-bit standards-based (AES) encryption. We
believe  the  relatively  low  price of the XPort, as well as the speed and ease
with which a manufacturer can design the device into their products, will make a
customer's  products  more  attractive,  by  providing  network  connectivity.

     In  March 2004, we introduced WiPort, a wireless (and wired) device server,
with  substantially the same functionality as XPort, but with an 802.11 wireless
configuration, for embedded application to products and situations where a wired
Ethernet  environment  is  not  available  or  practical.  In  August  2004,  we
introduced WiBox, an external wireless web server that is planned for transition
to  volume  production  in  the  second  and  third  quarters  of  fiscal  2005.

     IT  MANAGEMENT  SOLUTIONS

     Our  IT  management  solutions provide IT professionals with the tools they
need  to  remotely  manage  computers  and  associated  systems.

     IT professionals use our multiport device solutions (including our terminal
and  console servers) to monitor and run their systems to ensure the performance
and  availability  of  critical  business  information  systems,  network
infrastructure,  and  telecommunications  equipment.  The  equipment they manage
includes  routers, switches, servers, phone switches and public branch exchanges
that  are  often  located  in  remote  or  inaccessible  locations.

     Our  console  servers  provide system administrators and network managers a
way  to connect with their remote equipment through a universal interface called
a console port, helping them work more efficiently without having to leave their
desk or office. With remote access, system downtime, and its impact on business,
is  minimized.  Our  console servers provide IT professionals with peace-of-mind
through extensive security features in some cases, and in some cases, provisions
for  dial-in  access  via  modem.  These  solutions  are  provided  in  various
configurations,  and  can  manage  up  to  48  devices  from one console server.

NON-CORE  BUSINESSES:  VISUALIZATION  SOLUTIONS,  PRINT SERVERS AND OTHER LEGACY
PRODUCTS

     We  offer  visualization  solutions  that  provide  switching  and  optical
extension  of  high  performance  video,  audio,  keyboard  and  mouse over long
distances  within  a  building or campus environment. Products include FiberLynx
video  display  extenders  and  keyboard,  video,  mouse  ("KVM")  switches, KVM
extension  systems,  and matrix hubs. These products provide a valuable solution
for  extending  and  sharing audio, video, keyboard and mouse signals among many
users and over large distances without loss of resolution. KVM products enable a
single  keyboard,  monitor  and mouse to be switched between multiple computers,
providing immediate access and control from a single location. The customers for
these  devices  are  typically  companies needing to isolate users from the core
computing  center for security reasons, or have other needs requiring high speed
video  sources to be shared among many users. Our visualization solutions can be
found  in  government  agencies  and  at  customers  involved  with  large scale
simulation  and  display  applications.

     We  began  our  business  by  providing external print servers that connect
various printers to a network for shared printing tasks. Over the years, we have
updated  and  continue  to  provide  print  servers  that  work with a myriad of
operating systems and network configurations. The requirement for external print
servers  is  decreasing,  as  manufacturers  have  incorporated  the  networking
hardware  and  software  as  part  of  many  printers.

     We  acquired  a  line  of  low-cost  products  which  we  market  under the
"Stallion" brand. Stallion products' range includes a variety of network servers
and a range of multiport serial I/O cards. Various other small categories of our
legacy  business  are  included  in this category, such as software revenues and
other  product  lines  we  have  discontinued  or  that are being de-emphasized.


                                        6



     The  following  are  approximate  revenues  for  these  categories,  the
definitions  of  which  have  been  modified  slightly  as of June 30, 2004, and
previous  years'  data  has  been  modified  to  conform to the new definitions:





                                                                             NET REVENUES FOR THE YEARS ENDED JUNE 30,
                                                                             -----------------------------------------

PRODUCT FAMILY                 PRIMARY PRODUCT FUNCTION                      2004            2003               2002
---------------------------  ----------------------------------------        -----           -----              -----
                                                                                                    
Device networking solutions  Enable almost any electronic product to         $ 27.5          $ 24.5             $ 28.7
                             become network enabled.

IT management solutions      Allow the user to control equipment by way of   $ 12.6          $ 13.1             $ 16.5
                             the Internet using a wide range of network
                             protocols. This category includes console
                             servers.                                  

Non-core products            Includes visualization solutions, legacy print  $  8.8          $ 11.8             $ 12.4
                             servers, software and other miscellaneous 
                             products



     Financial  Accounting  Standards  Board  ("FASB")  Statement  No.  131,
"Disclosures  about  Segments  of  an  Enterprise  and  Related  Information,"
establishes  standards  for  disclosures  about  operating  segments  in  annual
consolidated  financial  statements.  It  also establishes standards for related
disclosures  about  products and services, geographic areas and major customers.
We  operate  in  one  segment,  networking  and  Internet  connectivity.

CUSTOMERS

     Distributors

     Our  principal  customers  are  our distributors, who are the source of our
highest  percentage  of net revenues. Distributors resell our products to a wide
variety  of  customers  including  consumers, corporate customers, VARs, etc. We
sell  to  a  group  of  ten major distributors, who operate, in some cases, from
multiple  warehouses.  Our major distributors in the U.S. include: Ingram Micro,
Tech  Data,  KMJ  Communications  and  Arrow  Electronics,  Inc.  In  Europe, we
distribute  directly from a public warehouse located in Belgium which serves, in
part,  the  following  major  distributors:  transtec AG (a related party due to
common  ownership  by  our largest shareholder), Sphinx Computer Vertriebs GmbH,
Powercorp  PTY,  LTD,  Jade  Communications, LTD, Astradis Elecktronik GmbH, and
Atlantik  Systems  GmbH.

     OEM  Manufacturers

     We  have  established a broad range of OEM electro-mechanical manufacturing
customers  in  various  industries  such  as  industrial  automation,  medical,
security,  building  automation,  consumer  and  audio/visual. Our OEM customers
typically  lack  the  expertise  or  resources  to develop hardware and software
required  to  introduce network solutions to their end-users in a timely manner.
To  shorten the development cycle to add network connectivity to a product, OEMs
can use our external devices to network-enable their installed base of products,
while  board-level  embedded  modules are typically used in new product designs.
Our  capabilities and solutions enable OEMs to focus on their core competencies,
resulting in reduced research and development costs, fewer integration problems,
and  faster  time  to  market.

     Our module products, including XPort, are particularly useful and adaptable
by  OEM  customers  to  enable  network  connectivity  to  a  wide  variety  of
electro-mechanical  products.  In  addition  to  the  features  it provides, the
advantage  is low cost, and the fact that the device can be adapted for use in a
wide  range  of products without the necessity for lengthy engineering processes
by  the  OEM,  or  the  time  delays  that  activity  might  introduce.

     End-User  Businesses

     We  have  established  a  broad  range  of  end-user  customers  in various
businesses  such  as  airports,  retail,  universities/education, manufacturing,
healthcare/hospitals  and  financial/banking.  End-user  businesses  require


                                        7



solutions  that  are  simple  to  install,  setup,  and operate, and can provide
immediate  results.  Generally,  these  customers have requirements to connect a
diverse range of products and equipment, without modifying existing software and
systems.

     Our  external  device  solutions  enable end-users to quickly, securely and
easily  connect  their  devices and equipment to networks, extending the life of
existing  investments.  In  support  of  these customers, we provide a number of
programs including telephone-based sales and technical support as well as a wide
array  of  Internet-based  resources.  In many cases, the customer simply has to
call  in  to  obtain  assistance in identifying which networking device would be
most  appropriate  for  its need. After buying the devices from us or one of our
distributors,  a  customer  often only has to plug a cable from the device to be
managed  to  our  external  device, and then plug our device into their network.

SALES  AND  MARKETING

     We maintain both an inside and a field sales force. We are also represented
by manufacturers' representatives, VARs and other resellers throughout the world
who  call  on  engineering  design  and  product  management  teams.  We develop
marketing programs, products, tools and services specifically geared to meet the
needs  of  our targeted customers. Our sales and marketing force consisted of 82
employees  as  of  June  30,  2004  and  83  employees  as  of  June  30,  2003.

     We  believe that our multi-channel approach provides several advantages. We
can  engage  the customers and end-users through their channel of choice, making
our  solution  available  from  a  variety  of  sources.

     Our  device  networking  solutions are principally sold to manufacturers by
our  worldwide  OEM  sales  force  and  through  our  group  of  manufacturers'
representatives.  We  have  continued  to  expand  our  use  of  manufacturers'
representatives  and other resellers, leveraging their established relationships
to bring our device networking solutions to a greater number of customers within
the  OEM  market.

     We  market  and sell our IT management solutions and select external device
networking solutions through information technology resellers, industry-specific
system  integrators,  VARs and directly to end-user organizations. Resellers and
integrators  will  often  obtain  our  products  through  distributors.  These
distributors  supply  our products to a broad range of VARs, system integrators,
direct  marketers, government resellers and e-commerce resellers. In turn, these
distributor  customers  market,  sell,  install,  and in most cases, support our
solution  to  the  end-users.  We  are  continuing  to  expand  our  use  of
cost-effective,  indirect  channels.

     Net  revenues  generated  from  sales  in  the  Americas,  Europe and other
geographic  areas including Asia and Japan for the year ended June 30, 2004 were
$33.8  million,  $11.3 million and $3.8 million, respectively, compared to $37.4
million,  $10.4  million  and  $1.6 million for the year ended June 30, 2003 and
$47.7  million,  $8.2 million and $1.7 million for the year ended June 30, 2002,
respectively.  Although  the U.S. represents our largest geographic marketplace,
approximately 31%, 24% and 17% for the years ended June 30, 2004, 2003 and 2002,
respectively  of  our  net  sales  came from sales to customers outside the U.S.
Gross margin on sales of our products in foreign countries, and sales of product
that  include  components  obtained  from  foreign  suppliers,  can be adversely
affected  by  international trade regulations, including tariffs and antidumping
duties,  and  by  fluctuations  in  foreign currency exchange rates. Information
concerning our sales by geographic region can be found in Note 15 to the Audited
Consolidated  Financial  Statements.


MANUFACTURING

     Our manufacturing strategy is to produce reliable, high quality products at
competitive  prices and to achieve on-time delivery to our customers. To achieve
this  strategy,  we  generally contract with others for the manufacturing of our
products.  This  practice  enables  us  to  concentrate our resources on design,
engineering  and  marketing  where  we  believe  we  have  greater  competitive
advantages.

     We  have  agreements  with  multiple  contract  manufacturers. Our contract
manufacturers  are  located  in  and  around Irvine, Sacramento and Lake Forest,
California;  Dongguan,  China;  Tsao Tuen, Nan-to, Taiwan; and Penang, Malaysia.
Under  these agreements, the manufacturers source and supply most raw materials,
components  and  integrated  circuits  in  accordance  with  our  pre-determined
specifications and forecasts, and perform final assembly, functional testing and
quality  control. We believe that this arrangement decreases our working capital
requirements  and  provides better raw material and component pricing, enhancing
our  gross  and operating margins. Please see "Risk Factors" for a discussion of
the  risks  associated  with  contract  manufacturing.

RESEARCH  AND  DEVELOPMENT

     Our  research  and  development  efforts  are focused on the development of
technology  and products that will enhance our position in the markets we serve.
Products  are  developed  in-house  and through outside research and development


                                        8



resources. We employed 60 employees in our research and development organization
as  of  June  30,  2004,  and 47 employees as of June 30, 2003. Our research and
development  expenses  were  $7.8 million, $9.4 million and $8.7 million for the
years  ended  June  30,  2004,  2003  and  2002,  respectively.

INDUSTRY  PARTNERS

     In  keeping  with  our  business  strategy,  we have engaged a portfolio of
partners,  consortia,  and standards committees in an effort to provide the most
complete  networking  solutions  to  our  customers.  We are an active member of
several  leading  professional  and  industry  associations. Membership in these
associations  provides  us  with  a voice in the development of future standards
that  are  vital  to  our  customers.

SOFTWARE  DEVELOPER  RELATIONS

     Recruiting  and  informing  third-party  software developers is an integral
part  of  our ongoing strategy. We encourage, enable, and support programmers to
develop  vertical  applications  using  our  hardware,  firmware  and  software
products. With their help and investment in creating additional applications and
markets  for  our  products,  we  secure  a defensible market position and loyal
customers  in  the  process.

COMPETITION

     The  markets  in  which  we  compete are dynamic and highly competitive. We
expect  competition  to  intensify  in  the  future.  Our  current and potential
competitors  include  the  following:

-    companies  with  network-enabling  technologies,  such as Avocent, Echelon,
     Moxa,  Digi  International,  Cyclades,  Quatech,  Wind  River,  Rabbit, MRV
     (formerly  known  as iTouch), Rose Electronics, Raritan, Equinox and Zilog;

-    companies  with  equipment  for  IT management solutions, such as Cyclades,
     Moxa,  Digi  International,  Sena,  Logical  Solutions,  Cisco,  MRV,  DPAC
     Technologies  and  Perle;  and

-    companies  with  significant  networking  expertise  and  research  and
     development  resources,  including  Cisco  Systems,  IBM  and  Lucent
     Technologies.

     The  principal  competitive factors that affect the market for our products
are:

-    product quality, technological innovation, compatibility with standards and
     protocols,  reliability,  functionality,  ease  of  use, and compatibility;

-    prices  of  the  products;  and

-    potential  customers'  awareness  and  perception  of  our  products and of
     network-enabling  technologies.

     Much  of  our  technology  can  be  reproduced  by  our competitors without
royalties  or  license  fees  and could compete with our offerings. In addition,
there  is  a risk that our customers or new entrants to the market could develop
and  market  their  own  solutions  without  paying  a  fee  to  us.

INTELLECTUAL  PROPERTY  RIGHTS

     We  have developed proprietary methodologies, tools, processes and software
in  connection  with delivering our services. We have not historically relied on
patents  to  protect  our proprietary rights, although we have recently begun to
build  a  patent  portfolio.  We  have  historically  relied on a combination of
copyright,  trademark,  trade secret laws, and contractual restrictions, such as
confidentiality  agreements  and  licenses,  to  establish  and  protect  our
proprietary rights.

     Trade  secret  and  copyright  laws  afford  us only limited protection. We
cannot  be  certain that the steps we have taken in this regard will be adequate
to deter misappropriation of our proprietary information or that we will be able
to  detect  unauthorized  use  and  take  appropriate  steps  to  enforce  our
intellectual  property  rights.  An  adverse  change  in  the  laws  protecting
intellectual  property could harm our business. In addition, we believe that our
success will depend principally upon continuing innovation, technical expertise,
knowledge  of  networking,  storage and applications, and to a lesser extent, on
our  ability to protect our proprietary technology. Furthermore, there can be no


                                        9



assurance  that  our current or future competitors will not develop technologies
that  are  substantially  equivalent  to  ours.

LIMITATIONS  ON  OUR  RIGHTS  TO  INTELLECTUAL  PROPERTY

     Gordian,  Inc.  ("Gordian") developed certain intellectual property used in
our  micro  serial  server  line  of  products.  These  products represented and
continue to represent a significant portion of our net revenues. Under the terms
of  an  agreement  dated  February  29,  1989,  Gordian  owned the rights to the
intellectual  property  developed  under  the  agreement  and required us to pay
royalties  based upon gross margin of products sold under the agreement. For the
year  ended  June  30,  2002,  we  paid  Gordian  approximately $1.2 million for
royalties.  No  royalties were paid to Gordian for the years ended June 30, 2004
and  2003  as  a  result  of  a  new  Gordian  agreement as described below. Our
agreement  with  Gordian  was  to  terminate at the end of the sales life of the
products.

     On  May  30,  2002,  we  signed  a new intellectual property agreement with
Gordian.  The new agreement gives us joint ownership of the Gordian intellectual
property  that  is  embodied  in  the products Gordian has designed for us since
1989.  This  new agreement provides that we will be able to use the intellectual
property  to  support,  maintain  and  enhance  our products. This new agreement
extinguishes  our  obligations  to  pay  royalties  for  each  unit  of  a
Gordian-designed  product  that  we  sell  as  of  the  effective  date.

     As  part  of  the  new  agreement,  we  paid  Gordian $6.0 million in three
installments.  We  paid  $3.0  million  concurrent  with  the signing of the new
agreement, $2.0 million on July 1, 2002, and we made the third and final payment
of  $1.0  million  on  July  1, 2003. We also agreed to purchase $1.5 million of
engineering  and  support  services  from  Gordian over the 18-month period that
ended November 2003. We are amortizing the intellectual property rights acquired
by this new agreement over the remaining life cycles of our products designed by
Gordian,  or  approximately  three years. We recorded $1.8 million, $2.5 million
and  $212,000  of  amortization  expense in cost of revenues for the years ended
June  30,  2004,  2003  and  2002,  respectively.

UNITED  STATES  AND  FOREIGN  GOVERNMENT  REGULATION

     Many  of our products and the industries in which they are used are subject
to  federal,  state  or  local regulation in the United States. In addition, our
products  are exported worldwide. Therefore, we are subject to the regulation of
foreign  governments. For example, wireless communication is highly regulated in
both  the  United States and elsewhere. Our products currently employ encryption
technology;  the  export of some encryption software is restricted. At this time
our  activities  comply  with  existing  laws,  but  we cannot determine whether
future,  more  restrictive  laws,  if  enacted,  would  adversely  affect  us.
Information  regarding risks attendant to our foreign operations is set forth in
Part  I,  Item  7 under the heading "Risk Factors" of this Annual Report on Form
10-K.

EMPLOYEES

     As  of  June  30,  2004,  we  had  198 full-time employees consisting of 60
employees in research and development, 82 in sales and marketing departments, 21
in  operations departments, and 35 general and administrative employees. We have
not experienced any work stoppages and we believe that our relationship with our
employees  is  good.  None of our employees are currently represented by a labor
union.

BACKLOG

     Normally,  we manufacture our products in advance of receiving firm product
orders from our customers based upon our forecasts of worldwide customer demand.
Most  customer  orders  are  placed on an as-needed basis and may be canceled or
rescheduled by the customer without significant penalty. Accordingly, backlog as
of  any  particular  date  is  not  necessarily  indicative of our future sales.
Because  most of our business is on an as-needed basis and varies slightly, only
because  of short-term customer requests, we do not track backlog as a metric of
our  operations.  We  have no customer orders extending more than several months
into  the  future.

AVAILABILITY  OF  THIS  REPORT

     Our  annual  report  on  Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports  on  Form  8-K  and amendments to reports filed or furnished pursuant to
Section  13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are
available  free  of charge on our web site at www.lantronix.com shortly after we
                                              -----------------
electronically file such material with the SEC. The public may read and copy any
materials  we  file with the SEC at the SEC's Public Reference Room at 450 Fifth
Street,  NW,  Washington,  DC  20549.  The  public may obtain information on the
operation  of  the Public Reference Room by calling 1-800-SEC-0330. The SEC also
maintains  a  web  site  at  www.sec.gov  that  contains  reports,  proxy,  and
                             -----------
information  statements,  and  other  information  regarding  issues  that  file
electronically.  We  assume  no  obligation  to update or revise forward looking
statement  in this annual report, whether as a result of new information, future
events  or  otherwise,  unless  we  are  required  to  do  so  by  law.


                                       10



EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

     The  following  table  lists  the names, ages and positions held by all our
executive  officers  as  of  August  31, 2004. There are no family relationships
between  any  director  or executive officer and any other director or executive
officer of Lantronix. Executive officers serve at the discretion of the Board of
Directors.

NAME                      AGE  POSITION
------------------------  ---  --------
Marc  Nussbaum            48   President  and  Chief  Executive  Officer
James  Kerrigan           68   Chief  Financial  Officer
Katherine  McDermott      44   Vice  President  of  Finance  and  Secretary

     MARC NUSSBAUM has served as our President and Chief Executive Officer since
May  2002  (on  an  Interim basis until February 2003). From April 2000 to March
2002,  Mr.  Nussbaum served as Senior Vice President and Chief Technical Officer
for  MTI  Technology  Corporation,  a developer of enterprise storage solutions.
From  April  1981  to November 1998, Mr. Nussbaum served in various positions at
Western  Digital  Corporation,  a  manufacturer  of PC components, communication
controllers,  storage  controllers  and  hard drives. Mr. Nussbaum lead business
development,  strategic  planning and product development activities, serving as
Western  Digital's  Senior  Vice President, Chief Technical Officer from 1995 to
1998  and  Vice  President, Storage Technology and Product Development from 1988
through  1995.  Mr.  Nussbaum  holds  a  BA  degree  in  physics  from the State
University  of  New  York.

     JAMES KERRIGAN has served as our Chief Financial Officer since May 2002 (on
an  Interim  basis until February 2003). From March 2000 to October 2000, he was
Chief  Financial  Officer  of  Motiva, a privately-owned company that developed,
marketed  and sold collaboration software systems. From January 1998 to February
1999,  he  was Chief Financial Officer of Who?Vision Systems, Inc., an incubator
company  that  developed  biometric fingerprint devices and software. From April
1995  to March 1997, Mr. Kerrigan was Chief Financial Officer of Artios, Inc., a
privately-owned  company  that  designs,  manufactures,  and  sells  prototyping
hardware  and  software  to the packaging industry. Previously, Mr. Kerrigan has
served  as  chief financial officer for other larger, public companies. He has a
BS  degree  in  engineering  and  a  MBA  degree  from  Northwestern University.

     KATHERINE MCDERMOTT has served as our Vice President of Finance since March
2001  and  our  Secretary  since  August 2004. Ms. McDermott joined Lantronix in
March 2000 as Corporate Controller. From 1988 through 1999, Ms. McDermott served
in a number of senior level finance positions with Bausch & Lomb, Inc., a global
health care company. Her most recent positions included Corporate Audit Manager,
Plant  Controller,  and  Controller  of  a wholly owned subsidiary. From 1982 to
1988,  Ms.  McDermott  held various financial positions at a division of General
Motors.  Ms.  McDermott  holds  a BBA degree in Business Administration from St.
Bonaventure  University  in  New  York,  where she graduated cum laude. She also
earned  a  MBA  degree,  with a concentration in Finance and Economics, from the
Simon  School  of  Business  Administration  at  the  University  of  Rochester.

ITEM  2.    PROPERTIES

     We  lease  a  building  in  Irvine, California that comprises our corporate
headquarters  and  includes  administration,  sales,  marketing,  research  and
development,  warehouse  and  order fulfillment functions. We have smaller sales
offices  in  Milford,  Connecticut;  Germany;  France;  Hong Kong and Japan. The
foregoing  leases  comprise  an aggregate of approximately 60,000 square feet of
which  our  Irvine  facility  represents the majority of our square footage. Our
Irvine  facility  has  a  lease  term  expiring  in  July  2005.

     During  the  year  ended  June  30,  2004,  we  completed  facility  and
organizational  restructuring  activities  that  we  began  in  fiscal  2003. In
September  2003,  we  ceased  operational  activities  in Cham, Switzerland, the
headquarters  of  Lantronix  International  AG,  which  is  our  wholly  owned
subsidiary;  now,  we  support international sales and shipping from our Irvine,
California  headquarters.  In  March 2004, we sold our Premise software unit and
closed  our  Redmond,  Washington  facility. We continue to make payments on our
lease  obligations  for  facilities we no longer occupy including our facilities
located in Naperville, Illinois, Redmond Washington, Hillsboro, Oregon and Ames,
Iowa.  The  liability  for  these  lease  obligations  are  included  in  our
restructuring  reserve  at  June  30,  2004.


ITEM  3.    LEGAL  PROCEEDINGS

Government  Investigation

     The  SEC  is  conducting a formal investigation of the events leading up to
our  restatement of our financial statements on June 25, 2002. The Department of
Justice  is  also  conducting  an investigation concerning events related to the
restatement.


                                       11



Class  Action  Lawsuits

     On  May  15,  2002, Stephen Bachman filed a class action complaint entitled
Bachman  v. Lantronix, Inc., et al., No. 02-3899, in the U.S. District Court for
the  Central  District  of  California  against  us  and  certain of our current
directors and former officers alleging violations of the Securities Exchange Act
of  1934 and seeking unspecified damages. Subsequently, six similar actions were
filed  in  the  same court. Each of the complaints purports to be a class action
lawsuit  brought  on  behalf  of persons who purchased or otherwise acquired our
common  stock  during  the  period  of  April  25,  2001  through  May 30, 2002,
inclusive.  The  complaints  allege  that the defendants caused us to improperly
recognize  revenue  and make false and misleading statements about our business.
Plaintiffs further allege that the defendants materially overstated our reported
financial  results,  thereby  inflating  our  stock  price during our securities
offering  in  July  2001, as well as facilitating the use of our common stock as
consideration  in  acquisitions.  The  complaints  have  subsequently  been
consolidated  into a single action and the court has appointed a lead plaintiff.
The  lead  plaintiff filed a consolidated amended complaint on January 17, 2003.
The  amended  complaint  now  purports to be a class action brought on behalf of
persons  who  purchased or otherwise acquired our common stock during the period
of  August  4,  2000  through  May  30,  2002,  inclusive. The amended complaint
continued  to  assert that we and the individual officer and director defendants
violated the 1934 Act, and also includes alleged claims that we and our officers
and  directors  violated  the  Securities  Act  of 1933 arising from our Initial
Public  Offering  in  August  2000.  We filed a motion to dismiss the additional
allegations on March 3, 2003. The Court granted the motion, with leave to amend,
on  December  31, 2003. Plaintiffs filed their second amended complaint February
6,  2004,  and  we  filed  a motion to dismiss the additional allegations in the
second  amended  complaint  on  March  10,  2004.  On August 19, 2004, the Court
granted in part and denied in part the motion to dismiss. On September 13, 2004,
plaintiffs  filed  their  third  amended complaint. We have not yet answered the
third  amended  complaint  and  discovery  has  not  yet  commenced.

Derivative  Lawsuit

     On  July  26,  2002,  Samuel  Ivy  filed a shareholder derivative complaint
entitled  Ivy  v. Bernhard Bruscha, et al., No. 02CC00209, in the Superior Court
of  the  State  of  California, County of Orange, against certain of our current
directors  and  former  officers.  On  January  7,  2003, the plaintiff filed an
amended  complaint. The amended complaint alleges causes of action for breach of
fiduciary  duty,  abuse  of control, gross mismanagement, unjust enrichment, and
improper  insider  stock  sales. The complaint seeks unspecified damages against
the  individual defendants on our behalf, equitable relief, and attorneys' fees.

     We filed a demurrer/motion to dismiss the amended complaint on February 13,
2003.  The basis of the demurrer is that the plaintiff does not have standing to
bring  this  lawsuit since plaintiff has never served a demand on our Board that
the  Board  take  certain  actions  on  our behalf. On April 17, 2003, the Court
overruled our demurrer. All defendants have answered the complaint and generally
denied  the  allegations.  Discovery  has  commenced, but no trial date has been
established.

Employment  Suit  Brought  by Former Chief Financial Officer and Chief Operating
Officer  Steven  Cotton

     On  September  6,  2002,  Steven  Cotton,  our  former CFO and COO, filed a
complaint  entitled  Cotton  v.  Lantronix,  Inc., et al., No. 02CC14308, in the
Superior  Court  of  the  State  of  California, County of Orange. The complaint
alleges  claims for breach of contract, breach of the covenant of good faith and
fair  dealing,  wrongful  termination,  misrepresentation,  and  defamation. The
complaint  seeks  unspecified  damages,  declaratory relief, attorneys' fees and
costs.

     We  filed  a motion to dismiss on October 16, 2002, on the grounds that Mr.
Cotton's  complaints  are  subject  to the binding arbitration provisions in Mr.
Cotton's employment agreement. On January 13, 2003, the Court ruled that five of
the six counts in Mr. Cotton's complaint are subject to binding arbitration. The
court  is  staying the sixth count, for declaratory relief, until the underlying
facts  are  resolved  in  arbitration.  No  arbitration  date  has  been  set.

Securities  Claims  Brought  by Former Shareholders of Synergetic Micro Systems,
Inc.  ("Synergetic")

     On  October  17,  2002,  Richard  Goldstein  and  several  other  former
shareholders  of  Synergetic  filed  a  complaint  entitled  Goldstein, et al v.
Lantronix,  Inc., et al in the Superior Court of the State of California, County
of  Orange,  against  us  and  certain  of  our  former  officers and directors.
Plaintiffs  filed an amended complaint on January 7, 2003. The amended complaint
alleges  fraud, negligent misrepresentation, breach of warranties and covenants,
breach  of  contract  and  negligence,  all  stemming  from  our  acquisition of
Synergetic.  The  complaint  seeks  an  unspecified amount of damages, interest,
attorneys' fees, costs, expenses, and an unspecified amount of punitive damages.
On  May  5, 2003, we answered the complaint and generally denied the allegations
in  the  complaint.  Discovery  has  commenced  but  no  trial  date  has  been
established.


                                       12



Patent  Infringement  Litigation

     On  August  10,  2004, Digi International served a complaint on us alleging
that  certain  of  our  products infringe Digi's U.S. Patent No. 6,446,192. Digi
filed the complaint in the U.S. District Court in Minnesota. The complaint seeks
both  monetary  and  non-monetary  relief.  We  are  still  analyzing all of the
allegations  of the complaint. On August 30, 2004, we served and filed an answer
and  counterclaim seeking to invalidate U.S. Patent No. 6,446,192 for failure to
meet  the applicable statutory requirements in Part II of Title 35 of the United
States  Code  including, without limitation, 35 U.S.C. Sec. 102, 103 and 112, as
conditions  for  patentability.  The  counterclaim  seeks  both  monetary  and
non-monetary  relief.

     We  filed,  on May 3, 2004, a complaint against Digi, alleging that certain
of  Digi's  products  infringe  on  our  U.S.  Patent No. 6,571,305, in the U.S.
District  Court for the Central District of California. The complaint seeks both
monetary  and  non-monetary  relief  from Digi's infringement. Digi has filed an
answer  and  counterclaim  alleging  invalidity  of the patent. The Counterclaim
seeks  both  monetary  and  non-monetary  relief.

Other

     From  time to time, we are subject to other legal proceedings and claims in
the  ordinary  course  of business. We are currently not aware of any such legal
proceedings  or  claims  that  we  believe  will  have,  individually  or in the
aggregate,  a  material  adverse  effect  on  our business, prospects, financial
position,  operating  results  or  cash  flows.

The  pending  lawsuits involve complex questions of fact and law and likely will
continue  to  require  the expenditure of significant funds and the diversion of
other  resources to defend. Management is unable to determine the outcome of its
outstanding  legal  proceedings,  claims  and  litigation  involving  us,  our
subsidiaries,  directors  and former officers and cannot determine the extent to
which  these results may have a material adverse effect on our business, results
of  operations  and  financial  condition  taken  as  a  whole.  The  results of
litigation  are inherently uncertain, and adverse outcomes are possible.  We are
unable  to  estimate the range of possible loss from outstanding litigation, and
no  amounts  have  been  provided for such matters in the consolidated financial
statements.


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

     No  matters  were  submitted  to  a vote of our security holders during the
fourth  quarter  of  fiscal  year  ended  June  30,  2004.


                                       13



                                     PART II

ITEM  5.     MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED STOCKHOLDER
MATTERS

PRICE  RANGE  OF  COMMON  STOCK

     Our  common stock was traded on The Nasdaq National Market under the symbol
"LTRX"  from  our  initial public offering on August 4, 2000 through October 22,
2002. On October 23, 2002 our listing was changed to The Nasdaq SmallCap Market.
The  number  of  holders of record of our common stock as of August 31, 2004 was
approximately  97. The following table sets forth, for the period indicated, the
high  and  low  per  share  closing  prices  for  our  common  stock:

FISCAL  YEAR  2003  HIGH      LOW
------------------  ----      ---

First  Quarter      $1.03     $0.38
Second  Quarter      0.92      0.36
Third  Quarter       1.08      0.67
Fourth  Quarter      0.91      0.49

FISCAL  YEAR  2004  HIGH      LOW
------------------  ----      ---
First  Quarter      $1.41     $0.78
Second  Quarter      1.32      0.89
Third  Quarter       1.86      1.06
Fourth  Quarter      2.09      1.18

     We believe that a number of factors, including but not limited to quarterly
fluctuations  in results of operations, may cause the market price of our common
stock to fluctuate significantly. See "Management's Discussion and Analysis-Risk
Factors."

DIVIDEND  POLICY

     We  have  never  declared or paid cash dividends on our common stock. We do
not  anticipate paying any cash dividends on our common stock in the foreseeable
future,  and we intend to retain any future earnings for use in the expansion of
our business and for general corporate purposes. Pursuant to a line of credit we
entered  into  in  January  2002 and have amended on several occasions including
July  24,  2004,  we  are  restricted  from  paying  any  dividends.

EQUITY  COMPENSATION  PLANS

     The  information  required by this item regarding equity compensation plans
is  incorporated  by  reference  to the information set forth in Item 12 of this
Annual  Report  on  Form  10-K.  Item  12  of  this  Annual  Report on Form 10-K
incorporates  by  reference  the information contained in the sections captioned
"Election of Directors" and "Security Ownership of Certain Beneficial Owners and
Management"  in Lantronix's definitive Proxy Statement for the Annual Meeting of
Stockholders to be held November 18, 2004 (the Proxy Statement), a copy of which
will  be  filed  with  the Securities and Exchange Commission before the meeting
date.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

     We  have  not  issued  unregistered securities since July 1, 2003. Also, we
have not repurchased any of our common stock during the fourth quarter of fiscal
2004.


                                       14



ITEM  6.     SELECTED  CONSOLIDATED  FINANCIAL  DATA

     The  following  selected  consolidated  financial  data  should  be read in
conjunction  with  our  consolidated  financial statements and related notes and
"Management's  Discussion  and  Analysis  of  Financial Condition and Results of
Operations"  included below. In March 2004, we completed the sale of our Premise
business  unit  that  was originally purchased in January 2002. Accordingly, the
information set forth in the table below reflects the Premise business unit as a
discontinued  operation.  The consolidated statements of operations data for the
years  ended  June 30, 2004, 2003 and 2002 and the balance sheet data as of June
30,  2004  and  2003,  are  derived  from  the  audited  consolidated  financial
statements  included  elsewhere  in  this report. The consolidated statements of
operations  data  for  the  years  ended June 30, 2001 and 2000, and the balance
sheet  data  as  of  June  30, 2002, 2001 and 2000, are derived from the audited
consolidated  financial  statements  not  included elsewhere in this report. The
historical  results are not necessarily indicative of results to be expected for
future  periods.





                                                                                    YEARS ENDED JUNE 30,
                                                                    ----------------------------------------------------
                                                                      2004       2003       2002       2001       2000
                                                                    ---------  ---------  ---------  ---------  --------
                                                                            (IN THOUSANDS, EXCEPT PER SHARE DATA)
CONSOLIDATED STATEMENTS OF OPERATIONS DATA:
                                                                                                 
Net revenues                                                        $ 48,885   $ 49,389   $ 57,591   $ 48,972   $44,975 
Cost of revenues                                                      25,026     36,264     40,281     24,530    21,526 
                                                                    ---------  ---------  ---------  ---------  --------

Gross profit                                                          23,859     13,125     17,310     24,442    23,449 
                                                                    ---------  ---------  ---------  ---------  --------

Operating expenses:
Selling, general and administrative                                   23,293     28,660     40,538     23,998    16,744 
Research and development                                               7,813      9,430      8,680      4,478     3,186 
Stock-based compensation                                                 347      1,453      2,863      3,019     1,093 
Amortization of goodwill and purchased intangible assets                 148        602        960      1,490       813 
Impairment of goodwill and purchased intangible assets                     -      2,353     50,445          -         - 
Restructuring (recovery) charges                                      (2,093)     5,600      3,473          -         - 
Litigation settlement costs                                                -      1,533      1,912          -         - 
In-process research and development                                        -          -          -      2,596         - 
                                                                    ---------  ---------  ---------  ---------  --------

Total operating expenses                                              29,508     49,631    108,871     35,581    21,836 
                                                                    ---------  ---------  ---------  ---------  --------

Income (loss) from operations                                         (5,649)   (36,506)   (91,561)   (11,139)    1,613 
Minority interest                                                          -          -          -          -       (49)
Interest income (expense), net                                            50        248      1,548      2,182       187 
Other income (expense), net                                           (5,333)      (926)      (760)      (167)      (47)
                                                                    ---------  ---------  ---------  ---------  --------
Income (loss) before income taxes and cumulative effect of
accounting changes                                                   (10,932)   (37,184)   (90,773)    (9,124)    1,704 
Provision (benefit) for income taxes                                    (325)       250     (6,665)    (1,876)      649 
                                                                    ---------  ---------  ---------  ---------  --------

Income (loss) from continuing operations before cumulative
effect of accounting changes                                         (10,607)   (37,434)   (84,108)    (7,248)    1,055 
Loss from discontinued operations                                     (5,047)   (10,115)    (3,444)         -         - 
                                                                    ---------  ---------  ---------  ---------  --------
Income (loss) before cumulative effect of accounting changes         (15,654)   (47,549)   (87,552)    (7,248)    1,055 
Cumulative effect of accounting changes:
Change in revenue recognition policy, net of income tax
benefit of $176                                                            -          -          -       (597)        - 
Adoption of new accounting standard, SFAS No. 142                          -          -     (5,905)         -         - 
                                                                    ---------  ---------  ---------  ---------  --------

Net income (loss)                                                   $(15,654)  $(47,549)  $(93,457)  $ (7,845)  $ 1,055 
                                                                    =========  =========  =========  =========  ========

Basic income (loss) per share from continuing operations before
Cumulative effect of accounting changes                             $  (0.19)  $  (0.69)  $  (1.63)  $  (0.19)  $  0.04 
Loss from discontinued operations                                      (0.09)     (0.19)     (0.07)         -         - 
                                                                    ---------  ---------  ---------  ---------  --------
Income (loss) before cumulative effect of accounting changes           (0.28)     (0.88)     (1.70)     (0.19)     0.04 
Cumulative effect of accounting changes per share:
  Change in revenue recognition policy, net of income tax
  benefit of $176                                                          -          -          -      (0.02)        - 
  Adoption of new accounting standard, SFAS No. 142                        -          -      (0.12)         -         - 
                                                                    ---------  ---------  ---------  ---------  --------
Basic net income (loss) per share                                   $  (0.28)  $  (0.88)  $  (1.82)  $  (0.21)  $  0.04 
                                                                    =========  =========  =========  =========  ========

Diluted income (loss) per share from continuing operations before
cumulative effect of accounting changes                             $  (0.19)  $  (0.69)  $  (1.63)  $  (0.19)  $  0.03 
Loss from discontinued operations                                      (0.09)     (0.19)     (0.07)         -         - 
                                                                    ---------  ---------  ---------  ---------  --------
Income (loss) before cumulative effect of accounting changes           (0.28)     (0.88)     (1.70)     (0.19)     0.03 
Cumulative effect of accounting changes per share:
  Change in revenue recognition policy, net of income tax
  benefit of $176                                                          -          -          -      (0.02)        - 
  Adoption of new accounting standard, SFAS No. 142                        -          -      (0.12)         -         - 
                                                                    ---------  ---------  ---------  ---------  --------
Diluted net income (loss) per share                                 $  (0.28)  $  (0.88)  $  (1.82)  $  (0.21)  $  0.03 
                                                                    =========  =========  =========  =========  ========

Weighted average shares (basic)                                       56,862     54,329     51,403     36,946    29,274 
                                                                    =========  =========  =========  =========  ========

Weighted average shares (diluted)                                     56,862     54,329     51,403     36,946    34,178 
                                                                    =========  =========  =========  =========  ========




                                       15







                                                           AS OF JUNE 30,
                                                           --------------
                                            2004        2003       2002       2001     2000
                                         ----------  ----------  ---------  --------  -------
CONSOLIDATED BALANCE SHEET DATA:
                                                                       
Cash and cash equivalents                $   9,128   $   7,328   $ 26,491   $ 15,367  $ 1,988
Marketable securities                        3,050       6,750      6,963      1,973        -
Working capital                             12,087      17,312     40,317     36,963   11,042
Goodwill, net                                9,488       9,488      7,218     42,273        -
Purchased intangible assets, net             2,056       4,275     11,891     13,328      586
Total assets                                37,250      54,947    103,812    116,861   20,210
Retained earnings (accumulated deficit)   (156,078)   (140,424)   (92,875)       582    8,427
Total stockholders' equity                  24,791      37,717     82,157     99,496   12,547




ITEM  7.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS

     The  following  discussion  and  analysis  of  our  financial condition and
results  of  operations  should  be  read  in  conjunction with our consolidated
financial  statements  and  related  notes  thereto  included  elsewhere in this
report.  In  addition  to  historical information, the discussion in this report
contains forward-looking statements that involve risks and uncertainties. Actual
results  could differ materially from those anticipated by these forward-looking
statements due to factors including, but not limited to, those factors set forth
under  "Risk  Factors"  and  elsewhere  in  this  report.

OVERVIEW

     Lantronix  designs,  develops  and  markets products and software solutions
that  make  it  possible  to  access,  manage,  control and configure almost any
electronic  device  over  the  Internet  or  other  networks. We are a leader in
providing  innovative  networking  solutions.  We  were  initially  formed  as
"Lantronix,"  a  California  corporation,  in  June  1989.  We reincorporated as
"Lantronix,  Inc.,"  a  Delaware  corporation  in  May  2000.

     Our products are sold to distributors, OEMs, VARs, and systems integrators,
as well as directly to end-users. One customer, Ingram Micro Inc., accounted for
approximately  14%, 11% and 12% of our net revenues for the years ended June 30,
2004,  2003  and  2002,  respectively.  Another customer, Tech Data Corporation,
accounted  for  approximately  9%, 10% and 11% of our net revenues for the years
ended  June  30,  2004,  2003  and  2002,  respectively.  Accounts  receivable
attributable to these two domestic customers accounted for approximately 13% and
16%  of  total  accounts  receivable  at  June  30, 2004 and 2003, respectively.

     One  international  customer,  transtec AG, which is a related party due to
common  ownership by our largest stockholder and former Chairman of our Board of
Directors,  Bernhard  Bruscha,  accounted for approximately 3%, 4% and 5% of our
net  revenues for the years ended June 30, 2004, 2003 and 2002, respectively. We
also  had  an  agreement with transtec AG for the provision of technical support
services at the rate of $7,500 per month which has now been terminated. Included
in  selling,  general  and administrative expenses is $90,000 for the year ended
June  30, 2002 for these support services. No support services were incurred for
the  years  ended  June  30,  2004  and  2003.

     We  have  completed a number of acquisitions and investments the purpose of
which  was  to  expand  our  product offerings, increase our technology base and
provide  a  foundation  for  future  growth.

     In  October 2001, we completed the acquisition of Synergetic Micro Systems,
Inc.  ("Synergetic"),  a  provider  of  high  performance  embedded  network
communication  solutions  that  complement  our  external  device  products.  In
connection  with the acquisition, we paid cash consideration of $2.7 million and
issued  an aggregate of 2,234,715 shares of our common stock in exchange for all
outstanding  shares  of  Synergetic common stock and reserved 615,705 additional
shares  of common stock for issuance upon exercise of outstanding employee stock
options  and  other  rights  of  Synergetic.

     In  January  2002,  we completed the acquisition of Premise, a developer of
client-side software applications that complement our device networking products
by  providing superior management and control capabilities for devices that have
been  network  and internet enabled. Prior to the acquisition, we held shares of
Premise  representing  19.9%  ownership  and,  in  addition,  held  convertible
promissory  notes  of $1.2 million with interest accrued there-on at the rate of
9.0%.  The convertible promissory notes were converted into equity securities of
Premise  at  the closing of the transaction. We issued an aggregate of 1,063,371
shares  of  our common stock in exchange for all remaining outstanding shares of
Premise  common stock and reserved 875,000 additional shares of common stock for
issuance upon exercise of outstanding employee stock options and other rights of
Premise.  In  connection with the acquisition, we recorded a one-time charge for
purchased in-process research and development ("IPR&D") expenses of $1.0 million
in  our fourth fiscal quarter ended June 30, 2002. In January 2003, we issued an


                                       16



additional  1,063,372  shares  of our common stock to the former shareholders of
Premise  stock  in  exchange  for  a  release  of  all  claims  relating  to the
acquisition.  We  also accelerated the vesting of options held by certain former
Premise  shareholders  and  released  all  shares  that  had  been  held  in the
acquisition  escrow.  See  "Discontinued  Operations"  section  below.

     In  August  2002,  we  completed the acquisition of Stallion, a provider of
terminal  servers and multiport products. In connection with the acquisition, we
paid  $1.2  million  in  cash consideration, of which $200,000 was paid upon the
execution  of  the  Letter  of  Intent dated May 9, 2002, and established a cash
escrow  account  in the amount of $867,000 at the acquisition date to be used in
lieu  of  our common stock, in the event that we were unable to issue registered
shares  by  October  31, 2002. In accordance with the terms of the agreement, we
were  not  able to issue registered shares by October 31, 2002; accordingly, the
cash escrow amount of $867,000 was released on November 1, 2002. In addition, we
issued two-year notes in the principal amount of $867,000 accruing interest at a
rate  of  2.5%  per  annum.  The  notes were paid to the holders in August 2004.

     In  September and October 2001, we made a strategic investment in Xanboo, a
privately-held  company  that  develops technology that allows users to control,
command  and  view their home or business remotely over the Internet. We paid an
aggregate  of  $3.0 million for convertible promissory notes, which converted in
January  2002,  in  accordance with their terms, into Xanboo preferred stock. In
addition,  we  purchased $4.0 million of Xanboo preferred stock in January 2002.
Our  ownership  interest  in Xanboo was 14.9%, 15.3% and 15.8% at June 30, 2004,
2003 and 2002, respectively. Our investment in Xanboo is accounted for using the
equity  method  of  accounting  based  on  our ability through representation on
Xanboo's  board  of  directors  to  exercise  significant  influence  over  its
operations. Our losses in Xanboo aggregating $413,000, $1.3 million and $526,000
for  the  years  ended  June  30, 2004, 2003 and 2002,  respectively,  have been
recognized  as  other  expense  in  the  accompanying  consolidated statement of
operations.  We periodically review our investments for which fair value is less
than  cost  to determine if the decline in value is other than temporary. If the
decline  in  value  is  judged to be other than temporary, the cost basis of the
security  is  written  down  to  fair  value.  We  generally  believe  an
other-than-temporary  decline has occurred when the fair value of the investment
is below the carrying value for two consecutive quarters, absent evidence to the
contrary.  On  the  basis  of events occurring during the quarter ended June 30,
2004,  we  performed  an  analysis  and  recorded a charge in the amount of $5.0
million,  representing a write-off of all remaining value of this non-marketable
equity  security.  This charge is included within the consolidated statements of
operations  as  other  expense.


     Discontinued  operations

     In August 2001, the FASB issued Statement of Financial Accounting Standards
("SFAS")  No.  144,  "Accounting  for  the  Impairment or Disposal of Long-Lived
Assets"  ("SFAS  No.  144").  SFAS  No.  144  supersedes FASB Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be  Disposed  of;"  however,  it  retains  the  fundamental  provisions  of that
statement  related  to  the  recognition  and  measurement  of the impairment of
long-lived  assets  to  be  "held  and  used."  SFAS No. 144 also supersedes the
accounting  and  reporting  provisions  of  Accounting  Principles Board ("APB")
Opinion No. 30, "Reporting the Results of Operation's - Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions", for the disposal of a segment of a business.
Under  SFAS No. 144, a component of a business that is held for sale is reported
in discontinued operations if (i) the operations and cash flows will be, or have
been,  eliminated  from  the  ongoing  operations  of  the company and, (ii) the
company will not have any significant continuing involvement in such operations.

     In  March  2004, we sold substantially all of the net assets of our Premise
business  unit  for $1.0 million. Additionally, we incurred $383,000 of disposal
costs.

     Impairment  of  goodwill  and  purchased  intangible  assets  related  to
discontinued  operations

     During  the  second  quarter of fiscal 2004, we identified indicators of an
other  than  temporary  impairment  as  it related to our Premise acquisition of
goodwill  and  purchased  intangible  assets.  We performed an assessment of the
value  of  our  goodwill and purchased intangible assets in accordance with SFAS
No.  142, "Goodwill and Other Intangible Assets" and SFAS No. 144. We identified
certain  conditions  including  continued  losses  and  the inability to achieve
significant  revenue  from  the  existing  home  automation and media management
software  markets  as  indicators  of  asset impairment. These conditions led to
operating  results  and  forecasted  future results that were substantially less
than  had  been  anticipated. We revised our projections and determined that the
projected results utilizing a discounted cash flow valuation technique would not
fully  support  the  carrying  values  of  the goodwill and purchased intangible
assets  associated  with  the  Premise acquisition. Based on this assessment, we
recorded  an  impairment  charge  of  $2.2  million during the second quarter of
fiscal 2004 to write-off the value of the Premise goodwill. Additionally, during
the  second  quarter of fiscal 2004, we recorded a $790,000 impairment charge of
the  Premise  purchased  intangible  assets  of  which $14,000 and $776,000 were
charged to operating expenses and cost of revenues, respectively. As a result of
the  sale  of the Premise business unit, the goodwill and purchased intangibles,
net  of  Premise  at  June  30,  2003 have been included as part of discontinued
operations.


                                       17



     During  the third quarter of fiscal 2004, we sold the assets related to our
Premise  business  unit  to  an  undisclosed  buyer for $1.0 million cash. After
paying all related transaction fees, resolving our lease commitments, and paying
other  restructuring  costs  related  to  the transaction, the transaction had a
then-favorable  impact  on  our  cash balance of approximately $250,000. For the
years  ended  June  30,  2004, 2003 and 2002, the impact of the Premise business
unit  resulted  in  a  $5.0  million,  $10.1  million  and  $3.4  million  loss,
respectively,  recorded as discontinued operations in our consolidated statement
of  operations.

     The  loss  from discontinued operations for the year ended June 30, 2004 of
$5.0  million includes a negative gross profit of $822,000, primarily due to the
$776,000 purchased intangible asset impairment charge, $2.0 million of operating
expenses, $590,000 of restructuring charges, a $2.3 million impairment charge of
Premise  goodwill  charged  to  operating  expenses,  and  a gain on the sale of
Premise  of  $592,000.

     The  loss  from discontinued operations for the year ended June 30, 2003 of
$10.1  million includes a negative gross profit of $1.2 million primarily due to
the  $846,000  purchased  intangible  asset  impairment  charge, $3.4 million of
operating expenses, $111,000 of restructuring charges, a $4.4 million impairment
charge  of Premise goodwill, and a $1.1 million legal settlement with the former
shareholders  of  Premise.

     The  loss  from discontinued operations for the year ended June 30, 2002 of
$3.4  million  includes  a  negative  gross  profit of $174,000, $1.9 million of
operating  expenses,  $383,000 impairment charge of Premise purchased intangible
assets  charged  to  operating  expenses,  and  a $1.0 million IPR&D charge as a
result  of  the  Premise  acquisition.

     Critical  Accounting  Policies  and  Estimates

     The  preparation  of  financial  statements  in  accordance with accounting
principles generally accepted in the United States requires us to make estimates
and  assumptions  that  affect the reported amounts of assets and liabilities at
the  date  of  the financial statements and the reported amounts of net revenues
and  expenses  during  the reporting period. We regularly evaluate our estimates
and assumptions related to net revenues, allowances for doubtful accounts, sales
returns  and  allowances,  inventory reserves, goodwill and purchased intangible
asset  valuations,  warranty reserves, restructuring costs, litigation and other
contingencies.  We  base  our estimates and assumptions on historical experience
and  on  various  other  factors  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 that are not readily apparent from
other  sources.  To  the  extent  there  are  material  differences  between our
estimates  and  the  actual  results,  our  future results of operations will be
affected.

     We  believe  the  following critical accounting policies require us to make
significant  judgments  and  estimates  in  the  preparation of our consolidated
financial  statements:

     Revenue  Recognition

     We  do  not  recognize revenue until all of the following criteria are met:
persuasive  evidence of an arrangement exists; delivery has occurred or services
have  been  rendered;  our  price  to  the  buyer  is fixed or determinable; and
collectibility  is reasonably assured. Commencing July 1, 2000, we adopted a new
accounting  policy  for revenue recognition such that recognition of revenue and
related  gross  profit  from  sales  to  distributors  are  deferred  until  the
distributor  resells  the product. Net revenue from certain smaller distributors
for  which  point-of-sale  information is not available, is recognized one month
after  the  shipment  date. This estimate approximates the timing of the sale of
the  product  by  the distributor to the end-user. When product sales revenue is
recognized, we establish an estimated allowance for future product returns based
on  historical  returns  experience;  when  price  reductions  are  approved, we
establish  an  estimated  liability  for price protection payable on inventories
owned by product resellers. Should actual product returns or pricing adjustments
exceed  our  estimates,  additional reductions to revenues would result. Revenue
from  the licensing of software is recognized at the time of shipment (or at the
time  of  resale  in  the  case of software products sold through distributors),
provided  we  have  vendor-specific objective evidence of the fair value of each
element  of  the  software offering and collectibility is probable. Revenue from
post-contract customer support and any other future deliverables is deferred and
recognized  over  the  support period or as contract elements are delivered. Our
products  typically  carry a ninety day to two year warranty. Although we engage
in  extensive product quality programs and processes, our warranty obligation is
affected  by  product  failure rates, use of materials or service delivery costs
that  differ from our estimates. As a result, additional warranty reserves could
be  required,  which  could reduce gross margins. Additionally, we sell extended
warranty  services  which  extend  the  warranty period for an additional one to
three  years.  Warranty  revenue  is recognized evenly over the warranty service
period.

     Allowance  for  Doubtful  Accounts

     We  maintain  an  allowance  for  doubtful  accounts  for  estimated losses
resulting  from  the  inability  of our customers to make required payments. Our
allowance for doubtful accounts is based on our assessment of the collectibility


                                       18



of  specific customer accounts, the aging of accounts receivable, our history of
bad  debts  and  the  general  condition  of the industry. If a major customer's
credit  worthiness  deteriorates,  or  our customers' actual defaults exceed our
historical  experience,  our  estimates  could  change  and  impact our reported
results. We also maintain a reserve for uncertainties relative to the collection
of officer notes receivable. Factors considered in determining the level of this
reserve  include  the value of the collateral securing the notes, our ability to
effectively  enforce collection rights and the ability of the former officers to
honor  their  obligations.

     Inventory  Valuation

     Our  policy  is  to  value  inventories at the lower of cost or market on a
part-by-part  basis.  This  policy  requires  us to make estimates regarding the
market  value of our inventories, including an assessment of excess and obsolete
inventories.  We  determine excess and obsolete inventories based on an estimate
of  the  future  sales  demand for our products within a specified time horizon,
generally  three to twelve months. The estimates we use for demand are also used
for near-term capacity planning and inventory purchasing and are consistent with
our  revenue  forecasts.  In  addition,  specific reserves are recorded to cover
risks  in  the  area  of end of life products, inventory located at our contract
manufacturers,  deferred inventory in our sales channel and warranty replacement
stock.

     If our sales forecast is less than the inventory we have on hand at the end
of  an  accounting  period,  we  may  be  required  to  take excess and obsolete
inventory charges which will decrease gross margin and net operating results for
that  period.

     Valuation  of  Deferred  Income  Taxes

     We  have  recorded  a  valuation  allowance  to reduce our net deferred tax
assets  to  zero,  primarily  due  to  our  inability to estimate future taxable
income.  We  consider  estimated  future  taxable income and ongoing prudent and
feasible  tax  planning  strategies  in  assessing  the  need  for  a  valuation
allowance.  If we determine that it is more likely than not that we will realize
a  deferred  tax  asset,  which currently has a valuation allowance, we would be
required  to  reverse  the  valuation  allowance  which would be reflected as an
income  tax  benefit  at  that  time.

     Goodwill  and  Purchased  Intangible  Assets

     The  purchase  method of accounting for acquisitions requires extensive use
of accounting estimates and judgments to allocate the purchase price to the fair
value  of  the  net  tangible  and  intangible assets acquired, including IPR&D.
Goodwill  and  intangible  assets  deemed to have indefinite lives are no longer
amortized  but  are  subject  to annual impairment tests. The amounts and useful
lives  assigned  to  intangible assets impact future amortization and the amount
assigned to IPR&D is expensed immediately. If the assumptions and estimates used
to  allocate  the  purchase price are not correct, purchase price adjustments or
future  asset  impairment  charges  could  be  required.

     Impairment  of  Long-Lived  Assets

     We  evaluate  long-lived  assets  used  in  operations  when  indicators of
impairment,  such as reductions in demand or significant economic slowdowns, are
present.  Reviews  are  performed  to  determine  whether the carrying values of
assets  are  impaired  based on a comparison to the undiscounted expected future
cash  flows.  If the comparison indicates that there is impairment, the expected
future  cash flows using a discount rate based upon our weighted average cost of
capital is used to estimate the fair value of the assets. Impairment is based on
the  excess  of  the  carrying  amount  over  the  fair  value  of those assets.
Significant  management judgment is required in the forecast of future operating
results that is used in the preparation of expected discounted cash flows. It is
reasonably  possible  that  the estimates of anticipated future net revenue, the
remaining  estimated  economic  lives of the products and technologies, or both,
could  differ  from  those used to assess the recoverability of these assets. In
the  event  they  are  lower,  additional impairment charges or shortened useful
lives  of  certain  long-lived  assets  could  be  required.

     Strategic  Investments

     We  have  made  strategic  investments  in privately held companies for the
promotion of business and strategic investments. Strategic investments with less
than a 20% voting interest are generally carried at cost. We will use the equity
method  to  account for strategic investments in which we have a voting interest
of  20% to 50% or in which we otherwise have the ability to exercise significant
influence.  Under  the  equity  method, the investment is originally recorded at
cost  and  adjusted  to  recognize  our  share  of net earnings or losses of the
investee,  limited to the extent of our investment in the investee. From time to
time  we  are required to estimate the amount of our losses of the investee. Our
estimates  are  based on historical experience. The value of non-publicly traded
securities  is  difficult to determine. We periodically review these investments
for  other-than-temporary  declines  in  fair  value  based  on  the  specific
identification  method  and  write  down investments to their fair value when an


                                       19



other-than-temporary  decline  has  occurred.  We  generally  believe  an
other-than-temporary  decline has occurred when the fair value of the investment
is below the carrying value for two consecutive quarters, absent evidence to the
contrary.  Fair values for investments in privately held companies are estimated
based  upon  the  values  of recent rounds of financing. Although we believe our
estimates  reasonably  reflect  the  fair  value  of  the  non-publicly  traded
securities  held  by  us,  had  there  been  an  active  market  for  the equity
securities,  the  carrying  values might have been materially different than the
amounts  reported. Future adverse changes in market conditions or poor operating
results of companies in which we have such investments could result in losses or
an  inability  to  recover the carrying value of the investments that may not be
reflected  in  an  investment's current carrying value and which could require a
future  impairment  charge. During the fourth quarter of 2004, we wrote-off $5.0
million  representing  the  remaining  balance  of  our  investment  in  Xanboo.
Subsequent  to the write-off of Xanboo, there are no other strategic investments
as  of  June  30,  2004.


     Restructuring  Charge

     Over  the  last several quarters we have undertaken, and we may continue to
undertake,  significant  restructuring  initiatives,  which  have required us to
develop formalized plans for exiting certain business activities. We have had to
record  estimated  expenses  for  lease  cancellations,  contract  termination
expenses,  long-term  asset  write-downs,  severance  and outplacement costs and
other  restructuring  costs.  Given  the  significance of, and the timing of the
execution  of  such  activities,  this  process is complex and involves periodic
reassessments  of  estimates  made at the time the original decisions were made.
Through  December  31,  2002,  the  accounting rules for restructuring costs and
asset  impairments  required  us  to record provisions and charges when we had a
formal  and  committed plan. Beginning January 1, 2003, the accounting rules now
require  us  to  record  any  future provisions and changes at fair value in the
period  in  which  they  are incurred. In calculating the cost to dispose of our
excess  facilities,  we  had  to  estimate our future space requirements and the
timing  of  exiting  excess  facilities  and then estimate for each location the
future  lease  and  operating costs to be paid until the lease is terminated and
the  amount, if any, of sublease income. This required us to estimate the timing
and  costs  of  each  lease  to be terminated, including the amount of operating
costs  and  the rate at which we might be able to sublease the site. To form our
estimates for these costs, we performed an assessment of the affected facilities
and  considered  the current market conditions for each site. Our assumptions on
future  space  requirements,  the  operating  costs  until  termination  or  the
offsetting  sublease revenues may turn out to be incorrect, and our actual costs
may  be  materially different from our estimates, which could result in the need
to  record  additional  costs or to reverse previously recorded liabilities. Our
policies  require  us  to  periodically  evaluate  the adequacy of the remaining
liabilities  under  our  restructuring  initiatives.  As management continues to
evaluate  the  business,  there  may be additional charges for new restructuring
activities  as  well  as  changes  in  estimates to amounts previously recorded.

     Settlement  Costs

     From time to time, we are involved in legal actions arising in the ordinary
course of business. We cannot assure you that these actions or other third party
assertions  against  us  will be resolved without costly litigation, in a manner
that  is  not  adverse  to our financial position, results of operations or cash
flows.  As facts concerning contingencies become known, we reassess our position
and  make  appropriate  adjustments  to the financial statements. There are many
uncertainties  associated  with  any  litigation.  If  our  initial  assessments
regarding the merits of a claim prove to be wrong, our results of operations and
financial  condition could be materially and adversely affected. In addition, if
further  information becomes available that causes us to determine a loss in any
of our pending litigation, is probable and we can reasonably estimate a range of
loss  associated with such litigation, then we would record at least the minimum
estimated liability. However, the actual liability in any such litigation may be
materially  different  from  our  estimates,  which  could result in the need to
record additional costs. We record our legal expenses as incurred; reimbursement
of  legal  expenses  from  insurance or other sources are recorded upon receipt.

     Recent  Accounting  Pronouncements

      In  January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities, an Interpretation of ARB No. 51," ("FIN 46"). FIN 46
requires  certain  variable  interest entities ("VIE") 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  for all new VIEs created or acquired after January 31, 2003. For VIEs
created  or acquired prior to February 1, 2003, the provisions of FIN 46 must be
applied  for  the  first  interim  or  annual  period  ending March 15, 2004. We
reviewed  our investments and other arrangements and determined that none of our
investee  companies  are  VIE's.

     In  May  2003,  the  FASB  issued  SFAS  No.  150,  "Accounting For Certain
Financial  Instruments  with  Characteristics  of  Both  Liabilities and Equity"
("SFAS  No.  150")  which  establishes  standards for how an issuer of financial
instruments  classifies  and  measures  certain  financial  instruments  with
characteristics  of  both  liabilities  and  equity.  It requires that an issuer
classify  a  financial instrument that is within its scope as a liability (or an
asset  in  some  circumstances)  if,  at  inception,  the  monetary value of the
obligation  is based solely or predominantly on a fixed monetary amount known at
inception,  variations  in  something  other than the fair value of the issuer's
equity  shares  or  variations inversely related to changes in the fair value of
the  issuer's equity shares. SFAS No. 150 is effective for financial instruments
entered  into  or modified after May 31, 2003, and otherwise is effective at the


                                       20



beginning  of  the  first  interim  period  beginning  after  June 15, 2003. The
adoption  of  SFAS  No.  150  did  not  have  a material impact on our financial
position,  results  of  operations  or  cash  flows.


     Cumulative  effect  of  an  accounting  change

     Under  the transitional provisions of SFAS No. 142, effective as of July 1,
2002,  we  completed  our initial assessment and concluded that goodwill arising
from  the  acquisition  of United States Software Corporation ("USSC"), having a
carrying  amount  of  approximately  $5.9  million  as  of  July 1, 2001, may be
impaired. We engaged an independent valuation company to perform a review of the
value of our goodwill related to USSC. Based on the independent valuation, which
utilized  a discounted cash flow valuation technique, we recorded a $5.9 million
charge  for the impairment of our USSC goodwill. This amount is reflected as the
cumulative  effect  of  adopting  the  new accounting standard effective July 1,
2001.

     The  following  discussion  of results of operations includes discussion of
continuing  operations  only.  Certain amounts in the 2003 and 2002 consolidated
financial  statements  have  been  reclassified  to  conform  with  current year
presentation.


CONSOLIDATED  RESULTS  OF  OPERATIONS

     The  following  table sets forth, for the periods indicated, the percentage
of  net  revenues  represented  by  each  item in our consolidated statements of
operations:






                                                                                   YEAR  ENDED  JUNE  30,
                                                                                   ----------------------
                                                                                   2004     2003      2002
                                                                                  -------  -------  --------
                                                                                           
Net revenues                                                                       100.0%   100.0%    100.0%
Cost of revenues                                                                    51.2     73.4      69.9 
                                                                                  -------  -------  --------

Gross profit                                                                        48.8     26.6      30.1 
                                                                                  -------  -------  --------

Operating expenses:
  Selling, general and administrative                                               47.6     58.0      70.4 
  Research and development                                                          16.0     19.1      15.1 
  Stock-based compensation                                                           0.7      2.9       5.0 
  Amortization of purchased intangible assets                                        0.3      1.2       1.7 
  Impairment of goodwill and purchased intangible assets                               -      4.8      87.6 
  Restructuring (recovery) charges                                                  (4.3)    11.3       6.0 
  Litigation settlement costs                                                          -      3.1       3.3 
                                                                                  -------  -------  --------

Total operating expenses                                                            60.4    100.5     189.0 
                                                                                  -------  -------  --------

Loss from operations                                                               (11.6)   (73.9)   (159.0)
Interest income (expense), net                                                       0.1      0.5       2.7 
Other income (expense), net                                                        (10.9)    (1.9)     (1.3)
                                                                                  -------  -------  --------

Loss before income taxes and cumulative effect of an accounting change             (22.4)   (75.3)   (157.6)
Provision (benefit) for income taxes                                                (0.7)     0.5     (11.6)
                                                                                  -------  -------  --------

Loss from continuing operations before cumulative effect of an accounting change   (21.7)   (75.8)   (146.0)
Loss from discontinued operations                                                  (10.3)   (20.5)     (6.0)
                                                                                  -------  -------  --------
Loss before cumulative effect of an accounting change                              (32.0)   (96.3)   (152.0)
Cumulative effect of adoption of new accounting standard, SFAS No. 142                 -        -     (10.3)
                                                                                  -------  -------  --------

Net loss                                                                          (32.0)%  (96.3)%  (162.3)%
                                                                                  =======  =======  ========




COMPARISON  OF  THE  YEARS  ENDED  JUNE  30,  2004  AND  2003

     Net  Revenues  by  Product  Category





                                      YEAR ENDED
                                       JUNE 30,
                    -------------------------------------------------------------
                             % OF NET            % OF NET       $           %
PRODUCT CATEGORIES   2004     REVENUE    2003     REVENUE    VARIANCE   VARIANCE
------------------  -------  ---------  -------  ---------  ----------  ---------
                                                      
Device networking   $27,481      56.2%  $24,523      49.6%  $   2,958       12.1%
IT management        12,555      25.7%   13,034      26.4%       (479)     (3.7)%
Non-core              8,849      18.1%   11,832      24.0%     (2,983)    (25.2)%
                    -------  ---------  -------  ---------  ----------  ---------
TOTAL               $48,885     100.0%  $49,389     100.0%  $    (504)     (1.0)%
                    =======  =========  =======  =========  ==========  =========




     The  overall  decrease  in  net  revenues  was primarily attributable to a
decrease  in net revenues of our non-core and IT management product lines offset
by  an  increase  in  our device networking product line. Our increase in device
networking  products included increases from our newly introduced XPort product.
The  decrease  in  our  IT management product line is primarily due to delays in


                                       21



introducing  certain  new products. During the fourth quarter of fiscal 2004, we
introduced a new line of console servers and we have substantially increased our
marketing  and  sales efforts in our IT management solutions product family. The
decrease  in  our non-core product line was primarily attributable to a decrease
in  our  legacy  print  server, industrial controller board and Stallion product
lines.  We are no longer investing in the development of these product lines and
expect net revenues related to these product lines to continue to decline in the
future  as  we  focus  our  investment  on  device  networking and IT management
products.


     Net  Revenues  by  Region



                                              YEAR ENDED
                                               JUNE 30,
                   -------------------------------------------------------------
                               % OF NET           % OF NET     $          %
GEOGRAPHIC REGION    2004      REVENUE   2003     REVENUE   VARIANCE   VARIANCE
-----------------  ---------  ---------  -----    --------  ---------  ---------
                                                           
Americas           $  33,847      69.3%  $37,391    75.7%   $(3,544)    (9.5)%
Europe                11,252      23.0%   10,366    21.0%       886      8.5 %
Other                  3,786       7.7%    1,632     3.3%     2,154    132.0 %
                   ---------  ---------  -------  -------   --------   -------
TOTAL              $  48,885     100.0%  $49,389   100.0%   $  (504)    (1.0)%
                   =========  =========  =======  =======   ========   =======


     The  overall decrease in net revenues is primarily due to a decrease in the
Americas  region.  The  decrease  in  net  revenues  in  the  Americas region is
primarily  attributable  to  our exit of the industrial controller board product
line,  which was sold entirely in the Americas as well as our decrease in the IT
management  product family net revenues. The increase in Europe is primarily due
to  the  addition  of new customers including three new distributors and several
channel  customers.  The  increase  in  other is primarily due to the signing of
several  new  customers  and  our  increased  sales  efforts in the Asia Pacific
region.


     Gross  Profit







                                      YEAR ENDED
                                       JUNE 30,
                                       --------
                       % OF NET            % OF NET      $          %
               2004    REVENUES    2003    REVENUES   VARIANCE   VARIANCE
              -------  ---------  -------  ---------  ---------  ---------
                                               
Gross profit  $23,859      48.8%  $13,125      26.6%  $  10,734      81.8%
              =======  =========  =======  =========  =========  =========




     Gross  profit  represents  net  revenues  less  cost  of  revenues. Cost of
revenues  consists primarily of the cost of raw material components, subcontract
labor  assembly from outside manufacturers, amortization of purchased intangible
assets,  impairment  of  purchased  intangible assets, establishing or relieving
inventory  reserves  for excess and obsolete products or raw materials, overhead
and  warranty costs. Cost of revenues for the years ended June 30, 2004 and 2003
included  $2.1  million and $3.6 million of amortization of purchased intangible
assets, respectively. Cost of revenues for the year ended June 30, 2003 includes
a  $3.1  million impairment charge of purchased intangible assets, in accordance
with SFAS No. 144. No impairment charge was recorded for the year ended June 30,
2004.  At  June 30, 2004, the unamortized balance of purchased intangible assets
that  will  be  amortized  to future cost of revenues was $2.0 million, of which
$1.4  million  will  be  amortized  in  fiscal 2005 and $557,000 in fiscal 2006.

     In  May  2002,  we  signed  a new agreement with Gordian to acquire a joint
interest  in  the intellectual property that is evident in our products designed
by  Gordian and to extinguish our obligation to pay royalties on future sales of
our  products.  We  paid  $6.0  million  for  this intellectual property and are
amortizing  this  asset  to  cost  of  revenues  over  the remaining life of our
products  designed by Gordian, or approximately 3 years. Effective May 30, 2002,
upon the signing of the new agreement, royalty expenses have been replaced by an
amortization  of  the  prepaid  royalties  and  entitlement  to the intellectual
property that was part of the agreement. Amortization expense related to the new
Gordian  agreement,  included  in amortization of purchased intangible assets of
$2.1  million,  totaled  $1.8  million  for  the  year  ended  June  30,  2004.
Amortization  expense  related  to  the  new  Gordian  agreement,  included  in
amortization of purchased intangible assets of $3.6 million totaled $2.5 million
for  the  year  ended  June  30, 2003. The increase in gross profit is primarily
attributable  to  a lower inventory reserve provision in fiscal 2004 compared to
fiscal  2003,  an  overall reduction in payroll and payroll related costs due to
the  closing  of our Milford, Connecticut facility in February 2003, an increase
in  our  capitalized  inventory  overhead  and a decrease in the amortization of
purchased  intangible  assets  due  to the impairment write-down of $3.1 million
during  the  fourth  quarter  of  fiscal 2003. These decreases were offset by an
increase  in  our  warranty  expense.


                                       22



     Selling,  General  and  Administrative





                                                               YEAR ENDED
                                                               JUNE 30,
                                                               --------
                                              % OF NET            % OF NET       $          %
                                      2004    REVENUES    2003    REVENUES    VARIANCE   VARIANCE
                                     -------  ---------  -------  ---------  ----------  ---------
                                                                       
Selling, general and administrative  $23,293      47.6%  $28,660      58.0%  $  (5,367)    (18.7)%
                                     =======  =========  =======  =========  ==========  =========



     Selling,  general  and  administrative  expenses  consist  primarily  of
personnel-related  expenses  including  salaries  and  commissions,  facility
expenses,  information  technology,  trade show expenses, advertising, insurance
proceeds,  and  professional  legal  and  accounting  fees. Selling, general and
administrative  expense  decreased  primarily due to reductions in headcount and
facility  costs as a result of our fiscal 2003 restructurings, decrease in legal
and other professional fees, improvement in our accounts receivable resulting in
a reduction of our allowance for doubtful accounts, offset by an increase in our
directors  and  officers liability insurance. The legal fees primarily relate to
our  defense  of  the  shareholders  and  various  other  lawsuits  and  the SEC
investigation.  Legal  fees  incurred  in  defense  of the shareholder suits are
reimbursable  to  the  extent  provided  in our directors and officers liability
insurance  policies,  and  subject  to  the  coverage limitations and exclusions
contained  in such policies. For the years ended June 30, 2004 and 2003, we have
been  reimbursed  $3.0  million  and  $1.4 million of these expenses. Management
expects  to  receive  additional reimbursements from insurance sources for legal
fees  in  fiscal  2005.


     Research  and  Development






                                                  YEAR ENDED
                                                   JUNE 30,
                          --------------------------------------------------------------
                                     % OF NET           % OF NET       $          %
                            2004     REVENUES    2003   REVENUES    VARIANCE   VARIANCE
                          ---------  ---------  ------  ---------  ----------  ---------
                                                             
Research and development  $   7,813      16.0%  $9,430      19.1%  $  (1,617)    (17.1)%
                          =========  =========  ======  =========  ==========  =========



     Research  and  development  expenses consist primarily of personnel-related
costs  of employees, as well as expenditures to third-party vendors for research
and  development  activities.  Research  and  development  expenses  decreased
primarily  due  to  our  fiscal  2003  restructurings  which  resulted  in  the
consolidation  of  our  research  and  development  activities  primarily to our
Irvine,  California  facility.

     Stock-based  compensation





                                             YEAR ENDED
                                              JUNE 30,
                                             ----------
                                 % OF NET           % OF NET       $          %
                          2004   REVENUES    2003   REVENUES    VARIANCE   VARIANCE
                          -----  ---------  ------  ---------  ----------  ---------
                                                         
Stock-based compensation  $ 347       0.7%  $1,453       2.9%  $  (1,106)    (76.1)%
                          =====  =========  ======  =========  ==========  =========



     Stock-based  compensation  expense generally represents the amortization of
deferred  compensation.  We recorded no deferred compensation for the year ended
June  30,  2004 and recorded a reduction to deferred compensation as a result of
employee  stock  option  forfeitures  in  the  amount  of  $197,000.  Deferred
compensation  represents the difference between the fair value of the underlying
common stock for accounting purposes and the exercise price of the stock options
at  the  date of grant as well as the fair market value of the vested portion of
non-employee  stock  options  utilizing  the Black-Scholes option pricing model.
Deferred  compensation also includes the value of employee stock options assumed
in  connection  with  our  acquisitions  calculated  in  accordance with current
accounting  guidelines.  Deferred  compensation  is  presented as a reduction of
stockholders'  equity  and  is  amortized  ratably  over  the respective vesting
periods  of  the  applicable  options,  which  is  generally  four  years.

     Included  in  cost  of  revenues is stock-based compensation of $48,000 and
$89,000  for  the  years ended June 30, 2004 and 2003, respectively. Stock-based
compensation  decreased  primarily due to the restructuring plan whereby options
for  which  deferred compensation has been recorded were forfeited by terminated
employees.  Additionally,  the  decrease  is  due  to  the  acceleration  of
approximately  $239,000  of stock-based compensation in January 2003 as a result
of  our  completion of a stock option exchange program whereby employees holding
options  to  purchase  our  common  stock  were  given the opportunity to cancel
certain of their existing options in exchange for the opportunity to receive new
options.  At  June 30, 2004, a balance of $103,000 remains and will be amortized
as  follows:  $86,000  in  fiscal  2005  and  $17,000  in  fiscal  2006.


                                       23



     Amortization  of  purchased  intangible  assets






                                                                 YEARS ENDED
                                                                  JUNE 30,
                                                                 -----------
                                                    % OF NET          % OF NET       $          %
                                             2004   REVENUES   2003   REVENUES    VARIANCE   VARIANCE
                                             -----  ---------  -----  ---------  ----------  ---------
                                                                           
Amortization of purchased intangible assets  $ 148       0.3%  $ 602       1.2%  $    (454)    (75.4)%
                                             =====  =========  =====  =========  ==========  =========



     Purchased  intangible assets primarily include existing technology, patents
and  non-compete  agreements and are amortized on a straight-line basis over the
estimated useful lives of the respective assets, ranging from one to five years.
We  obtained independent appraisals of the fair value of tangible and intangible
assets  acquired  in  order  to  allocate  the  purchase  price.  In  addition,
approximately  $2.1  million  and  $3.6  million  of  amortization  of purchased
intangible  assets  have been classified as cost of revenues for the years ended
June  30, 2004 and 2003, respectively. During the fourth fiscal quarter of 2004,
we  completed our annual impairment assessment and determined that no impairment
was  indicated  as  the estimated fair values exceeded their respective carrying
values.  The  overall decrease is primarily due to the impairment charge of $2.4
million  recorded  during  the  year  ended June 30, 2003. At June 30, 2004, the
unamortized  balance  of  purchased  intangible assets that will be amortized to
future  operating  expense  was  $67,000 which will be amortized in fiscal 2005.


     Impairment  of  goodwill  and  purchased  intangible  assets

     During the fourth quarter of fiscal 2003, we performed an assessment of the
value  of  our purchased intangible assets in accordance with SFAS No. 144. As a
result  of  industry  conditions,  continued lower market valuations and reduced
estimates in information technology capital equipment spending in the future and
other  factors  impacting  expected  future cash flows, we determined that there
were  indicators of impairment to the carrying value of our purchased intangible
assets recorded as part of our acquisitions. We engaged an independent valuation
company  to perform a review of the value of our purchased intangible assets. In
accordance  with  SFAS  No.  144,  we  utilized a cash flow estimation approach,
comparing the discounted expected future cash flows to the carrying value of the
subject  assets.  Based on the independent valuations, during the fourth quarter
of  fiscal  2003  we  recorded  a  $5.4  million impairment charge of which $2.4
million  and  $3.1  million  were  charged  to  operating  expenses  and cost of
revenues,  respectively.

     Restructuring  (recovery)  charges

     On  September  12,  2002  and  again  on  March  14,  2003,  we announced a
restructuring  plan to prioritize our initiatives around the growth areas of our
business,  focus  on  profit contribution, reduce expenses and improve operating
efficiency.  These restructuring plans included a worldwide workforce reduction,
consolidation  of excess facilities and other charges. We recorded restructuring
costs  totaling  $5.6 million which were classified as operating expenses in the
consolidated  statements  of  operations  for  the year ended June 30, 2003. The
restructuring  plans  resulted  in  the  reduction  of  approximately 58 regular
employees  worldwide.  We  recorded workforce reduction charges of approximately
$1.2  million  related  to  severance  and  fringe  benefits  for the terminated
employees.  We  recorded  charges  of  approximately  $4.4  million  related  to
consolidation  of  excess  facilities, relating primarily to lease terminations,
non-cancelable  lease costs, write-off of leasehold improvements and termination
of  a  contractual  obligation.

     During  the  year  ended  June  30,  2004,  approximately  $2.1  million of
restructuring  charges  were  recovered  related  to a favorable settlement of a
contractual  obligation,  consolidation  of  excess  facilities  and  workforce
reductions  which  were  previously  accrued  for  in fiscal 2003. The remaining
restructuring  reserve  is related to facility closures in Naperville, Illinois;
Hillsboro,  Oregon; Redmond, Washington and Ames, Iowa. Payments under the lease
obligations  will  end  in  fiscal  2007.


     Litigation  settlement  costs

     On  August  23,  2002,  a complaint entitled Dunstan v. Lantronix, Inc., et
al., was filed in the Circuit Court of the State of Oregon, County of Multnomah,
against  us  and certain of our current and former officers and directors by the
co-founders of USSC. The parties participated in mediation on June 30, 2003, and
subsequently  reached  an  agreement to settle the dispute. The agreement called
for  us  to  release to the plaintiffs approximately $400,000 in cash and 49,038
shares  of  our common stock that had been held in an escrow since December 2000
as part of the acquisition of USSC. The agreement also called for us to issue to
the  plaintiffs  additional  shares of our common stock worth approximately $1.5
million,  which  was  recorded  in  our  results  of  operations  as  litigation
settlement costs for the year ended June 30, 2003. Accordingly, 1,726,703 shares
were  issued following a fairness determination by the state court in Oregon. In
exchange,  the  plaintiffs  released  all  claims  against  all  defendants.  No
litigation settlement costs related to this matter were incurred during the year
ended  June  30,  2004.


                                       24



     Interest  Income  (Expense),  Net





                                                    YEAR ENDED
                                                     JUNE 30,
                                                    ----------
                                       % OF NET          % OF NET       $           %
                                2004   REVENUES   2003   REVENUES    VARIANCE   VARIANCE
                                -----  ---------  -----  ---------  ----------  ---------
                                                              
Interest income (expense), net  $  50       0.1%  $ 248       0.5%  $    (198)    (79.8)%
                                =====  =========  =====  =========  ==========  =========



     Interest  income  (expense),  net  consists primarily of interest earned on
cash,  cash equivalents and marketable securities. The decrease is primarily due
to  lower  average  investment  balances  and  interest rates. Additionally, the
decrease  in  the average investment balance is due to increased legal and other
professional  fees,  settlement  of litigation and contractual obligations, cash
portions  of  settlements  with  prior  owners of some of the businesses we have
acquired,  the  settlement  of  the  Milford  lease  obligation  included in our
restructuring  charge, the purchase of a joint interest in intellectual property
from  Gordian,  our  acquisition  of  Stallion  and  to fund current operations.

     Other  Income  (Expense),  Net



                                                   YEAR ENDED
                                                    JUNE 30,
                                                   ----------
                                       % OF NET           % OF NET       $          %
                               2004    REVENUES    2003   REVENUES   VARIANCE   VARIANCE
                             --------  ---------  ------  ---------  ---------  ---------
                                                              
Other income (expense), net  $(5,333)    (10.9)%  $(926)     (1.9)%  $   4,407     475.9%
                             ========  =========  ======  =========  =========  =========



     The  increase  in  other  expense  is  due to our decision to write-off our
investment  in  Xanboo.  We  periodically  review our investments for which fair
value  is  less  than  cost  to  determine if the decline in value is other than
temporary.  If  the  decline  in value is judged to be other than temporary, the
cost  basis  of the security is written down to fair value. We generally believe
an  other-than-temporary  decline  has  occurred  when  the  fair  value  of the
investment  is  below  the  carrying  value for two consecutive quarters, absent
evidence  to  the  contrary. On the basis of events occurring during the quarter
ended  June  30,  2004,  we  performed  an analysis and recorded a charge in the
amount  of $5.0 million, representing a write-off of all remaining value of this
non-marketable  equity security. This charge is included within the consolidated
statements  of  operations  as  other  expense.

     Provision  (Benefit)  for  Income  Taxes

     We utilize the liability method of accounting for income taxes as set forth
in FASB Statement No. 109, "Accounting for Income Taxes." Our effective tax rate
was  3%  for  the  year  ended June 30, 2004, and 0% for the year ended June 30,
2003.  The  federal  statutory  rate was 34% for both periods. Our effective tax
rate  associated  with  the income tax expense for the year ended June 30, 2004,
was  lower  than  the  federal  statutory  rate primarily due to the increase in
valuation  allowance.  Our  effective  tax  rate  associated with the income tax
benefit  for  the year ended June 30, 2003, was lower than the federal statutory
rate  primarily  due  to the increase in valuation allowance and amortization of
stock-based  compensation  for  which  no  benefit  was  provided.  In 2003, the
Internal  Revenue  Service ("IRS") completed its audit of our federal income tax
returns for the fiscal years ended June 30, 1999, 2000 and 2001. As a result, we
were  required  to pay approximately $776,000 in tax and interest to the IRS and
the  California  Franchise Tax Board. We accrued $1.3 million for this liability
in  prior fiscal periods. Based on the final resolution of their examination and
related  state impact of the IRS examination, we recorded a reduction in our tax
contingency  reserve  of  approximately  $500,000. We have paid $662,000 of this
liability  through  June 30, 2004 and $114,000 was paid during the quarter ended
September  30,  2004.


COMPARISON  OF  THE  YEARS  ENDED  JUNE  30,  2003  AND  2002

     Net  Revenues

NET  REVENUES  BY  PRODUCT  CATEGORY



                                            YEAR ENDED
                                             JUNE 30,
                                            ----------
                             % OF NET             % OF NET       $           %
PRODUCT CATEGORIES   2003     REVENUE     2002     REVENUE    VARIANCE   VARIANCE
------------------  -------  ---------  --------  ---------  ----------  ---------
                                                       
Device networking   $24,523      49.6%  $ 28,607      49.8%  $  (4,084)    (14.3)%
IT management        13,034      26.4%    16,528      28.7%     (3,494)    (21.1)%
Non-core             11,832      24.0%    12,456      21.5%       (624)     (5.0)%
                    -------  ---------  --------  ---------  ----------  ---------
TOTAL               $49,389     100.0%  $ 57,591     100.0%  $  (8,202)    (14.3)%
                    =======  =========  ========  =========  ==========  =========



                                       25



     The  overall decrease in net revenues by product is primarily attributable
to  logistical  issues surrounding the restructuring of our Milford, Connecticut
operations,  whereby  we  began to outsource our manufacturing to three contract
manufacturers,  our  discontinuance  of certain product offerings as well as the
overall  decrease  in  industry  technology  spending  year  to  year.

NET  REVENUES  BY  REGION



                                          YEAR ENDED
                                           JUNE 30,
                                          ----------
                            % OF NET            % OF NET       $           %
GEOGRAPHIC REGION   2003     REVENUE    2002     REVENUE    VARIANCE   VARIANCE
-----------------  -------  ---------  -------  ---------  ----------  ---------
                                                     
Americas           $37,391      75.7%  $47,691      82.8%  $ (10,300)    (21.6)%
Europe              10,366      21.0%    8,249      14.3%      2,117       25.7%
Other                1,632       3.3%    1,651       2.9%        (19)     (1.2)%
                   -------  ---------  -------  ---------  ----------  ---------
TOTAL              $49,389     100.0%  $57,591     100.0%  $  (8,202)    (14.2)%
                   =======  =========  =======  =========  ==========  =========



     Our  net  revenues derived from customers located in the Americas decreased
primarily due to logistical issues surrounding the restructuring of our Milford,
Connecticut operations, whereby we began to outsource our manufacturing to three
contract  manufacturers, our discontinuance of certain product offerings as well
as  the  overall  decrease  in  industry  technology  spending year to year. The
increase  in  the  Europe  region  was primarily due to a concentrated effort to
improve  sales  through  a  stronger  sales  structure.

       Gross  Profit



                                       YEAR ENDED
                                        JUNE 30,
                                       ----------
                       % OF NET            % OF NET       $           %
               2003    REVENUES    2002    REVENUES    VARIANCE   VARIANCE
              -------  ---------  -------  ---------  ----------  ---------
                                                
Gross profit  $13,125      26.6%  $17,310      30.1%  $  (4,185)    (24.2)%
              =======  =========  =======  =========  ==========  =========



     Gross  profit  represents  net  revenues  less  cost  of revenues. Cost of
revenues  consists primarily of the cost of raw material components, subcontract
labor  assembly from outside manufacturers, amortization of purchased intangible
assets,  establishing inventory reserves for excess and obsolete products or raw
materials  and  overhead costs. As part of an agreement with Gordian, an outside
research and development firm, a royalty charge was included in cost of revenues
and  was  calculated  based on the related products sold. Gordian royalties were
$1.2  million  for  the year ended June 30, 2002. No royalties were paid for the
year  ended  June  30,  2003 as a result of a new Gordian agreement as described
below.  Cost of revenues for the years ended June 30, 2003 and 2002 consisted of
$3.6  million  and  $2.2 million of amortization of purchased intangible assets,
respectively.  Cost  of revenues for the years ended June 30, 2003 and 2002 also
includes  a  $3.1  million  and  $6.4  million  impairment  charge  of purchased
intangible  assets,  respectively,  in  accordance  with  SFAS  No.  144.

       In  May  2002, we signed a new agreement with Gordian to acquire a joint
interest  in  the intellectual property that is evident in our products designed
by  Gordian and to extinguish our obligation to pay royalties on future sales of
our  products.  We  paid  $6.0  million  for  this intellectual property and are
amortizing  this  asset  to  cost  of  revenues  over  the remaining life of our
products  designed by Gordian, or approximately 3 years. Effective May 30, 2002,
upon the signing of the new agreement, royalty expenses have been replaced by an
amortization  of  the  prepaid  royalties  and  entitlement  to the intellectual
property that was part of the agreement. Amortization expense related to the new
Gordian  agreement,  included  in amortization of purchased intangible assets of
$3.6  million,  totaled  $2.5  million  for  the  year  ended  June  30,  2003.
Amortization  expense  related  to  the  new  Gordian  agreement,  included  in
amortization  of  purchased  intangible assets of $2.2 million, totaled $212,000
for  the  year  ended  June  30,  2002.

      The  overall  decrease  in  gross  profit  is primarily attributable to a
decrease  in  net  revenues,  an  increase  in  the  amortization  of  purchased
intangible  assets  relating  to  technology  acquired  in  our acquisitions, an
increase  in  production  expenses  related  to  the  closing  of  our  Milford,
Connecticut  facility  and  an  increase in our reserves for excess and obsolete
inventory  and  warranty.


                                       26



        Selling,  General  and  Administrative


                                                         YEAR ENDED
                                                          JUNE 30,
                                                         ----------
                                              % OF NET            % OF NET       $           %
                                      2003    REVENUES    2002    REVENUES    VARIANCE   VARIANCE
                                     -------  ---------  -------  ---------  ----------  ---------
                                                                       
Selling, general and administrative  $28,660      58.0%  $40,538      70.4%  $ (11,878)    (29.3)%
                                     =======  =========  =======  =========  ==========  =========



        Selling,  general  and  administrative  expenses  consist  primarily of
personnel-related  expenses  including  salaries  and  commissions,  facilities
expenses,  information  technology,  trade  show  expenses,  advertising,  and
professional  legal  and  accounting  fees.  Selling, general and administrative
expense decreased primarily due to reductions in headcount and facility costs as
a  result  of  our  restructurings  in the second quarter of fiscal 2002 and the
first  and third quarters of fiscal 2003, as well as a favorable settlement of a
contractual  service  obligation  and  a reduction in our allowance for doubtful
accounts.  These  decreases are partially offset by increases in legal and other
professional  fees.  The  legal  fees  primarily  relate  to  our defense of the
shareholder  lawsuits,  government  investigations,  and  the  defense  of  the
intellectual  property  lawsuit,  which was settled during the second quarter of
fiscal  2003.  Legal  fees  incurred  in  defense  of  the shareholder suits are
reimbursable  to  the  extent  provided  in our directors and officers liability
insurance  policies,  and  subject  to  the  coverage limitations and exclusions
contained  in  such  policies.  For  the  year ended June 30, 2003, we have been
reimbursed  $1.4 million of these expenses. There were no reimbursements for the
year  ended  June  30,  2002.

          Research  and  Development



                                             YEAR ENDED
                                              JUNE 30,
                                             ----------
                                  % OF NET           % OF NET       $          %
                           2003   REVENUES    2002   REVENUES   VARIANCE   VARIANCE
                          ------  ---------  ------  ---------  ---------  ---------
                                                         
Research and development  $9,430      19.1%  $8,680      15.1%  $     750       8.6%
                          ======  =========  ======  =========  =========  =========



        Research  and  development  expenses  consist  primarily  of
personnel-related  costs  of  employees,  as well as expenditures to third-party
vendors  for  research  and  development  activities.  Research  and development
expenses  increased primarily due to increased personnel-related costs including
the  acquisitions of Synergetic and Stallion and third-party expenses related to
new  product  development.

     Stock-based  compensation


                                              YEAR ENDED
                                               JUNE 30,
                                              ----------
                                  % OF NET           % OF NET       $           %
                           2003   REVENUES    2002   REVENUES    VARIANCE   VARIANCE
                          ------  ---------  ------  ---------  ----------  ---------
                                                          
Stock-based compensation  $1,453       2.9%  $2,863       5.0%  $  (1,410)    (49.2)%
                          ======  =========  ======  =========  ==========  =========



     Stock-based  compensation expense generally represents the amortization of
deferred  compensation.  We  recorded  approximately  $73,000  of  deferred
compensation  for  the  year  ended  June  30,  2003.  Additionally, we recorded
deferred  compensation  forfeitures  of $2.6 million for the year ended June 30,
2003.  Deferred compensation represents the difference between the fair value of
the  underlying  common  stock for accounting purposes and the exercise price of
the  stock  options at the date of grant as well as the fair market value of the
vested  portion of non-employee stock options utilizing the Black-Scholes option
pricing  model.  Deferred compensation also includes the value of employee stock
options  assumed  in  connection  with our acquisitions calculated in accordance
with  current  accounting  guidelines.  Deferred  compensation is presented as a
reduction  of  stockholders' equity and is amortized ratably over the respective
vesting  periods  of  the  applicable  options,  which  is generally four years.

     Included  in  cost  of revenues is stock-based compensation of $89,000 and
$117,000  for the years ended June 30, 2003 and 2002, respectively. The decrease
in  stock-based  compensation  for  the  year  ended  June 30, 2003 is primarily
attributable  to  the  restructuring  plan  whereby  options  for which deferred
compensation  has  been  recorded  are  forfeited  for  terminated  employees.


                                       27



      Amortization  of  purchased  intangible  assets



                                                               YEARS ENDED
                                                                JUNE 30,
                                                               ----------
                                                    % OF NET          % OF NET       $           %
                                             2003   REVENUES   2002   REVENUES    VARIANCE   VARIANCE
                                             -----  ---------  -----  ---------  ----------  ---------
                                                                           
Amortization of purchased intangible assets  $ 602       1.2%  $ 960       1.7%  $    (358)    (37.3)%
                                             =====  =========  =====  =========  ==========  =========



     Purchased  intangible  assets  primarily  include  existing  technology,
customer agreements, patents and trademarks and are amortized on a straight-line
basis over the estimated useful lives of the respective assets, ranging from one
to  five years. We obtained independent appraisals of the fair value of tangible
and  intangible  assets  acquired  in  order to allocate the purchase price. The
increase  in  amortization  of  purchased  intangible assets included in cost of
revenues  is  primarily  due  to  the  amortization of the intellectual property
agreement  with  Gordian signed in May 2002, and existing technology recorded as
part  of  the  Stallion  acquisition  in  August  2002, offset by the impairment
write-down  of  $6.4 million during the fourth quarter of fiscal 2002 as well as
the  $3.1  million  impairment  during  the  fourth  quarter of fiscal 2003. The
decrease  in amortization of purchased intangible assets is primarily due to the
impairment  write-down  of $4.0 million during the fourth quarter of fiscal 2002
as  well  as the $2.4 million impairment write-down during the fourth quarter of
fiscal  2003.

     Impairment  of  goodwill  and  purchased  intangible  assets

     We  performed the first of the required annual impairment tests of goodwill
under  the  guidelines of SFAS No. 142 effective as of June 1, 2002. As a result
of  industry  conditions,  lower  market  valuations  and  reduced  estimates of
information  technology  capital equipment spending in the future, we determined
that  there  were  indicators  of  impairment  to the carrying value of goodwill
related  to  the  acquisitions  of  Lightwave  and Synergetic which had carrying
values  of  $39.7  million and $13.9 million, respectively, as of June 30, 2002.
During  the  fourth  quarter of fiscal 2002, we engaged an independent valuation
company  to  perform  a  review  of  the  value of our goodwill and based on the
independent  valuation  we  recorded  a  $46.4  million impairment charge of our
goodwill.

     Additionally,  during  the  fourth  quarter  of fiscal 2002, we performed a
review  of  the value of our purchased intangible assets in accordance with SFAS
No. 144. As a result of industry conditions, lower market valuations and reduced
estimates of information technology capital equipment spending in the future, we
determined that there were indicators of impairment to the carrying value of our
purchased  intangible  assets  related  to  our  acquisitions. During the fourth
quarter of fiscal 2002, we engaged an independent valuation company to perform a
review  of  the  value  of  our  purchased  intangible  assets  and based on the
independent valuation we recorded a $9.8 million impairment charge of which $4.0
million  and  $5.8  million  were  charged  to  operating  expenses  and cost of
revenues,  respectively.  Additionally,  we  recorded  an  impairment  charge of
$665,000  to  cost  of  revenues related to intellectual property not associated
with  an  acquisition.

     During the fourth quarter of fiscal 2003, we performed an assessment of the
value  of  our purchased intangible assets in accordance with SFAS No. 144. As a
result  of  industry  conditions,  continued lower market valuations and reduced
estimates in information technology capital equipment spending in the future and
other  factors  impacting  expected  future cash flows, we determined that there
were  indicators of impairment to the carrying value of our purchased intangible
assets recorded as part of our acquisitions. We engaged an independent valuation
company  to perform a review of the value of our purchased intangible assets. In
accordance  with  SFAS  No.  144,  we  utilized a cash flow estimation approach,
comparing the discounted expected future cash flows to the carrying value of the
subject  assets.  Based on the independent valuations, during the fourth quarter
of  fiscal  2003  we  recorded  a  $5.4  million impairment charge of which $2.3
million  and  $3.1  million  were  charged  to  operating  expenses  and cost of
revenues,  respectively.


     Restructuring  charges

     On  September 12, 2002 and March 14, 2003, we announced restructuring plans
to  prioritize our initiatives around the growth areas of our business, focus on
profit  contribution,  reduce  expenses, and improve operating efficiency. These
restructuring  plans  included a worldwide workforce reduction, consolidation of
excess  facilities  and  other charges. We recorded restructuring costs totaling
$5.6  million,  which  were classified as operating expenses in the consolidated
statement  of  operations  for the year ended June 30, 2003. These restructuring
plans resulted in the reduction of approximately 58 regular employees worldwide.
We recorded workforce reduction charges of approximately $1.2 million related to
severance  and fringe benefits for the terminated employees. We recorded charges
of approximately $4.4 million related to the consolidation of excess facilities,
relating  primarily to lease terminations, non-cancelable lease costs, write-off
of  leasehold  improvements  and  termination  of  a  contractual  obligation.


                                       28



     On  February  6,  2002, we announced a restructuring plan to prioritize our
initiatives  around  the  growth  area  of  our  business,  focus  on  profit
contribution,  reduce  expenses,  and  improve  operating  efficiency.  This
restructuring  plan  included  a worldwide workforce reduction, consolidation of
excess  facilities  and  other  charges.  As  of  June  30,  2002,  we  recorded
restructuring  costs  totaling $3.5 million. Through June 30, 2003, the February
2002  restructuring  plan  has  resulted  in  the  reduction of approximately 50
regular  employees  worldwide and we incurred actual workforce reduction charges
of approximately $1.9 million related to severance and fringe benefits. Included
in the workforce reduction charge was a non-cash stock-based compensation charge
in the amount of $595,000 associated with the modification of stock options that
were  outstanding  at the termination date. Property, equipment and other assets
that  were  disposed  of or removed from operations resulted in a charge of $1.6
million  and  consisted  primarily  of  computer software and related equipment,
production,  engineering  and  office  equipment,  and  furniture  and fixtures.

     Litigation  settlement  costs

     On  August  23,  2002,  a complaint entitled Dunstan v. Lantronix, Inc., et
al., was filed in the Circuit Court of the State of Oregon, County of Multnomah,
against  us  and certain of our current and former officers and directors by the
co-founders of USSC. The parties participated in mediation on June 30, 2003, and
subsequently  reached  an  agreement to settle the dispute. The agreement called
for  us  to  release to the plaintiffs approximately $400,000 in cash and 49,038
shares  of  our common stock that had been held in an escrow since December 2000
as part of the acquisition of USSC. The agreement also called for us to issue to
the  plaintiffs  additional  shares of our common stock worth approximately $1.5
million,  which  was  recorded  in  our  results  of  operations  as  litigation
settlement costs for the year ended June 30, 2003. Accordingly, 1,726,703 shares
were  issued following a fairness determination by the state court in Oregon. In
exchange,  the  plaintiffs  released  all  claims  against  all  defendants.

     We  received  an  informal  notice from several holders of our unregistered
shares  of  common  stock that were issued in connection with the acquisition of
Lightwave.  The  shares  were issued to the holders in a private transaction not
registered  under the Securities Act of 1933, and therefore could not be sold by
the  stockholders  without  a  valid  registration  statement.  The stockholders
alleged  that  we failed to honor their rights to have the shares registered and
that  they  were therefore precluded from selling the shares. Effective July 26,
2002,  we  settled  with  the  stockholders  of  Lightwave in the amount of $2.0
million  in  exchange  for 240,000 shares of our common stock held in escrow and
208,335  additional  shares  issued  to  the  former  owners of Lightwave on the
acquisition  date.  This  settlement  resulted in a net charge to our results of
operations  of  approximately  $1.9 million for the year ended June 30, 2002 and
has  been  recognized  as  litigation  settlement  costs.

     Interest  Income  (Expense),  Net



                                                    YEAR ENDED
                                                     JUNE 30,
                                                    ----------
                                       % OF NET           % OF NET       $           %
                                2003   REVENUES    2002   REVENUES    VARIANCE   VARIANCE
                                -----  ---------  ------  ---------  ----------  ---------
                                                               
Interest income (expense), net  $ 248       0.5%  $1,548       2.7%  $  (1,300)    (84.0)%
                                =====  =========  ======  =========  ==========  =========



     Interest  income  (expense),  net consists primarily of interest earned on
cash,  cash equivalents and marketable securities. The decrease is primarily due
to  lower  average  investment  balances  and  interest rates. Additionally, the
decrease  in the average investment balance is due to increased expenditures for
legal  and  other  professional  fees  resulting  from  our  financial statement
restatements  in  fiscal 2002 and defense of our lawsuits. Also, the decrease is
due  to  the  settlement  of  the  Milford  lease  obligation  included  in  our
restructuring  charge, the purchase of a joint interest in intellectual property
from  Gordian,  our  acquisition  of  Stallion  and  to fund current operations.

       Other  Income  (Expense),  Net


                                                  YEAR ENDED
                                                   JUNE 30,
                                                  ----------
                                     % OF NET           % OF NET       $           %
                              2003   REVENUES    2002   REVENUES    VARIANCE   VARIANCE
                             ------  ---------  ------  ---------  ----------  ---------
                                                             
Other income (expense), net  $(926)     (1.9)%  $(760)     (1.3)%  $    (166)    (21.8)%
                             ======  =========  ======  =========  ==========  =========



     The increase for the year ended June 30, 2003 is primarily attributable to
our  share  of  the  losses  from  our  investment  in  Xanboo.

       Provision  (Benefit)  for  Income  Taxes

     We  utilize  the  liability  method  of accounting for income taxes as set
forth  in  FASB  Statement No. 109, "Accounting for Income Taxes." Our effective
tax rate was 0% for the year ended June 30, 2003, and 7% for the year ended June


                                       29



30, 2002. The federal statutory rate was 34% for both periods. Our effective tax
rate  associated  with  the income tax expense for the year ended June 30, 2003,
was  lower  than  the  federal  statutory  rate primarily due to the increase in
valuation allowance, as well as the amortization of stock-based compensation for
which  no  current  year  tax  benefit  was  provided.  Our  effective  tax rate
associated  with  the  income  tax benefit for the year ended June 30, 2002, was
lower  than  the  federal  statutory  rate  primarily  due to foreign losses and
amortization  of  stock-based  compensation  for  which no benefit was provided.


LIQUIDITY  AND  CAPITAL  RESOURCES

     Since  inception,  we have financed our operations through the issuance of
common  stock  and  through  net cash generated from operations. We consider all
highly  liquid investments purchased with original maturities of 90 days or less
to  be  cash  equivalents. Cash and cash equivalents, consisting of money-market
funds  and  commercial  paper, totaled $9.1 million at June 30, 2004. Marketable
securities  are  income  yielding  securities  which can be readily converted to
cash.  Marketable securities consist of obligations of U.S. Government agencies,
state,  municipal and county government notes and bonds and totaled $3.1 million
at  June  30,  2004.


     Our  operating activities used cash of $2.9 million for the year ended June
30, 2004. We incurred a net loss of $15.7 million of which $10.6 million is from
continuing  operations  and  $5.1 million is from discontinued operations, which
includes  the  following adjustments: depreciation of $1.7 million, amortization
of  purchased  intangible  assets  of  $2.2 million, amortization of stock-based
compensation  of  $395,000,  equity  losses  from  unconsolidated  businesses of
$413,000,  revaluation  of  a  strategic investment of $5.0 million, offset by a
recovery  in  the  restructuring  reserve  of  $1.6  million  and a deferred tax
liability  of  $600,000. The revaluation of a strategic investment is due to the
write-off  of  our remaining investment in Xanboo due to an other-than temporary
impairment. The restructuring reserve recovery is primarily due to the favorable
settlement  of  a  contractual  obligation.  The changes in our operating assets
consist  of  a decrease in accounts receivable of $708,000, decrease in contract
manufacturer  receivable  of  $777,000,  decrease  in prepaid expenses and other
current  assets  of  $1.1  million,  decrease  in  net  assets  of  discontinued
operations  of  $3.4 million, increase in warranty reserve of $577,000, increase
in  other  current  liabilities  of $732,000, which was reduced by a decrease in
accounts  payable  of  $725,000,  decrease  in  our liability to Gordian of $1.0
million  and  a  decrease in restructuring reserve of $932,000. The reduction in
accounts  receivable  is  primarily  due  to  improved  collections  from  our
distributors  and  European  customers.  The  decrease  in contract manufacturer
receivables  is  due  to  improved  collections. The decrease in our prepaid and
other  current  assets  is  primarily  due  to  the  Gordian  payment whereby we
maintained a time deposit for $1.0 million as well as the maturity of additional
time  deposits  totaling $682,000. Net assets of discontinued operations are due
to  the  sale  of  the  Premise business unit in March 2004. The increase in the
warranty  reserve is primarily due to the increase in historical actual warranty
costs. The increase in other current liabilities is primarily due to an increase
in  accrued  payroll  and an increase in general liabilities such as audit fees,
legal  fees  and inventory purchases. The decrease in accounts payable is due to
the  timing  of  payments  to  our suppliers. The decrease in the balance due to
Gordian is due to payments in accordance with the agreement. The decrease in the
restructuring  reserve  is  due  to  payments on lease obligations and workforce
reductions.  Our  operating  activities  used cash of $17.6 million for the year
ended  June  30,  2003.


     Cash  provided  by investing activities was $3.5 million for the year ended
June 30, 2004 compared with a $2.1 million usage of cash for the year ended June
30,  2003.  We  received  $4.3  million in proceeds from the sales of marketable
securities.  We  used  $552,000  to purchase marketable securities. We also used
$248,000  to  purchase  property  and  equipment.

     Cash  provided  by financing activities was $1.2 million for the year ended
June  30, 2004 primarily related to the purchases by the employee stock purchase
plan  and  $500,000  in  borrowings  under  our line of credit. Cash provided by
financing  activities  was  $345,000  for  the  year  ended  June  30,  2003.

     In  January  2002, we entered into a two-year line of credit with a bank in
an  amount not to exceed $20.0 million. Borrowings under the line of credit bear
interest  at  either (i) the prime rate or (ii) the LIBOR rate plus 2.0%. We are
required  to  pay  a  $100,000 facility fee which was reduced to $62,500 and was
paid.  We  were also required to pay a quarterly unused line fee of .125% of the
unused  line  of  credit balance. Since establishing the line of credit, we have
twice reduced the amount of the line, modified customary financial covenants and
adjusted  the  interest  rate to be charged on borrowings to the prime rate plus
.50%  and  eliminated  the  LIBOR  option.  Effective  July 25, 2003, we further
modified  this  line  of credit, reducing the revolving line to $5.0 million and
adjusting the customary affirmative and negative covenants. We are also required
to  maintain certain financial ratios as defined in the agreement. The agreement
has  an  annual  revolving  maturity date that renews on the effective date. The
agreement  was  renewed on July 24, 2004 with an amendment to a financial ratio.
We  are  required  to  pay a $12,500 facility fee for the renewal. Our borrowing
base  at  June  30,  2004, was $3.2 million. In March 2004, we borrowed $500,000
against  this  line  of  credit.  Additionally,  we  have used letters of credit
available  under our line of credit totaling approximately $1.0 million in place
of  cash to fund deposits on leases, tax account deposits and security deposits.
As  a result, our available line of credit at June 30, 2004 was $1.6 million. We
are currently in compliance with the revised financial covenants of the July 24,
2004  amended  line of credit. Pursuant to the line of credit, we are restricted
from  paying  any  dividends.


                                       30



     The  following  table  summarizes  our contractual payment obligations and
commitments:





                              Fiscal  Years
                          ---------------------
                           2005    2006   2007   TOTAL
                          ------  ------  -----  ------
                                     
Convertible note payable  $  867  $    -  $   -  $  867
Bank line of credit          500       -      -     500
Operating leases           1,562     437    162   2,161
                          ------  ------  -----  ------

Total                     $2,929  $  437  $ 162  $3,528
                          ======  ======  =====  ======


     In March 2004, we completed the sale of substantially all of the net assets
of  the Premise business unit with a net book value of approximately $25,000 for
$1.0  million.  Additionally,  we  incurred  $383,000  of  disposal  costs.

     At  June  30,  2004,  we  had  purchase  obligations  which consists of our
finished  goods purchases from our contract manufacturers and raw materials from
our  suppliers  in  the  amount  of  approximately  $5.5  million.

     Additionally,  in  the  first  fiscal quarter of 2005, our convertible note
will  become  due. If the notes are not converted to our common stock we will be
required to pay up to $867,000. On August 22, 2004, the notes were not converted
into  our  common  stock  and  were  paid.

     Net  cash requirements in the first fiscal quarter of 2005 may represent an
increase  from  the  average net cash usage of the previous quarters. During the
first  quarter  of  fiscal  2005,  we  expect  to use approximately $2.2 to $2.8
million  in  cash.  This  increase  is  primarily  the  result of payment of our
convertible  note  as  discussed  above. Additionally, we expect to incur higher
expenses  for this quarter in marketing, sales and research and development that
are  related  to our product launches, as well as the tax payment also discussed
above. We expect to return to a more normal range of cash usage of approximately
$1.0  million  in  the  second  quarter  of  fiscal  2005.

     At  June  30,  2004,  approximately $2.9 million of our net tangible assets
(primarily  cash  held in foreign bank accounts) were located outside the United
States.  Such  assets  are  unrestricted with regard to foreign liquidity needs,
however,  our  ability to utilize such assets to satisfy liquidity needs outside
of  such foreign locations are subject to approval by the foreign location board
of directors. We believe that our existing cash, cash equivalents and marketable
securities  and  any available borrowings under our line of credit facility will
be  adequate to meet our anticipated cash needs through at least the next twelve
months.  Our  future capital requirements will depend on many factors, including
the  timing  and  amount  of  our  net  revenues,  research  and development and
infrastructure  investments,  and  expenses  related  to  on-going  government
investigations and pending litigation, which will affect our ability to generate
additional  cash.  If cash generated from operations and financing activities is
insufficient  to satisfy our working capital requirements, we may need to borrow
funds  through  bank loans, sales of securities, or other means. There can be no
assurance  that we will be able to raise any such capital on terms acceptable to
us,  if  at  all. If we are unable to secure additional financing, we may not be
able to develop or enhance our products, take advantage of future opportunities,
respond  to  competition  or  continue  to  operate  our  business.


RISK  FACTORS

     You  should  carefully  consider the risks described below before making an
investment  decision.  The  risks  and uncertainties described below are not the
only  ones  facing  our  company.  Our  business  operations  may be impaired by
additional  risks and uncertainties of which we are unaware or that we currently
consider  immaterial.

     Our business, results of operations or cash flows may be adversely affected
if any of the following risks actually occur. In such case, the trading price of
our common stock could decline, and you may lose all or part of your investment.


                                       31



     VARIATIONS IN QUARTERLY OPERATING RESULTS, DUE TO FACTORS INCLUDING CHANGES
IN  DEMAND  FOR OUR PRODUCTS AND CHANGES IN OUR MIX OF NET REVENUES, COULD CAUSE
OUR  STOCK  PRICE  TO  DECLINE.

     Our  quarterly  net revenues, expenses and operating results have varied in
the  past and might vary significantly from quarter to quarter in the future. We
therefore  believe  that quarter-to-quarter comparisons of our operating results
are  not a good indication of our future performance, and you should not rely on
them  to  predict  our future performance or the future performance of our stock
price.  Our  short-term expense levels are relatively fixed and are based on our
expectations of future net revenues. If we were to experience a reduction in net
revenues  in  a  quarter,  we  would  likely  be unable to adjust our short-term
expenditures.  If  this  were  to  occur, our operating results for that quarter
would  be  harmed.  If  our  operating results in future quarters fall below the
expectations  of  market  analysts  and investors, the price of our common stock
would  likely  fall.  Other  factors  that  might cause our operating results to
fluctuate  on  a  quarterly  basis  include:
-    changes  in  the  mix  of  net  revenues  attributable to higher-margin and
     lower-margin  products;

-    customers'  decisions  to  defer  or  accelerate  orders;

-    variations  in  the  size  or  timing  of  orders  for  our  products;

-    short-term  fluctuations  in  the  cost  or  availability  of  our critical
     components;

-    changes  in  demand  for  our  products;

-    loss  or  gain  of  significant  customers;

-    announcements  or  introductions  of  new  products  by  our  competitors;

-    defects  and  other  product  quality  problems;  and

-    changes  in  demand  for  devices  that  incorporate  our  products.

     WE  ARE  CURRENTLY  ENGAGED IN MULTIPLE SECURITIES CLASS ACTION LAWSUITS, A
STATE  DERIVATIVE  SUIT, A LAWSUIT BY OUR FORMER CFO AND COO STEVEN V. COTTON, A
LAWSUIT  BY  FORMER  SHAREHOLDERS  OF  OUR  SYNERGETIC  SUBSIDIARY,  AND  PATENT
INFRINGEMENT  LITIGATION  ANY  OF  WHICH,  IF  IT  RESULTS  IN  AN  UNFAVORABLE
RESOLUTION,  COULD  ADVERSELY  AFFECT  OUR  BUSINESS,  RESULTS  OF OPERATIONS OR
FINANCIAL  CONDITION.

     From  time to time, we are subject to other legal proceedings and claims in
the  ordinary  course  of  business.

     We  are  currently  involved  in significant litigation, including multiple
security  class  action  lawsuits, a state derivative lawsuit, litigation with a
former  executive  officer  and  patent  infringement  litigation.  The  pending
lawsuits  involve  complex questions of fact and law and likely will continue to
require  the  expenditure  of  significant  funds  and  the  diversion  of other
resources  to  defend.  We  do  not  know  what the outcome of outstanding legal
proceedings  will  be and cannot determine the extent to which these resolutions
might  have a material adverse effect on our business, results of operations and
financial  condition  taken as a whole. The results of litigation are inherently
uncertain, and adverse outcomes are possible. For a more detailed description of
pending  litigation,  see  Part  3,  Item  1  on  page  13.

     WE MIGHT BECOME INVOLVED IN LITIGATION OVER PROPRIETARY RIGHTS, WHICH COULD
BE  COSTLY  AND  TIME  CONSUMING.

     Substantial litigation regarding intellectual property rights exists in our
industry.  There  is  a risk that third-parties, including current and potential
competitors,  current developers of our intellectual property, our manufacturing
partners, or parties with which we have contemplated a business combination will
claim  that  our  products,  or  our  customers'  products,  infringe  on  their
intellectual  property rights or that we have misappropriated their intellectual
property. In addition, software, business processes and other property rights in
our industry might be increasingly subject to third-party infringement claims as
the  number  of competitors grows and the functionality of products in different
industry  segments  overlaps.  Other  parties  might  currently  have,  or might
eventually  be  issued,  patents that infringe on the proprietary rights we use.
Any  of  these  third parties might make a claim of infringement against us. For
example,  Digi International, ("Digi") has just filed a lawsuit alleging that we
infringe  their '192 patent. We have filed suit alleging that Digi infringes our
'305  patent.  Please  refer  to Part I, Item 3 on page 13 for more information.

     From  time  to  time  in  the future we could encounter other disputes over
rights  and  obligations concerning intellectual property. We cannot assume that
we  will  prevail  in  intellectual  property  disputes  regarding infringement,
misappropriation  or  other  disputes.  Litigation  in  which  we are accused of


                                       32



infringement  or misappropriation might cause a delay in the introduction of new
products,  require  us to develop non-infringing technology, require us to enter
into  royalty  or license agreements, which might not be available on acceptable
terms,  or  at  all,  or require us to pay substantial damages, including treble
damages  if  we  are  held  to  have  willfully  infringed. In addition, we have
obligations  to  indemnify certain of our customers under some circumstances for
infringement  of  third-party  intellectual  property rights. If any claims from
third-parties  were  to  require us to indemnify customers under our agreements,
the  costs  could  be  substantial,  and  our  business  could  be  harmed. If a
successful  claim  of infringement were made against us and we could not develop
non-infringing  technology  or  license the infringed or similar technology on a
timely  and  cost-effective  basis,  our business could be significantly harmed.

     WE  HAVE  ELECTED  TO  USE A CONTRACT MANUFACTURER IN CHINA, WHICH INVOLVES
SIGNIFICANT  RISKS.

     One  of our contract manufacturers is based in China. There are significant
risks  of  doing  business  in  China,  including:

-    Delivery  times  are extended due to the distances involved, requiring more
     lead-time  in  ordering  and  increasing  the  risk  of excess inventories.

-    We  could  incur  ocean  freight  delays because of labor problems, weather
     delays  or  expediting  and  customs  problems.

-    China does not afford the same level of protection to intellectual property
     as  domestic  or  many  other  foreign  countries.  If  our  products  were
     reverse-engineered  or  our  intellectual  property  was  otherwise
     pirated-reproduced  and  duplicated  without our knowledge or approval, our
     revenues  would  be  reduced.

-    China and U.S foreign relations have, historically, been subject to change.
     Political considerations and actions could interrupt our expected supply of
     products  from  China.

     INABILITY,  DELAYS  IN  DELIVERIES  OR  QUALITY PROBLEMS FROM OUR COMPONENT
SUPPLIERS  COULD  DAMAGE  OUR  REPUTATION  AND  COULD  CAUSE OUR NET REVENUES TO
DECLINE  AND  HARM  OUR  RESULTS  OF  OPERATIONS.

     Our  contract  manufacturers  and  we  are  responsible  for  procuring raw
materials  for our products. Our products incorporate components or technologies
that are only available from single or limited sources of supply. In particular,
some of our integrated circuits are available from a single source. From time to
time  in  the  past, integrated circuits we use in our products have been phased
out  of  production.  When  this  happens,  we  attempt  to  purchase sufficient
inventory  to  meet  our  needs until a substitute component can be incorporated
into  our  products.  Nonetheless,  we  might  be  unable to purchase sufficient
components  to  meet  our demands, or we might incorrectly forecast our demands,
and  purchase  too  many  or  too  few components. In addition, our products use
components  that  have  in  the  past  been  subject  to  market  shortages  and
substantial  price  fluctuations. From time to time, we have been unable to meet
our  orders  because  we  were  unable  to purchase necessary components for our
products.  We  rely  on a number of different component suppliers. Because we do
not  have  long-term  supply  arrangements  with  any vendor to obtain necessary
components  or  technology  for  our  products,  if  we  are  unable to purchase
components  from  these  suppliers,  product  shipments  could  be  prevented or
delayed,  which  could  result  in  a  loss  of  sales. If we are unable to meet
existing orders or to enter into new orders because of a shortage in components,
we  will  likely  lose  net  revenues  and risk losing customers and harming our
reputation  in  the  marketplace.

     THE MARKET FOR OUR PRODUCTS IS NEW AND RAPIDLY EVOLVING. IF WE ARE NOT ABLE
TO DEVELOP OR ENHANCE OUR PRODUCTS TO RESPOND TO CHANGING MARKET CONDITIONS, OUR
NET  REVENUES  WILL  SUFFER.

     Our  future  success  depends  in  large part on our ability to continue to
enhance  existing  products,  lower  product  cost and develop new products that
maintain  technological competitiveness. The demand for network-enabled products
is  relatively  new  and  can  change as a result of innovations or changes. For
example,  industry  segments might adopt new or different standards, giving rise
to  new  customer  requirements.  Any failure by us to develop and introduce new
products  or  enhancements  directed  at  new  industry standards could harm our
business,  financial  condition  and  results  of  operations.  These  customer
requirements might or might not be compatible with our current or future product
offerings.  We might not be successful in modifying our products and services to
address  these  requirements  and  standards. For example, our competitors might
develop  competing  technologies based on Internet Protocols, Ethernet Protocols
or other protocols that might have advantages over our products. If this were to
happen,  our  net  revenue  might  not  grow at the rate we anticipate, or could
decline.


                                       33



     IF  OUR  RESEARCH  AND  DEVELOPMENT  EFFORTS  ARE  NOT  SUCCESSFUL, OUR NET
REVENUES  COULD  DECLINE  AND  OUR  BUSINESS  COULD  BE  HARMED.

     For  the year ended June 30, 2004, we incurred $7.8 million in research and
development  expenses,  which  comprised  16.0%  of  our net revenues. If we are
unable to develop new products as a result of this effort, or if the products we
develop  are not successful, our business could be harmed. Even if we do develop
new products that are accepted by our target markets, we do not know whether the
net  revenue from these products will be sufficient to justify our investment in
research  and  development.

     IF A MAJOR CUSTOMER CANCELS, REDUCES, OR DELAYS PURCHASES, OUR NET REVENUES
MIGHT  DECLINE  AND  OUR  BUSINESS  COULD  BE  ADVERSELY  AFFECTED.

     Our  top  five customers accounted for 38% of our net revenues for the year
ended  June  30,  2004.  One  customer,  Ingram  Micro,  Inc.,  accounted  for
approximately  14%, 11% and 12% of our net revenues for the years ended June 30,
2004,  2003  and  2002, respectively. Another customer, Tech Data, accounted for
approximately  9%,  10% and 11% of our net revenues for the years ended June 30,
2004, 2003 and 2002, respectively. Accounts receivable attributable to these two
domestic  customers  accounted  for  approximately 13% and 16% of total accounts
receivable  at  June  30,  2004 and 2003, respectively. The number and timing of
sales  to  our  distributors  have  been  difficult for us to predict. While our
distributors  are  customers  in  the sense they buy our products, they are also
part  of  our product distribution system. To some extent, the business lost for
some  reason  to  a  distributor  would  likely  be  replaced  by sales to other
customer/distributors  in  a reasonable period, rather than a total loss of that
business  such  as  from  a  customer  who  used our products in their business.

     The  loss  or  deferral of one or more significant sales in a quarter could
harm  our  operating results. We have in the past, and might in the future, lose
one  or  more  major  customers.  If  we  fail  to continue to sell to our major
customers  in  the  quantities  we  anticipate,  or  if  any  of these customers
terminate  our  relationship, our reputation, the perception of our products and
technology  in  the  marketplace and the growth of our business could be harmed.
The  demand  for our products from our OEM, VAR and systems integrator customers
depends  primarily  on  their  ability  to successfully sell their products that
incorporate  our  device  networking solutions technology. Our sales are usually
completed  on  a  purchase  order  basis  and  we  have  no  long-term  purchase
commitments  from  our  customers.

     Our  future  success  also depends on our ability to attract new customers,
which  often  involves  an  extended  process.  The  sale  of our products often
involves a significant technical evaluation, and we often face delays because of
our customers' internal procedures used to evaluate and deploy new technologies.
For  these  and  other  reasons, the sales cycle associated with our products is
typically  lengthy,  often  lasting  six  to  nine  months and sometimes longer.
Therefore,  if we were to lose a major customer, we might not be able to replace
the  customer  on a timely basis or at all. This would cause our net revenues to
decrease  and  could  cause  the  price  of  our  stock  to  decline.

     THE  AVERAGE  SELLING  PRICES  OF  OUR PRODUCTS MIGHT DECREASE, WHICH COULD
REDUCE  OUR  GROSS  MARGINS.

     In  the  past,  we  have  experienced some reduction in the average selling
prices  and  gross margins of products and we expect that this will continue for
our  products  as they mature. In the future, we expect competition to increase,
and  we  anticipate this could result in additional pressure on our pricing. Our
average  selling  prices  for  our  products  might decline as a result of other
reasons,  including  promotional  programs  and  customers  who  negotiate price
reductions  in exchange for longer-term purchase commitments. We also may not be
able  to  increase  the  price  of  our products in the event that the prices of
components  or  our  overhead  costs increase. Changes in exchange rates between
currencies  might  change  in  such  a  way or over a period such that we cannot
adjust  prices  to  maintain  gross  margins.  If these were to occur, our gross
margins  would  decline.  In  addition, we may not be able to reduce the cost to
manufacture  our  products  to  keep  up  with  the  decline  in  prices.

     UNDETECTED  PRODUCT ERRORS OR DEFECTS COULD RESULT IN LOSS OF NET REVENUES,
DELAYED  MARKET  ACCEPTANCE  AND  CLAIMS  AGAINST  US.

     We currently offer warranties ranging from ninety days to two years on each
of  our  products.  Our  products could contain undetected errors or defects. If
there  is  a  product  failure,  we  might have to replace all affected products
without  being  able  to  book  revenue for replacement units, or we may have to
refund  the  purchase price for the units. Because of our recent introduction of
our  line  of device servers, we do not have a long history with which to assess
the  risks  of  unexpected  product  failures  or defects for this product line.
Regardless  of  the  amount  of  testing  we  undertake,  some  errors  might be
discovered  only  after  a product has been installed and used by customers. Any
errors  discovered after commercial release could result in loss of net revenues
and claims against us. Significant product warranty claims against us could harm
our  business, reputation and financial results and cause the price of our stock
to  decline.


                                       34



     THERE  IS A RISK THAT THE SEC COULD LEVY FINES AGAINST US, OR DECLARE US TO
BE OUT OF COMPLIANCE WITH THE RULES REGARDING OFFERING SECURITIES TO THE PUBLIC.

     The  SEC  is  investigating  the  events surrounding the restatement of our
financial statements filed on June 25, 2002 for the year ended June 30, 2001 and
for  the  six  months  ended  December  31, 2002. The SEC could conclude that we
violated  the rules of the Securities Act of 1933 or the Securities and Exchange
Act  of  1934.  In  either  event, the SEC might levy civil fines against us, or
might  conclude  that  we lack sufficient internal controls to warrant our being
allowed  to  continue  offering  our  shares  to  the public. This investigation
involves  substantial  cost  and  could  significantly  divert  the attention of
management.  These  costs, and the cost of any fines imposed by the SEC, are not
covered  by  insurance.  In addition to sanctions imposed by the SEC, an adverse
determination  could  significantly  damage  our  reputation  with customers and
vendors,  and  harm  our  employees'  morale.

     WE  INCORPORATE  SOFTWARE  LICENSED  FROM  THIRD  PARTIES  INTO SOME OF OUR
PRODUCTS  AND  ANY  SIGNIFICANT  INTERRUPTION  IN  THE  AVAILABILITY  OF  THESE
THIRD-PARTY  SOFTWARE  PRODUCTS  OR  DEFECTS  IN THESE PRODUCTS COULD REDUCE THE
DEMAND  FOR,  OR  PREVENT  THE  SALE  OR  USE  OF,  OUR  PRODUCTS.

Certain  of  our  products  contain  components  developed  and  maintained  by
third-party  software  vendors  or  available through the "open source" software
community.  We  also  expect  that  we may incorporate software from third-party
vendors  and  open source software in our future products. Our business would be
disrupted  if  this  software,  or functional equivalents of this software, were
either  no  longer  available  to  us or no longer offered to us on commercially
reasonable  terms.  In  either case, we would be required to either redesign our
products  to  function  with  alternate  third-party  software  or  open  source
software, or develop these components ourselves, which would result in increased
costs and could result in delays in our product shipments. Furthermore, we might
be  forced  to  limit  the  features  available in our current or future product
offerings.  We  presently are developing products for use on the Linux platform.
The  SCO Group (SCO) has filed and threatened to file lawsuits against companies
that  operate  Linux  for  commercial  purposes, alleging that such use of Linux
infringes SCOs rights. These allegations may adversely affect the demand for the
Linux  platform  and,  consequently,  the  sales  of  our  Linux-based products.

     WE  PRIMARILY  DEPEND  ON  FIVE  THIRD-PARTY  MANUFACTURERS  TO MANUFACTURE
SUBSTANTIALLY  ALL  OF  OUR  PRODUCTS,  WHICH  REDUCES  OUR  CONTROL  OVER  THE
MANUFACTURING  PROCESS.  IF  THESE  MANUFACTURERS  ARE  UNABLE  OR  UNWILLING TO
MANUFACTURE  OUR  PRODUCTS  AT THE QUALITY AND QUANTITY WE REQUEST, OUR BUSINESS
COULD  BE  HARMED  AND  OUR  STOCK  PRICE  COULD  DECLINE.

     We  outsource  substantially  all  of our manufacturing to five third-party
manufacturers,  Venture  Electronics Services, Varian, Inc., Irvine Electronics,
Inc., Uni Precision Industrial Ltd, and Universal Scientific Industrial Company,
LTD.  Our  reliance on these third-party manufacturers exposes us to a number of
significant  risks,  including:

-    reduced  control  over delivery schedules, quality assurance, manufacturing
     yields  and  production  costs;

-    lack  of  guaranteed  production  capacity  or  product  supply;  and

-    reliance on third-party manufacturers to maintain competitive manufacturing
     technologies.

     Our  agreements with these manufacturers provide for services on a purchase
order basis. If our manufacturers were to become unable or unwilling to continue
to  manufacture  our  products  in  required  volumes,  at  acceptable  quality,
quantity,  yields  and  costs,  or  in  a  timely  manner, our business would be
seriously  harmed. As a result, we would have to attempt to identify and qualify
substitute manufacturers, which could be time consuming and difficult, and might
result  in  unforeseen  manufacturing  and  operations problems. Moreover, if we
shift  products  among  third-party  manufacturers,  we  may  incur  substantial
expenses,  risk  material  delays,  or  encounter  other  unexpected issues. For
example,  in  the  third quarter of fiscal 2003 we encountered product shortages
related  to  the transition to a third-party manufacturer. This product shortage
contributed  to our net revenues falling below our publicly announced estimates.

     In addition, a natural disaster could disrupt our manufacturers' facilities
and  could  inhibit  our manufacturers' ability to provide us with manufacturing
capacity on a timely basis, or at all. If this were to occur, we likely would be
unable to fill customers' existing orders or accept new orders for our products.
The  resulting  decline  in  net  revenues  would harm our business. We also are
responsible  for  forecasting  the  demand  for  our  individual products. These
forecasts  are  used  by our contract manufacturers to procure raw materials and
manufacture  our  finished  goods. If we forecast demand too high, we may invest
too  much  cash  in  inventory  and we may be forced to take a write-down of our
inventory  balance,  which would reduce our earnings. If our forecast is too low
for one or more products, we may be required to pay expedite charges which would
increase  our  cost  of revenues or we may be unable to fulfill customer orders,
thus  reducing  net  revenues  and  therefore  earnings.


                                       35



     BECAUSE WE ARE DEPENDENT ON INTERNATIONAL SALES FOR A SUBSTANTIAL AMOUNT OF
OUR  NET  REVENUES,  WE  FACE THE RISKS OF INTERNATIONAL BUSINESS AND ASSOCIATED
CURRENCY  FLUCTUATIONS,  WHICH  MIGHT  ADVERSELY  AFFECT  OUR OPERATING RESULTS.

     Net  revenues  from international sales represented 31%, 24% and 17% of net
revenues  for  the  years  ended June 30, 2004, 2003 and 2002, respectively. Net
revenues  from  Europe  represented 23%, 21% and 14% of our net revenues for the
years  ended  June  30, 2004, 2003 and 2002, respectively. Our revenues in Japan
and  the  People's  Republic  of  China  are  increasing,  as  well.

     We  expect  that  international  revenues  will  continue  to  represent  a
significant  portion  of  our  net  revenues  in  the  foreseeable future. Doing
business internationally involves greater expense and many additional risks. For
example,  because  the  products we sell abroad and the products and services we
buy  abroad  are  priced  in  foreign currencies, we are affected by fluctuating
exchange  rates.  In  the  past, we have from time to time lost money because of
these fluctuations. We might not successfully protect ourselves against currency
rate fluctuations, and our financial performance could be harmed as a result. In
addition,  we  face  other  risks  of doing business internationally, including:

-    unexpected  changes  in  regulatory  requirements,  taxes,  trade  laws and
     tariffs;

-    reduced  protection  for  intellectual  property  rights in some countries;

-    differing  labor  regulations;

-    compliance  with  a  wide  variety  of  complex  regulatory  requirements;

-    changes  in  a  country's  or  region's  political  or economic conditions;

-    greater  difficulty  in  staffing  and  managing  foreign  operations;  and

-    increased  financial  accounting  and  reporting  burdens and complexities.

     Our  international  operations  require  significant  attention  from  our
management  and  substantial  financial  resources.  We  do not know whether our
investments  in  other  countries will produce desired levels of net revenues or
profitability.

     OUR  EXECUTIVE  OFFICERS  AND  TECHNICAL  PERSONNEL  ARE  CRITICAL  TO  OUR
BUSINESS,  AND  WITHOUT  THEM  WE  MIGHT  NOT  BE  ABLE  TO EXECUTE OUR BUSINESS
STRATEGY.

     Our  financial  performance depends substantially on the performance of our
executive  officers  and  key  employees. We are dependent in particular on Marc
Nussbaum,  who  serves  as  our President and Chief Executive Officer, and James
Kerrigan,  who  serves  as  our  Chief  Financial Officer. We have no employment
contracts with those executives who are at-will employees. We are also dependent
upon  our  technical  personnel,  due to the specialized technical nature of our
business.  If  we  lose the services of Mr. Nussbaum, Mr. Kerrigan or any of our
key  personnel  and  are  not  able to find replacements in a timely manner, our
business  could  be disrupted, other key personnel might decide to leave, and we
might  incur  increased  operating  expenses  associated  with  finding  and
compensating  replacements.

     THERE  IS  A  RISK  THAT  OUR OEM CUSTOMERS WILL DEVELOP THEIR OWN INTERNAL
EXPERTISE  IN  NETWORK-ENABLING PRODUCTS, WHICH COULD RESULT IN REDUCED SALES OF
OUR  PRODUCTS.

     For  most of our existence, we primarily sold our products to distributors,
VARs  and system integrators. Although we intend to continue to use all of these
sales  channels,  we have begun to focus more heavily on selling our products to
OEMs.  Selling  products  to OEMs involves unique risks, including the risk that
OEMs  will  develop  internal  expertise  in  network-enabling  products or will
otherwise  provide  network  functionality  to  their products without using our
device  networking  solutions.  If  this  were  to  occur, our stock price could
decline  in  value  and  you  could  lose  part  or  all  of  your  investment.

     NEW  PRODUCT  INTRODUCTIONS AND PRICING STRATEGIES BY OUR COMPETITORS COULD
ADVERSELY  AFFECT  OUR  ABILITY TO SELL OUR PRODUCTS AND COULD REDUCE OUR MARKET
SHARE  OR  RESULT  IN  PRESSURE  TO  REDUCE  THE  PRICE  OF  OUR  PRODUCTS.

     The  market  for  our  products  is intensely competitive, subject to rapid
change  and  is  significantly affected by new product introductions and pricing
strategies of our competitors. We face competition primarily from companies that
network-enable  devices,  semiconductor  companies,  companies in the automation
industry  and  companies  with significant networking expertise and research and


                                       36



development resources. Our competitors might offer new products with features or
functionality  that are equal to or better than our products. In addition, since
we  work  with open standards, our customers could develop products based on our
technology  that  compete  with  our  offerings.  We  might  not have sufficient
engineering  staff  or  other required resources to modify our products to match
our  competitors.  Similarly,  competitive pressure could force us to reduce the
price of our products. In each case, we could lose new and existing customers to
our  competition.  If this were to occur, our net revenues could decline and our
business  could  be  harmed.

     WE CARRY INVENTORY AND THERE IS A RISK WE MAY BE UNABLE TO DISPOSE OF THEM.

     Our  products  and  therefore  our inventories are subject to technological
risk.  At  any  time  either  new  products  may  enter  the market or prices of
competitive products may be introduced with more attractive features or at lower
prices than ours. There is a risk that we may be unable to sell our inventory in
a  timely  manner  to  avoid  their  becoming obsolete. As of June 30, 2004, our
inventories  including  raw  materials,  finished  goods  and  inventory  at
distributors,  were  valued  at  $12.7  million  and  we had excess and obsolete
inventory  reserves  of  $6.0  million against these inventories. As of June 30,
2003,  our inventories, including raw materials, finished goods and inventory at
distributors  were  valued  at  $14.0  million  and we had reserved $8.0 million
against  these  inventories.  In  the  event  we  are  required to substantially
discount  our  inventory or are unable to sell our inventory in a timely manner,
we would be required to increase our reserves and our operating results could be
substantially  harmed.

     OUR  INTELLECTUAL  PROPERTY  PROTECTION  MIGHT  BE  LIMITED.

     We  have  not  historically  relied  on  patents to protect our proprietary
rights,  although we are now building a patent portfolio. We rely primarily on a
combination  of  laws,  such  as copyright, trademark and trade secret laws, and
contractual  restrictions,  such  as confidentiality agreements and licenses, to
establish  and  protect  our proprietary rights. Despite any precautions that we
have  taken:

-    laws  and  contractual  restrictions  might  not  be  sufficient to prevent
     misappropriation  of our technology or deter others from developing similar
     technologies;

-    other companies might claim common law trademark rights based upon use that
     precedes  the  registration  of  our  marks;

-    other  companies  might  assert  other  rights to market products using our
     trademarks;

-    policing  unauthorized  use  of  our  products and trademarks is difficult,
     expensive  and  time-consuming,  and  we  might  be unable to determine the
     extent  of  this  unauthorized  use;

-    courts may determine that our software programs use open source software in
     such  a  way  that  deprives  the  entire programs of intellectual property
     protection;  and

-    current  federal  laws  that prohibit software copying provide only limited
     protection  from  software  pirates.

     Also,  the  laws  of other countries in which we market and manufacture our
products  might  offer  little  or  no  effective  protection of our proprietary
technology.  Reverse engineering, unauthorized copying or other misappropriation
of  our  proprietary  technology  could enable third-parties to benefit from our
technology  without  paying  us  for  it,  which  could  significantly  harm our
business.


ITEM  7A.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURE  ABOUT  MARKET  RISK

     Our exposure to market risk for changes in interest rates relates primarily
to  our investment portfolio. We do not use derivative financial instruments for
speculative  or  trading  purposes. We place our investments in instruments that
meet  high  credit  quality  standards,  as  specified in our investment policy.
Information  relating  to  quantitative  and qualitative disclosure about market
risk  is  set  forth  below  and  in  "Management's  Discussion  and Analysis of
Financial  Condition and Results of Operations-Liquidity and Capital Resources."

INTEREST  RATE  RISK

     Our  exposure  to  interest rate risk is limited to the exposure related to
our  cash,  cash  equivalents,  marketable securities and our credit facilities,
which  is  tied  to  market interest rates. As of June 30, 2004 and 2003, we had
cash  and cash equivalents of $9.1 million and $7.3 million, respectively, which
consisted  of cash and short-term investments with original maturities of ninety
days  or  less,  both  domestically and internationally. As of June 30, 2004 and
2003,  we  had  marketable  securities  of  $3.1  million  and  $7.0  million,
respectively,  consisting  of  obligations  of  U.S. Government agencies, state,


                                       37



municipal  and  county  government  notes  and  bonds. We believe our marketable
securities  will  decline  in value by an insignificant amount if interest rates
increase,  and  therefore  would  not  have  a  material effect on our financial
condition  or  results  of  operations.

FOREIGN  CURRENCY  RISK

     We  sell products internationally. As a result, our financial results could
be  harmed by factors such as changes in foreign currency exchange rates or weak
economic  conditions  in  foreign  markets.

INVESTMENT  RISK

     As  of June 30, 2003, we had a net investment of $5.4 million, in Xanboo, a
privately  held  company  which  can  still  be  considered  in  the start-up or
development  stage. We performed an analysis and recorded a charge in the amount
of  $5.0  million,  representing  a  write-off  of  all  remaining value of this
non-marketable equity security. This charge was included within the consolidated
statements  of  operations  as  other  expense.


ITEM  8.      FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

     The  financial  statements and supplementary data required by this item are
incorporated  by  reference  from  Part  IV,  Item  15 of this Form 10-K and are
presented  beginning  on  page  F-1.


ITEM  9.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

     Not  Applicable.

ITEM  9A.     CONTROLS  AND  PROCEDURES

     (a)  Evaluation  of  disclosure  controls  and  procedures.

     We  carried  out  an  evaluation,  under  the  supervision  and  with  the
participation  of  our management, including our Chief Executive Officer and our
Chief Financial Officer, of the effectiveness of the design and operation of our
disclosure  controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934 (the "Exchange Act")) as of the end of
our fiscal year. Based upon that evaluation, our Chief Executive Officer and our
Chief  Financial  Officer  concluded that our disclosure controls and procedures
are sufficiently effective in ensuring that information required to be disclosed
by  us  in  reports  that  we file or submit under the Exchange Act is recorded,
processed,  summarized  and  reported  within  the  time  periods  specified  in
Securities  and  Exchange  Commission's  rules  and  instructions for Form 10-K.

     (b)  Changes  in  internal  controls.

      There  have  been  no  changes  in  our  internal  control  over financial
reporting  identified  in  connection  with  our evaluation as of the end of our
fiscal  year that occurred during such quarter that have materially affected, or
are  reasonably likely to materially affect, our internal control over financial
reporting.  We  are aware that any system of controls, however well designed and
operated,  can  only  provide  reasonable,  and not absolute, assurance that the
objectives  of  the  system are met, and that maintenance of disclosure controls
and  procedures  is  an  ongoing  process  that  may  change  over  time.


                                       38



                                    PART III

ITEM  10.     DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

(a)  The information required by Item 10 of this Annual Report on Form 10-K with
     respect  to  identification  of directors is incorporated by reference from
     the  information contained in the section captioned "Election of Directors"
     in  Lantronix's  definitive  Proxy  Statement  for  the  Annual  Meeting of
     Stockholders  to be held November 18, 2004 (the Proxy Statement), a copy of
     which  will be filed with the Securities and Exchange Commission before the
     meeting  date.  For  information  with respect to the executive officers of
     Lantronix,  see  "Executive Officers of the Registrant" included in Part I,
     Item  4  of  this  report.

(b)  For  information regarding our Directors Code of Ethics and compliance with
     Section  16(a) of the Securities Exchange Act of 1934, we direct you to the
     sections entitled Proposal I - Election of Directors, Audit Committee, Code
     of  Ethics  and Complaint Procedures and Section 16(a) Beneficial Ownership
     Reporting  Compliance, respectively, in the Proxy Statement we will deliver
     to  our  stockholders in connection with our Annual Meeting of Stockholders
     to  be  held  on  November  18,  2004. We are incorporating the information
     contained  in  those  sections of our Proxy Statement, herein by reference.

ITEM  11.     EXECUTIVE  COMPENSATION

     The  information  required by Item 11 of this Annual Report on Form 10-K is
incorporated  by  reference  from  the  information  contained  in  the  section
captioned  "Executive  Compensation  and  Related  Information"  in  the  Proxy
Statement,  which  we  will  deliver  to our stockholders in connection with our
Annual  Meeting  of  Stockholders  to  be  held  on  November  18,  2004.

ITEM  12.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

     The  information  required by Item 12 of this Annual Report on Form 10-K is
incorporated  by  reference  from  the  information  contained  in  the sections
captioned  "Election of Directors" and "Security Ownership of Certain Beneficial
Owners  and  Management"  in  the  Proxy  Statement which we will deliver to our
stockholders in connection with our Annual Meeting of Stockholders to be held on
November  18,  2004.

ITEM  13.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     Except  as  set  forth  below,  the information required by Item 13 of this
Annual  Report  on  Form  10-K is incorporated by reference from the information
contained  in  the  sections  captioned  "Election  of  Directors" and "Security
Ownership  of  Certain  Beneficial Owners and Management" in the Proxy Statement
which  we will deliver to our stockholders in connection with our Annual Meeting
of  Stockholders  to  be  held  on  November  18,  2004.

     Howard  Slayen,  a  member  of  our  Board  of Directors also serves as our
nominee  to  the  Xanboo  Board  of Directors. Marc Nussbaum our Chief Executive
Officer  also  served as a nominee to the Xanboo Board of Directors prior to his
resignation  from  the  Xanboo  board  in  August  2003.

     One  international  customer,  transtec AG, which is a related party due to
common  ownership by our largest stockholder and former Chairman of our Board of
Directors,  Bernhard  Bruscha,  accounted for approximately 3%, 4% and 5% of our
net  revenues for the years ended June 30, 2004, 2003 and 2002, respectively. We
also  had  an  agreement with transtec AG for the provision of technical support
services  at  the  rate  of  $7,500  per  month,  which has now been terminated.
Included  in  selling,  general  and administrative expenses are $90,000 for the
year  ended June 30, 2002. No similar expenses were recorded for the years ended
June  30,  2004  and  2003.

ITEM  14.     PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES.

     The  information  under  the  caption  "Fees Paid to Independent Auditors,"
appearing  in  the  Proxy Statement which we will deliver to our stockholders in
connection  with  our  Annual Meeting of Stockholders to be held on November 18,
2004,  is  incorporated  herein  by  reference.


                                       39



                                     PART IV

ITEM  15.     EXHIBITS,  FINANCIAL  STATEMENTS,  SCHEDULE  AND  REPORTS ON 8-K.

(a)     1.  Consolidated  Financial  Statement

     The  following  financial  statement  schedule  of  the Company and related
Report of Independent Registered Public Accounting Firm is filed as part of this
Form  10-K.




                                                                                                     PAGE
                                                                                                  ----------
                                                                                               
Report of Independent  Registered  Public  Accounting  Firm. . . . . . . . . . . . . . . . . . .  F-1
Consolidated Balance Sheets as of June 30, 2004 and 2003 . . . . . . . . . . . . . . . . . . . .  F-2
Consolidated Statements of Operations for the years ended June 30, 2004, 2003 and 2002 . . . . .  F-3
Consolidated Statements of Stockholders' Equity for the years ended June 30, 2004, 2003 and 2002  F-4
Consolidated Statements of Cash Flows for the years ended June 30, 2004, 2003 and 2002 . . . . .  F-5
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-6 - F-29



     2.   Financial  Statement  Schedule

     The  following  financial  statement  schedule  of  the Company and related
Report of Independent Registered Public Accounting Firm is filed as part of this
Form  10-K.



                                                                                PAGE
                                                                                -----
                                                                          
  (1)  Report  of  Independent Registered Public Accounting Firm on 
       Financial Statement Schedule. . . . . . . . . . . . . . . . . . . . . .  S-1
  (2)  Schedule II-Consolidated Valuation and Qualifying Accounts. . . . . . .  S-2



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

     3.  Exhibits

     The  exhibits  listed  on  the  accompanying  index to exhibits immediately
follow  the financial statements are filed as part of, or hereby incorporated by
reference  into,  this  Form  10-K.

(b)      Reports  on  Form  8-K.

     We filed the following current reports on Form 8-K during the quarter ended
June  30,  2004:

     Form 8-K filed on April 2, 2004, Lantronix, reporting the Company's sale of
its  Premise  software  unit  assets to an undisclosed buyer for $1.0 million in
cash.

     Form  8-K filed on May 7, 2004 reporting the results of the Company's third
fiscal  quarter  ended  March 31, 2004, with selected consolidated balance sheet
data  and  selected  unaudited  consolidated  statement  of  operations  data.



                                       40



            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The  Board  of  Directors  and  Stockholders  Lantronix,  Inc.

     We  have audited the accompanying consolidated balance sheets of Lantronix,
Inc.  as  of  June 30, 2004 and 2003, and the related consolidated statements of
operations,  stockholders' equity, and cash flows for each of the three years in
the  period  ended  June  30,  2004.  These  financial  statements  are  the
responsibility  of the Company's management. Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audits.

We  conducted  our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  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.

     In  our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Lantronix, Inc.
at  June  30,  2004 and 2003, and the consolidated results of its operations and
its cash flows for each of the three years in the period ended June 30, 2004, in
conformity  with  U.S.  generally  accepted  accounting  principles.

     As  discussed  in  Note  5, effective July 1, 2001, the Company adopted the
provisions of Statement of Financial Accounting Standards No. 142, "Goodwill and
Other  Intangible  Assets."

/s/  ERNST  &  YOUNG  LLP

Orange  County,  California
September  10,  2004


                                      F-1



                                 LANTRONIX, INC.

                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)




                                                                                  JUNE 30,
                                                                                  --------
                                                                           2004              2003
                                                                         ---------         ---------
ASSETS
                                                                                     
Current assets:
Cash and cash equivalents                                                $   9,128         $   7,328 
Marketable securities                                                        3,050             6,750 
Accounts receivable (net of allowance for doubtful accounts
of $177 and $572 at June 30, 2004 and 2003, respectively)                    3,242             3,818 
Inventories                                                                  6,677             6,011 
Contract manufacturers receivable (net of allowance of $38
and $62 at June 30, 2004 and 2003, respectively)                               999             1,744 
Prepaid expenses and other current assets                                    1,450             3,834 
Assets of discontinued operations                                                -             3,590 
                                                                         ----------        ----------
Total current assets                                                        24,546            33,075 
Property and equipment, net                                                    865             2,384 
Goodwill                                                                     9,488             9,488 
Purchased intangible assets, net                                             2,056             4,275 
Long-term investments                                                            -             5,458 
Officer loans (net of allowance of $4,470 at June 30, 2004
and 2003, respectively)                                                        110               104 
Other assets                                                                   185               163 
                                                                         ----------        ----------
Total assets                                                             $  37,250         $  54,947 
                                                                         ==========        ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable                                                         $   4,049         $   4,774 
Accrued payroll and related expenses                                         1,599             1,185 
Due to Gordian                                                                   -             1,000 
Accrued litigation settlement                                                    -             1,533 
Warranty reserve                                                             1,770             1,193 
Restructuring reserve                                                          752             3,235 
Other current liabilities                                                    2,922             2,604 
Liabilities of discontinued operations                                           -               239 
Convertible note payable                                                       867                 - 
Bank line of credit                                                            500                 - 
                                                                         ----------        ----------
Total current liabilities                                                   12,459            15,763 
Deferred income taxes                                                            -               600 
Convertible note payable                                                         -               867 

Commitments and contingencies

Stockholders' equity:
Preferred stock, $0.0001 par value; 5,000,000 shares authorized;
none issued and outstanding                                                      -                 - 
Common stock, $0.0001 par value; 200,000,000 shares authorized;
58,154,747 and 55,425,774 shares issued and outstanding at
June 30, 2004 and 2003, respectively                                             6                 6 
Additional paid-in capital                                                 180,712           178,628 
Deferred compensation                                                         (103)             (695)
Accumulated deficit                                                       (156,078)         (140,424)
Accumulated other comprehensive gain                                           254               202 
                                                                         ----------        ----------
Total stockholders' equity                                                  24,791            37,717 
                                                                         ----------        ----------
Total liabilities and stockholders' equity                               $  37,250         $  54,947 
                                                                         ==========        ==========


                            See accompanying notes.


                                      F-2



                                 LANTRONIX, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)



                                                                          YEARS ENDED JUNE 30,
                                                                          --------------------
                                                                       2004       2003       2002
                                                                     ---------  ---------  ---------
                                                                                  
Net revenues (A)                                                     $ 48,885   $ 49,389   $ 57,591 
Cost of revenues (B)                                                   25,026     36,264     40,281 
                                                                     ---------  ---------  ---------
Gross profit                                                           23,859     13,125     17,310 
                                                                     ---------  ---------  ---------
Operating expenses:
  Selling, general and administrative (C)                              23,293     28,660     40,538 
  Research and development (C)                                          7,813      9,430      8,680 
  Stock-based compensation (B) (C)                                        347      1,453      2,863 
  Amortization of purchased intangible assets                             148        602        960 
  Impairment of goodwill and purchased intangible assets                    -      2,353     50,445 
  Restructuring (recovery) charges                                     (2,093)     5,600      3,473 
  Litigation settlement costs                                               -      1,533      1,912 
                                                                     ---------  ---------  ---------
Total operating expenses                                               29,508     49,631    108,871 
                                                                     ---------  ---------  ---------
Loss from operations                                                   (5,649)   (36,506)   (91,561)
Interest income (expense), net                                             50        248      1,548 
Other income (expense), net                                            (5,333)      (926)      (760)
                                                                     ---------  ---------  ---------
Loss before income taxes and cumulative effect of an
accounting change                                                     (10,932)   (37,184)   (90,773)
Provision (benefit) for income taxes                                     (325)       250     (6,665)
                                                                     ---------  ---------  ---------
Loss from continuing operations before cumulative effect of an
accounting change                                                     (10,607)   (37,434)   (84,108)
Loss from discontinued operations                                      (5,047)   (10,115)    (3,444)
                                                                     ---------  ---------  ---------
Loss before cumulative effect of an accounting change                 (15,654)   (47,549)   (87,552)
Cumulative effect of adoption of new accounting standard,
SFAS No. 142                                                                -          -     (5,905)
                                                                     ---------  ---------  ---------
Net loss                                                             $(15,654)  $(47,549)  $(93,457)
                                                                     =========  =========  =========
Basic and diluted loss per share from continuing operations before
cumulative effect of an accounting change                            $  (0.19)  $  (0.69)  $  (1.63)
Loss from discontinued operations                                       (0.09)     (0.19)     (0.07)
                                                                     ---------  ---------  ---------
Loss before cumulative effect of an accounting change                   (0.28)     (0.88)     (1.70)
Cumulative effect of adoption of new accounting standard,
SFAS No. 142                                                                -          -      (0.12)
                                                                     ---------  ---------  ---------
Basic and diluted net loss per share                                 $  (0.28)  $  (0.88)  $  (1.82)
                                                                     =========  =========  =========
Weighted average shares (basic and diluted)                            56,862     54,329     51,403 
                                                                     =========  =========  =========

(A) Includes revenues from related parties                           $  1,416   $  1,845   $  2,644 
                                                                     =========  =========  =========
(B) Cost of revenues includes the following:
Amortization of purchased intangible assets                          $  2,071   $  3,619   $  2,223 
Impairment of purchased intangible assets                                   -      3,082      6,448 
Stock-based compensation                                                   48         89        117 
                                                                     ---------  ---------  ---------
                                                                     $  2,119   $  6,790   $  8,788 
                                                                     =========  =========  =========
(C) Stock-based compensation is excluded from the following:
Selling, general and administrative expenses                         $    306   $  1,074   $  2,086 
Research and development expenses                                          41        379        777 
                                                                     ---------  ---------  ---------
                                                                     $    347   $  1,453   $  2,863 
                                                                     =========  =========  =========


                            See accompanying notes.


                                      F-3






                                                      LANTRONIX, INC.

                                        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                               (IN THOUSANDS, EXCEPT SHARE DATA)
                                                                                                          ACCUM-
                                                                     NOTES                  RETAINED      ULATED
                                                          ADDI-      RECEI-                 EARNINGS      OTHER        TOTAL
                                       COMMON STOCK      TIONAL      VABLE      DEFERRED    (ACCUM-      COMPRE-       STOCK
                                  --------------------   PAID-IN      FROM      COMPEN-      ULATED      HENSIVE      HOLDERS'
                                    SHARES     AMOUNT    CAPITAL    OFFICERS     SATION     DEFICIT)   GAIN (LOSS)     EQUITY
                                  -----------  -------  ---------  ----------  ----------  ----------  ------------  ----------
                                                                                             
Balance at June 30, 2001          43,301,803   $     4  $109,871   $    (790)  $ (10,020)  $     582   $      (151)  $  99,496 
  Issuance of common stock in
  secondary public offering        6,400,500         1    47,085           -           -           -             -      47,086 
  Stock options exercised          1,073,452         -     1,619           -           -           -             -       1,619 
  Employee stock purchase plan       178,687         -       437           -           -           -             -         437 
  Deferred compensation, net               -         -    (1,899)          -       1,899           -             -           - 
  Stock-based compensation                 -         -         -           -       3,575           -             -       3,575 
  Repayment of notes receivable            -         -         -         513           -           -             -         513 
  Provision for notes receivable
  from officers                            -         -         -         249           -           -             -         249 
  Purchase transactions            3,298,086         -    22,941           -           -           -             -      22,941 
  Repurchase of common stock               -         -      (507)          -           -           -             -        (507)
  Components of comprehensive
  loss:
    Translation adjustment                 -         -         -           -           -           -            73          73 
    Change in net unrealized
    loss on investment                     -         -         -           -           -           -           132         132 
    Net loss                               -         -         -           -           -     (93,457)            -     (93,457)
                                                                                                                     ----------
  Comprehensive loss                                                                                                   (93,252)
                                  -----------  -------  ---------  ----------  ----------  ----------  ------------  ----------
Balance at June 30, 2002          54,252,528         5   179,547         (28)     (4,546)    (92,875)           54      82,157 
  Stock options exercised            152,004         -        37           -           -           -             -          37 
  Repurchase of common stock        (448,335)        -         -           -           -           -             -           - 
  Employee stock purchase plan       406,205         -       280           -           -           -             -         280 
  Deferred compensation, net               -         -    (2,310)          -       2,548           -             -         238 
  Stock-based compensation                 -         -         -           -       1,303           -             -       1,303 
  Repayment of notes receivable            -         -         -          28           -           -             -          28 
  Premise settlement               1,063,372         1     1,074           -           -           -             -       1,075 
  Components of comprehensive
  loss:
    Translation adjustment                 -         -         -           -           -           -           148         148 
    Net loss                               -         -         -           -           -     (47,549)            -     (47,549)
                                                                                                                     ----------
  Comprehensive loss                                                                                                   (47,401)
                                  -----------  -------  ---------  ----------  ----------  ----------  ------------  ----------
Balance at June 30, 2003          55,425,774         6  $178,628          (-)       (695)   (140,424)          202      37,717 
  Stock options exercised            496,335         -       359           -           -           -             -         359 
  Employee stock purchase plan       505,935         -       369           -           -           -             -         369 
  Deferred compensation, net               -         -      (197)          -         197           -             -           - 
  Stock-based compensation                 -         -         -           -         395           -             -         395 
  Dunstan settlement               1,726,703         -     1,553           -           -           -             -       1,553 
  Components of comprehensive
  loss:
    Translation adjustment                 -         -         -           -           -           -            52          52 
    Net loss                               -         -         -           -           -     (15,654)            -     (15,654)
                                                                                                                     ----------
  Comprehensive loss                                                                                                   (15,602)
                                                                                                                     ----------
Balance at June 30, 2004          58,154,747   $     6  $180,712   $      (-)  $    (103)  $(156,078)  $       254   $  24,791 
                                  ===========  =======  =========  ==========  ==========  ==========  ============  ==========

                                                   See accompanying notes.



                                      F-4



                                 LANTRONIX, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)




                                                                                    YEARS ENDED JUNE 30,
                                                                                    --------------------
                                                                                 2004       2003       2002
                                                                               ---------  ---------  ---------
                                                                                            
Cash flows from operating activities:
Net loss from continuing operations                                            $(10,607)  $(37,434)  $(90,013)
Net loss from discontinued operations                                            (5,047)   (10,115)    (3,444)
Adjustments to reconcile net loss to net cash used in operating activities:
Cumulative effect of adoption of new accounting standard, SFAS No. 142                -          -      5,905 
Depreciation                                                                      1,742      2,361      2,465 
Amortization of purchased intangible assets                                       2,219      4,221      3,183 
Impairment of goodwill and purchased intangible assets                                -      5,435     56,893 
Stock-based compensation                                                            395      1,542      2,980 
Deferred income taxes                                                              (600)         -     (5,594)
Provision for officer loans                                                           -          -      4,403 
Loss on sale of long-term investment                                                 31          -          - 
Restructuring (recovery) charges                                                 (1,551)     5,600      3,473 
Litigation settlement costs                                                           -      1,533      1,912 
Equity losses from unconsolidated businesses                                        413      1,303      1,002 
Provision for doubtful accounts                                                    (164)      (473)     1,680 
Provision for inventory reserves                                                    368      4,189      3,443 
Revaluation of strategic investment                                               5,007          -        500 
Loss on disposal of assets                                                           25          -          - 
Changes in operating assets and liabilities, net of effect from acquisitions:
Accounts receivable                                                                 708      2,875      2,557 
Inventories                                                                         199        581       (456)
Contract manufacturers receivable                                                   777       (154)         - 
Prepaid expenses and other current assets                                         1,173      1,729     (1,034)
Other assets                                                                        (28)       148     (2,404)
Accounts payable                                                                   (725)       195     (3,857)
Due to related party                                                                  -       (246)      (541)
Due to Gordian                                                                   (1,000)    (2,000)     3,000 
Accrued Lightwave settlement                                                          -     (2,004)         - 
Warranty reserve                                                                    577        714        (83)
Restructuring reserve                                                              (932)    (2,772)
Net assets of discontinued operations                                             3,351      7,108      1,790
Other current liabilities                                                           732     (1,906)      (590)
                                                                               ---------  ---------  ---------
Net cash used in operating activities                                            (2,937)   (17,570)   (12,830)
                                                                               ---------  ---------  ---------
Cash flows from investing activities:
Purchases of property and equipment, net                                           (248)      (222)    (2,750)
Purchases of marketable securities                                                 (552)   (11,000)    (9,490)
Purchase of intellectual property                                                     -          -     (6,000)
Purchases of minority investments                                                     -          -     (7,288)
Proceeds from sale of long-term investment                                            7 
Proceeds from sale of marketable securities                                       4,252     11,250      4,500 
Acquisition of businesses, net of cash acquired                                       -     (2,114)    (4,746)
                                                                               ---------  ---------  ---------
Net cash used in investing activities                                             3,459     (2,086)   (25,774)
                                                                               ---------  ---------  ---------
Cash flows from financing activities:
Net proceeds from underwritten offerings of common stock                              -          -     47,085 
Net proceeds from other issuances of common stock                                   726        317      2,057 
Proceeds from repayment of notes receivable from officers                             -         28        513 
Borrowings on revolving line of credit                                              500          -          - 
                                                                               ---------  ---------  ---------
Net cash provided by financing activities                                         1,226        345     49,655 
Effect of exchange rates on cash                                                     52        148         73 
                                                                               ---------  ---------  ---------
Net increase (decrease) in cash                                                   1,800    (19,163)    11,124 
Cash and cash equivalents at beginning of year                                    7,328     26,491     15,367 
                                                                               ---------  ---------  ---------
Cash and cash equivalents at end of year                                       $  9,128   $  7,328   $ 26,491 
                                                                               =========  =========  =========
Supplemental disclosure of cash flow information:
Interest paid                                                                  $     43   $     13   $     49 
Income taxes paid                                                              $    708   $     49   $    210 


                                           See accompanying notes.




                                      F-5



                                 LANTRONIX, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2004

1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

The  Company

     Lantronix,  Inc.  (the  "Company"), incorporated in California in June 1989
and  re-incorporated  in the State of Delaware in May 2000, is engaged primarily
in  the design and distribution of networking and Internet connectivity products
on  a  worldwide  basis. The actual assembly and a portion of the engineering of
the  Company's  products  are  outsourced  to  third  parties.

     The  Company  has incurred losses from operations and has reported negative
operating  cash  flows.  As  of  June  30,  2004, the Company had an accumulated
deficit  of  $156.1 million and cash, cash equivalents and marketable securities
of  $12.2  million. The Company has no material financial commitments other than
$500,000 in borrowings under a line of credit, $867,000 convertible note payable
which was paid in August 2004, operating lease agreements and inventory purchase
orders.  The  Company  believes  that  its  existing  cash, cash equivalents and
marketable securities, and any cash generated from operations will be sufficient
to  fund  its  working  capital  requirements,  capital  expenditures  and other
obligations  through  the  next  12  months.  Long  term  the  Company  may face
significant  risks  associated  with  the  successful  execution of its business
strategy  and  may  need to raise additional capital in order to fund more rapid
expansion,  to  expand  its  marketing  activities,  to  develop  new or enhance
existing  services  or  products,  and to respond to competitive pressures or to
acquire  complementary  services, businesses, or technologies. If the Company is
not  successful  in generating sufficient cash flow from operations, it may need
to  raise  additional  capital  through  public  or private financing, strategic
relationships,  or  other  arrangements.

Basis  of  Presentation

     The  consolidated  financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All significant intercompany transactions and
balances  have been eliminated in consolidation. At June 30, 2004, approximately
$2.9  million  of  the  Company's  net  tangible  assets (primarily cash held in
foreign  bank  accounts) were located outside the United States. Such assets are
unrestricted with regard to foreign liquidity needs, however, the ability of the
Company  to  utilize  such  assets  to  satisfy  liquidity needs outside of such
foreign  locations  are  subject  to  approval  by the foreign location board of
directors.

     In  March  2004, the Company completed the sale of substantially all of the
net  assets  of  Premise  Systems,  Inc.  ("Premise")  (Note  7).  The Company's
consolidated  financial  statements  have been presented to reflect Premise as a
discontinued  operation  for  all  periods.

Use  of  Estimates

     The  preparation  of  financial  statements  in  conformity with accounting
principles  generally  accepted in the United States requires management to make
estimates  and  assumptions  that  affect  the amounts reported in the financial
statements and accompanying notes. The industry in which the Company operates is
characterized  by rapid technological change and short product life cycles. As a
result,  estimates  made  in  preparing  the  financial  statements  include the
allowance  for  doubtful  accounts,  sales  returns  and  allowances,  inventory
reserves,  allowance  for  officer  loans,  strategic  investments, goodwill and
purchased  intangible  asset  valuations,  deferred  income  tax asset valuation
allowances,  warranty  reserves,  restructuring  costs,  litigation  and  other
contingencies.  To  the  extent there are material differences between estimates
and  the  actual  results,  future  results  of  operations  will  be  affected.

Revenue  Recognition

     The  Company does not recognize revenue until all of the following criteria
are  met: persuasive evidence of an arrangement exists; delivery has occurred or
services  have  been  rendered;  the  Company's  price  to the buyer is fixed or
determinable; and collectibility is reasonably assured. Commencing July 1, 2000,
the  Company  adopted  a new accounting policy for revenue recognition such that
recognition  of  revenue and related gross profit from sales to distributors are
deferred  until  the  distributor  resells the product. Net revenue from certain
smaller  distributors,  for which point-of-sale information is not available, is
recognized  one  month  after  the shipment date. This estimate approximates the
timing  of  the  sale  of  the  product by the distributor to the end user. When
product  sales  revenue  is  recognized,  the  Company  establishes an estimated
allowance  for  future  product  returns based on historical returns experience;
when  price  reductions  are approved, it establishes an estimated liability for
price  protection  payable  on  inventories  owned  by product resellers. Should
actual  product  returns  or pricing adjustments exceed the Company's estimates,


                                      F-6



additional  reductions  to  revenues would result. Revenue from the licensing of
software  is recognized at the time of shipment (or at the time of resale in the
case  of  software products sold through distributors), provided the Company has
vendor-specific  objective  evidence  of  the  fair value of each element of the
software  offering  and  collectibility  is probable. Revenue from post contract
customer  support  and  any other future deliverables is deferred and recognized
over  the  support  period  or as contract elements are delivered. The Company's
products typically carry a ninety day to two year warranty. Although the Company
engages  in  extensive  product  quality  programs  and  processes, its warranty
obligation  is  affected  by  product failure rates, use of materials or service
delivery  costs that differ from our estimates. As a result, additional warranty
reserves  could be required, which could reduce gross margins. Additionally, the
Company sells extended warranty services which extend the warranty period for an
additional  one  to  three years. Warranty revenue is recognized evenly over the
warranty  service  period.

Allowance  for  Doubtful  Accounts

     The  Company  maintains  an  allowance  for doubtful accounts for estimated
losses  resulting from the inability of its customers to make required payments.
The  Company's allowance for doubtful accounts is based on its assessment of the
collectibility  of specific customer accounts, the aging of accounts receivable,
the Company's history of bad debts and the general condition of the industry. If
a  major  customer's credit worthiness deteriorates, or the Company's customers'
actual defaults exceed its historical experience, its estimates could change and
impact  its  reported  results.  The  Company  also  maintains  a  reserve  for
uncertainties  relative  to  the collection of officer notes receivable. Factors
considered  in  determining  the  level of this reserve include the value of the
collateral  securing  the  notes,  our ability to effectively enforce collection
rights  and  the  ability  of  the  former  officers to honor their obligations.

Concentration  of  Credit  Risk

     The  Company's  accounts  receivable  are derived from revenues earned from
customers  located  throughout  North  America,  Europe  and  Asia.  The Company
performs  ongoing  credit  evaluations of its customers' financial condition and
maintains  allowances  for  potential  credit  losses.  Credit  losses  have
historically  been  within management's expectations. The Company generally does
not require collateral or other security from its customers. The Company invests
its  excess  cash  in  deposits  with  major banks, in U.S. Government agencies,
state,  municipal  and  county  governments  notes  and  bonds.

Fair  Value  of  Financial  Instruments

     The  Company's  financial  instruments  consist  principally  of cash, cash
equivalents,  marketable  securities,  accounts  receivable,  notes  receivable,
contract  manufacturer receivable, accounts payable, convertible debt, bank line
of  credit  and  accrued  liabilities. The Company believes all of the financial
instruments'  recorded  values  approximate  current values because of the short
maturities  of  these  investments.

Marketable  Securities

     The  Company  classifies  its  marketable securities as available for sale.
Marketable securities consist of obligations of U.S. Government agencies, state,
municipal  and county governments notes and bonds which can be readily converted
to  cash.

Foreign  Currency  Translation

     The  financial statements of foreign subsidiaries whose functional currency
is  not  the U.S. dollar have been translated to U.S. dollars in accordance with
Statement  of  Financial Accounting Standards ("SFAS") No. 52, "Foreign Currency
Translation."  Foreign  currency assets and liabilities are remeasured into U.S.
dollars  at  the  end-of-period  exchange  rates.  Revenues  and  expenses  are
translated  at  average  exchange rates in effect during each period, except for
those  expenses  related  to  balance  sheet  amounts,  which  are translated at
historical  exchange  rates.  Exchange  gains  and  losses from foreign currency
translations are reported as a component of accumulated other comprehensive gain
(loss)  within  stockholders'  equity.  Exchange  gains  and losses from foreign


                                      F-7



currency transactions are recognized in the consolidated statement of operations
and  historically  have  not  been  material.

Cash  and  Cash  Equivalents

     Cash  and  cash equivalents consist of cash and short-term investments with
original  maturities  of  ninety  days  or  less.

Investments

     The Company accounts for its investments in debt and equity securities with
readily  determinable  fair  values  that are not accounted for under the equity
method  of accounting under SFAS No. 115, "Accounting for Certain Investments in
Debt  and  Equity  Securities."  Management  determines  the  appropriate
classification  of  such securities at the time of purchase and reevaluates such
classification  as  of each balance sheet date. The investments are adjusted for
amortization  of  premiums  and  discounts  to maturity and such amortization is
included  in  interest  income.

     In  September  and  October  2001,  the  Company  paid an aggregate of $3.0
million  to  Xanboo  Inc.  ("Xanboo")  for  convertible  promissory notes, which
converted in January 2002, in accordance with their terms, into Xanboo preferred
stock. In addition, the Company purchased $4.0 million of Xanboo preferred stock
in  January 2002. The Company's ownership interest in Xanboo was 14.9% and 15.3%
at  June  30,  2004  and  2003, respectively. The Company is accounting for this
long-term  investment  under the equity method based upon the Company's ability,
through  representation  on Xanboo's board of directors, to exercise significant
influence  over  its  operations. The Company's interest in the losses of Xanboo
aggregating  $413,000, $1.3 million and $526,000 during the years ended June 30,
2004,  2003 and 2002, respectively, have been recognized as other expense in the
accompanying  consolidated  statement  of  operations.

     The  Company  periodically  reviews its investments for which fair value is
less  than cost to determine if the decline in value is other than temporary. If
the decline in value is judged to be other than temporary, the cost basis of the
security  is  written  down  to  fair  value.  The Company generally believes an
other-than-temporary  decline has occurred when the fair value of the investment
is below the carrying value for two consecutive quarters, absent evidence to the
contrary.  On  the  basis  of events occurring during the quarter ended June 30,
2004,  the  Company performed an analysis and recorded a charge in the amount of
$5.0  million,  representing  a  write-off  of  all  remaining  value  of  this
non-marketable equity security. This charge was included within the consolidated
statements  of operations as other expense. During the year ended June 30, 2002,
the  Company  recorded  a  $500,000  impairment  charge  related  to  another
non-marketable  equity investment resulting from an other-than-temporary decline
in  its  value.  This  amount was included within the consolidated statements of
operations  as  other  expense.

Inventories

     Inventories  are  stated  at  the  lower  of cost (on a first-in, first-out
basis)  or  market.  The  Company  provides  reserves  for  excess  and obsolete
inventories  determined  primarily based upon estimates of future demand for the
Company's products. Shipping and handling costs are classified as a component of
cost  of  revenues  in  the  consolidated  statements  of  operations.

Property  and  Equipment

     Property  and equipment are carried at cost. Depreciation is provided using
the  straight-line  method  over the assets' estimated useful lives ranging from
three to five years. Depreciation and amortization of leasehold improvements are
computed  using  the  shorter  of  the remaining lease term or five years. Major
renewals  and  betterments  are capitalized, while replacements, maintenance and
repairs  which  do  not improve or extend the lives of the respective assets are
expensed  as  incurred.

Long-Lived  Assets

     Long-lived assets and certain identifiable intangible assets to be held and
used  are  reviewed  for  impairment whenever events or changes in circumstances
indicate  that  the  carrying  amount  of  such  assets  may not be recoverable.
Recoverability  of assets to be held and used is measured by a comparison of the
carrying amount of an asset to future net cash flows expected to be generated by
the  asset.  If  such assets are considered to be impaired, the impairment to be
recognized  is measured by the amount by which the carrying amount of the assets
exceeds  the  fair  value  of  the  assets.


                                      F-8



Capitalized  Internal  Use  Software  Costs

     The  Company  capitalizes  the  costs  of  computer  software  developed or
obtained  for  internal use in accordance with AICPA Statement of Position 98-1,
"Accounting  for  the  Costs  of  Computer  Software  Developed  or Obtained for
Internal Use." Capitalized computer software costs consist of purchased software
licenses  and  implementation  costs.  At  June  30,  2004 and 2003, $75,000 and
$734,000,  respectively,  are  included  in computer and office equipment in the
accompanying  consolidated  balance  sheet.  The  capitalized software costs are
being  amortized  on  a  straight-line  basis  over  a  period  of  three years.
Amortization  for the years ended June 30, 2004, 2003 and 2002 totaled $659,000,
$776,000  and  $999,000,  respectively. Capitalized internal use software with a
net  carrying amount of approximately $107,000 and $898,000 were written off for
the  years  ended  June  30,  2003  and  2002,  respectively, as a result of the
Company's  fiscal  2003  and  2002  restructuring  plans  (Note  6).  No similar
write-offs  were  recorded  for  the  year  ended  June  30,  2004.

Income  Taxes

     Income  taxes are computed under the liability method. This method requires
the recognition of deferred tax assets and liabilities for temporary differences
between  the financial reporting basis and the tax basis of the Company's assets
and  liabilities. The impact on deferred taxes of changes in tax rates and laws,
if any, are applied to the years during which temporary differences are expected
to  be settled and are reflected in the consolidated financial statements in the
period  of  enactment.  A valuation allowance is recorded when it is more likely
than  not  that  some  of  the  deferred  tax  assets  will  not  be  realized.

Stock-Based  Compensation

     The Company accounts for stock-based awards to employees in accordance with
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to  Employees"  ("APB  25"),  and  related  interpretations, and has adopted the
disclosure-only  alternative  of  SFAS  No.  123,  "Accounting  for  Stock-Based
Compensation  ("SFAS  No.  123"),  and SFAS No. 148, "Accounting for Stock-Based
Compensation  Transition  and  Disclosure  ("SFAS  No. 148"). Options granted to
non-employees,  as  defined,  have  been  accounted  for at fair market value in
accordance  with  SFAS  No.  123.

     The  Company  also  complies  with  Financial  Accounting  Standards  Board
("FASB")  Interpretation  No. 44, "Accounting for Certain Transactions Involving
Stock  Compensation  - An Interpretation of APB Opinion No. 25", ("FIN 44"). FIN
44  clarifies the definition of an employee for purposes of applying APB 25, the
criteria for determining whether a plan qualifies as a noncompensatory plan, the
accounting  consequence  of  various  modifications to the terms of a previously
fixed  stock  option  or  award,  and  the  accounting  for an exchange of stock
compensation  awards  in  a  business  combination.

     For  stock  option  grants  to  non-employees  who  are  consultants to the
Company,  the Company complies with the provisions of Emerging Issues Task Force
("EITF")  Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to
Other  Than  Employees  for  Acquiring, or in Conjunction with, Selling Goods or
Services"  ("EITF  96-18").  EITF  96-18  requires variable plan accounting with
respect to such non-employee stock options, whereby compensation associated with
such  options  is  measured  on the date such options vest, and incorporates the
then-current  fair  market  value  of the Company's common stock into the option
valuation  model.

     Pro  forma  information  regarding net income loss per share is required by
SFAS  No.  123  and  has been determined as if the Company had accounted for its
employee  stock  options  under  the  fair  value  method  of  SFAS  No.  123.

     The value of the Company's stock-based awards granted to employees prior to
the  Company's  initial  public  offering in August 2000 was estimated using the
minimum  value  method,  which  does  not  consider  stock  price  volatility.
Stock-based  awards  granted subsequent to the initial public offering have been
valued  using  the  Black-Scholes  option pricing model. Among other things, the
Black-Scholes  model  considers  the  expected volatility of the Company's stock
price,  determined  in  accordance  with  SFAS No. 123, in arriving at an option
valuation.  Estimates and other assumptions necessary to apply the Black-Scholes
model may differ significantly from assumptions used in calculating the value of
options  granted  prior  to  the initial public offering under the minimum value
method.


                                      F-9



The fair value of options granted to employees after the initial public offering
have  been  estimated  with  the  following  weighted  average  assumptions:





                               YEARS ENDED JUNE 30,
                               --------------------
                               2004    2003    2002
                              ------  ------  ------
                                     

Expected life (in years) . .   4.00    4.00    4.00 
Volatility . . . . . . . . .   1.24    1.28    1.31 
Risk-free interest rate. . .   3.60%   1.90%   4.10%
Dividend yield . . . . . . .   0.00%   0.00%   0.00%
Weighted average fair value.  $1.09   $0.68   $3.81 




     For  pro  forma  purposes, the estimated value of the Company's stock-based
awards  to  employees  is  amortized  over  the vesting period of the underlying
instruments.  The  results of applying SFAS No. 123 to the Company's stock-based
awards  to  employees  would  approximate  the  following:

                                           YEARS  ENDED  JUNE  30,
                                           -------------------------
                                          2004          2003          2002
                                       ---------     ---------     -----------
                                    (in  thousands,  except  per  share  data)
Net  loss:
As  reported                           $(15,654)     $(47,549)     $(93,457)
Pro  forma                              (18,351)      (52,311)      (97,708)
Basic and diluted net loss per share:
As  reported                           $  (0.28)     $  (0.88)     $  (1.82)
Pro  forma                                (0.32)        (0.96)        (1.90)

Loss  Per  Share

     Basic  and diluted loss per share is calculated by dividing net loss by the
weighted  average  number  of  common  shares  outstanding  during  the  year.






                                                                    YEARS ENDED JUNE 30,
                                                             -------------------------------
                                                               2004       2003       2002
                                                             ---------  ---------  ---------
                                                                 (IN THOUSANDS, EXCEPT
                                                                    PER  SHARE  DATA)
                                                                          
Numerator:
Loss from continuing operations before cumulative
effect of an accounting change                               $(10,607)  $(37,434)  $(84,108)
Loss from discontinued operations                              (5,047)   (10,115)    (3,444)
                                                             ---------  ---------  ---------
Loss before cumulative effect of an accounting change         (15,654)   (47,549)   (87,552)
Cumulative effect of adoption of new accounting standard,
SFAS No. 142                                                        -          -     (5,905)
                                                             ---------  ---------  ---------
Net loss                                                     $(15,654)  $(47,549)  $(93,457)
                                                             =========  =========  =========
Denominator:
Weighted-average shares outstanding                            57,194     54,661     51,909 
Less: Non-vested common shares outstanding                       (332)      (332)      (506)
                                                             ---------  ---------  ---------
Denominator for basic and diluted loss per share               56,862     54,329     51,403 
                                                             =========  =========  =========
Basic and diluted loss per share from continuing operations
before cumulative effect of an accounting change             $  (0.19)  $  (0.69)  $  (1.63)
Loss from discontinued operations                               (0.09)     (0.19)     (0.07)
                                                             ---------  ---------  ---------
Loss before cumulative effect of an accounting change           (0.28)     (0.88)     (1.70)
Cumulative effect of adoption of new accounting standard,
SFAS No. 142                                                        -          -      (0.12)
                                                             ---------  ---------  ---------
Basic and diluted net loss per share                         $  (0.28)  $  (0.88)  $  (1.82)
                                                             =========  =========  =========



     Common  share  equivalents  of  1,126,503,  453,053  and  359,222 have been
excluded  from  the  diluted  net loss per share calculation for the years ended
June 30, 2004, 2003 and 2002, respectively, because they were antidilutive as of
such  dates.  These  excluded  common stock equivalents could be dilutive in the
future.


                                      F-10



Research  and  Development  Costs

     Costs  incurred  in  the  research  and  development  of  new  products and
enhancements to existing products are expensed as incurred. The Company believes
its  current  process  for  developing  products  is  essentially  completed
concurrently  with  the  establishment  of  technological  feasibility. Software
development  costs incurred after the establishment of technological feasibility
have  not  been  material  and,  therefore,  have  been  expensed  as  incurred.

Warranty

     Upon shipment to its customers, the Company provides for the estimated cost
to  repair  or  replace  products  to  be returned under warranty. The Company's
current  warranty periods generally range from ninety days to two years from the
date of shipment. In addition, the Company also sells extended warranty services
which  extend  the  warranty  period  for  an  additional  one  to  three years.

Advertising  Costs

     The Company expenses advertising costs as incurred. Advertising expense was
approximately  $392,000,  $336,000,  and  $703,000  for the years ended June 30,
2004,  2003  and  2002,  respectively.

Comprehensive  Income

     SFAS  No.  130,  "Reporting Comprehensive Income" establishes standards for
reporting  and displaying comprehensive income (loss), and its components in the
consolidated financial statements. Other accumulated comprehensive loss includes
foreign  currency  translation adjustments and unrealized losses on investments.

Segment  Information

     SFAS  No.  131,  "Disclosures  about  Segments of an Enterprise and Related
Information"  establishes  standards  for  the  way companies report information
about  operating  segments  in  annual financial statements. It also establishes
standards  for related disclosures about products and services, geographic areas
and major customers. The Company has only one reportable segment, networking and
internet  connectivity.

Reclassifications

     Certain amounts in the 2003 and 2002 consolidated financial statements have
been  reclassified  to  conform  with  current  year  presentation.

Recent  Accounting  Pronouncements

     In  January  2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities, an Interpretation of ARB No. 51," ("FIN 46"). FIN 46
requires  certain  variable  interest entities ("VIE") 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  for all new VIEs created or acquired after January 31, 2003. For VIEs
created  or acquired prior to February 1, 2003, the provisions of FIN 46 must be
applied  for  the  first  interim  or  annual  period ending March 15, 2004. The
Company reviewed its investments and other arrangements and determined that none
of  its  investee  companies  are  VIE's.

     In  May  2003,  the  FASB  issued  SFAS  No.  150,  "Accounting For Certain
Financial  Instruments  with  Characteristics  of  Both  Liabilities and Equity"
("SFAS  No.  150")  which  establishes  standards for how an issuer of financial
instruments  classifies  and  measures  certain  financial  instruments  with
characteristics  of  both  liabilities  and  equity.  It requires that an issuer
classify  a  financial instrument that is within its scope as a liability (or an
asset  in  some  circumstances)  if,  at  inception,  the  monetary value of the
obligation  is based solely or predominantly on a fixed monetary amount known at
inception,  variations  in  something  other than the fair value of the issuer's
equity  shares  or  variations inversely related to changes in the fair value of
the  issuer's equity shares. SFAS No. 150 is effective for financial instruments
entered  into  or modified after May 31, 2003, and otherwise is effective at the


                                      F-11



beginning  of  the  first  interim  period  beginning  after  June 15, 2003. The
adoption  of  SFAS  No.  150  did  not  have  a material impact on the Company's
financial  position,  results  of  operations  or  cash  flows.


2.     BUSINESS  COMBINATIONS

     During  fiscal  year  2002,  the  Company  completed  the  acquisitions  of
Synergetic  Micro  Systems,  Inc.  ("Synergetic")  and  Premise  Systems,  Inc.
("Premise").  During  fiscal year 2003, the Company completed the acquisition of
Stallion  Technologies  PTY,  LTD  ("Stallion").  These  acquisitions  have been
accounted  for  under  the  purchase  method  of  accounting.  The  consolidated
financial  statements  include  the  results of operations of these acquisitions
after  their  dates  of acquisition.  The acquisition of Synergetic provides the
Company with high-performance embedded chips to complement its device networking
products.  The  acquisition  of  Stallion  complements  the  Company's  existing
multiport  and  terminal  server  product  lines.

     A  summary  of  transactions  accounted  for  using  the purchase method of
accounting  is  outlined  below:




                                                                 SHARES       TOTAL
                                                                RESERVED     SHARES
                    DATE                             SHARES    FOR OPTIONS  ISSUED OR      CASH
COMPANY ACQUIRED  ACQUIRED         BUSINESS          ISSUED      ASSUMED    RESERVED   CONSIDERATION
----------------  ---------  ---------------------  ---------  -----------  ---------  -------------
                                                                               
                             Embedded network
                             Communications
Synergetic        Oct. 2001  solutions provider     2,234,715      615,705  2,850,420   $2.7 million

                             Developer of client
                             side software
Premise           Jan. 2002  applications           1,063,371      875,000  1,938,371              -

                             Provider of terminal
                             servers and multiport
Stallion          Aug. 2002  products                       -            -          -    2.1 million



     The share issuances were exempt from registration pursuant to section 4(2)
of  the  Securities  Act of 1933, as amended. Portions of the cash consideration
and  shares  issued were held in escrow pursuant to the terms of the acquisition
agreements.

     The  Premise  agreement  required the Company to issue 1,150,000 shares of
common  stock  in  exchange  for  all  remaining shares of Premise. Prior to the
acquisition,  the  Company  held  shares of Premise representing 19.9% ownership
and,  in  addition,  held  convertible  promissory  notes  of  $1.2 million with
interest  accrued  thereon at the rate of 9.0%. The convertible promissory notes
were  converted  into  equity  securities  of  Premise  at  the  closing  of the
transaction.  The  Company issued an aggregate of 1,063,371 shares of its common
stock  in  exchange for all remaining outstanding shares of Premise common stock
and  reserved  875,000  additional  shares  of  common  stock  for issuance upon
exercise  of  outstanding  employee  stock  options and other rights of Premise.
Refer  to  Note  7  for  the  discontinued  operations  of  Premise.

     The  Stallion  agreement  required the Company to pay $1.2 million in cash
consideration  and  establish a cash escrow account in the amount of $867,000 at
the  acquisition  date  to  be used in lieu of the Company's common stock in the
event  that  the  Company  was  unable to issue registered shares by October 31,
2002. In accordance with the terms of the acquisition agreement, the Company was
not  able  to issue registered shares by October 31, 2002; accordingly, the cash
escrow  amount  of  $867,000  was released on November 1, 2002. In addition, the
Company issued a two-year note in the principal amount of $867,000, which is due
in August 2004 (Note 8). The Company relied on the exemption in Section 4 (2) of
the  Securities Act of 1933 in that the offering of the convertible note was not
a  public  offering.


                                      F-12



Allocation  of  Purchase  Consideration

     For  each  of  the  three  purchase  transactions,  the  Company  obtained
independent  appraisals  of the fair value of the tangible and intangible assets
acquired  in  order to allocate the purchase price. Based upon those appraisals,
the  purchase  price  was  allocated  as  follows  (in  thousands):



                  NET TANGIBLE
                     ASSETS
                  (LIABILITIES)             PURCHASED     DEFERRED    DEFERRED TAX               TOTAL
COMPANY ACQUIRED    ACQUIRED     GOODWILL  INTANGIBLES  COMPENSATION   LIABILITIES   IPR&D   CONSIDERATION
----------------  -------------  --------  -----------  ------------  -------------  -----   -------------

                                                                        
Synergetic        $       (233)  $ 13,952  $    11,100  $        203  $     (5,213)  $    -  $      19,809
Premise                    (79)     6,593        3,700             -        (1,480)   1,000          9,734
Stallion                   (93)     2,270        1,500             -          (600)       -          3,077



     The  consideration for the purchase transactions was calculated as follows:
a)  common  shares issued were valued based upon the Company's stock price for a
short  period  just  before  and  after  the companies reached agreement and the
proposed  transactions  were announced and b) employee stock options were valued
in  accordance  with FIN 44. Net tangible assets acquired in connection with the
purchase  transactions  include  the  acquisition costs incurred by the Company.
Additionally,  the  net  tangible  assets  of  Synergetic reflect an outstanding
credit  facility  aggregating $626,000, which was paid in full by the Company in
connection  with  the  terms  of  the  merger  agreements.

Unaudited  Pro  Forma  Data

     The  pro forma statements of operations data of the Company set forth below
gives  effect  to  the  acquisition  of  Stallion  as  if it had occurred at the
beginning  of  fiscal  2003  and excludes the discontinued operations of Premise
which was acquired in January 2002. The results for the year ended June 30, 2004
includes  a  full  year  of  operations  from  the  acquisition of Stallion. The
following  unaudited  pro  forma  statement  of  operations  data  includes  the
amortization  of  purchased intangible assets and stock-based compensation. This
pro forma data is presented for informational purposes only and does not purport
to  be  indicative  of  the  results  of future operations of the Company or the
results  that  would  have actually occurred had the acquisitions taken place at
the  beginning  of  fiscal  2003:


                                         YEAR ENDED
                                        JUNE 30, 2003
                                        (IN THOUSANDS,
                                       EXCEPT PER SHARE
                                            DATA)

Net revenues                               $49,712
                                      ==================

Net loss                                  $(47,543)
                                      ==================

Basic and diluted net loss per share       $ (0.88)
                                      ==================


3.     COMPONENTS  OF  BALANCE  SHEET

Inventories




                                                 JUNE 30,
                                            ------------------
                                              2004      2003
                                            --------  --------
                                              (IN THOUSANDS)
                                                
Raw materials                               $ 4,047   $ 5,109 
Finished goods                                7,368     7,940 
Inventory at distributors                     1,291       959 
                                            --------  --------
                                             12,706    14,008 
Reserve for excess and obsolete inventory    (6,029)   (7,997)
                                            --------  --------
                                            $ 6,677   $ 6,011 
                                            ========  ========



                                      F-13



Property  and  Equipment




                                          JUNE 30,
                                     ------------------
                                       2004      2003
                                     --------  --------
                                       (IN THOUSANDS)
                                         
Computer and office equipment        $ 5,873   $ 5,904 
Furniture and fixtures                   978       944 
Production and warehouse equipment       599       469 
Transportation equipment                  27        33 
                                     --------  --------
                                       7,477     7,350 
Accumulated depreciation              (6,612)   (4,966)
                                     --------  --------
                                     $   865   $ 2,384 
                                     ========  ========



Warranty  Reserve



                                    JUNE 30,
                                ---------------
                                 2004     2003
                                ------   -------
                                 (IN THOUSANDS)
                                   
Beginning balance               $1,193   $  479 
Charged to costs and expenses    1,168      878 
Charged to other expenses            -     (153)
Deductions                        (591)     (11)
                                ------   -------
Ending balance                  $1,770   $1,193 
                                ======   =======



4.     OFFICER  LOANS


     The  Company had net outstanding notes receivable from officers of $110,000
and  $104,000  (net  of  allowance  of  $4.5 million) at June 30, 2004 and 2003,
respectively, primarily related to taxes on exercised stock options. These notes
are  non-recourse,  are  secured  by  2,573,394  shares of common stock, and are
interest  bearing  at rates ranging from 5.19% to 7.50% per annum. Principal and
any  unpaid  interest  are  due  upon  any transfer or disposition of the common
stock. One of the note holders is the former Chief Executive Officer who assumed
the  role  of Chief Technology and Strategy Officer of the Company effective May
30,  2002  and resigned from the Company effective September 1, 2002. One of the
note  holders  is  one  of  the  Company's outside directors and one of the note
holders is the former Chief Operating/Chief Financial Officer who was terminated
by  the  Company  on May 3, 2002. The Company reduced the carrying amount of the
officer  loans  by  $4.5  million  by  establishing  a reserve for uncertainties
relative  to  collection  of  the  related  receivables.  Factors  considered in
determining  the  level  of  this  reserve  include  the value of the collateral
securing  the  notes,  the  ability  of  the  Company to effectively enforce its
collection  rights  and  the  ability  of  the  former  officers  to honor their
obligations to the Company. As of June 30, 2004, no impairment has been recorded
as  it  relates  to  the  note  receivable  from  the  outside  director.



5.     GOODWILL  AND  PURCHASED  INTANGIBLE  ASSETS

Goodwill

     The change in the carrying amount of goodwill is as follows (in thousands):


                                      YEARS ENDED
                                        JUNE 30,
                                     --------------
                                      2004    2003
                                     ------  ------
Balance as of July 1                 $9,488  $7,218
Goodwill acquired during the period     -     2,270
                                     ------  ------
Balance as of June 30                $9,488  $9,488
                                     ======  ======


                                      F-14



Purchased  Intangible  Assets

     The  composition  of  purchased  intangible  assets  is  as  follows  (in
thousands):



                                             JUNE 30, 2004                 JUNE 30, 2003
                                   ------------------------------  ------------------------------
                          USEFUL            ACCUMULATED                     ACCUMULATED
                          LIVES    GROSS    AMORTIZATION    NET    GROSS    AMORTIZATION    NET
                        ---------  ------  --------------  ------  ------  --------------  ------
                                                                      
Existing technology     1-5 years  $7,090  $     (5,101 )  $1,989  $7,090  $      (3,029)  $4,061
Patent/core technology          5     405           (365)      40     405           (283)     122
Tradename/trademark             5      32            (24)       8      32            (18)      14
Non-compete agreements        2-3     140           (121)      19     140            (62)      78
                                   ------  --------------  ------  ------  --------------  ------
Total                              $7,667  $      (5,611)  $2,056  $7,667  $      (3,392)  $4,275
                                   ======  ==============  ======  ======  ==============  ======



     The  amortization  expense  for  purchased  intangible assets for the year
ended  June  30,  2004  was $2.2 million, of which $2.1 million was amortized to
cost of revenues and $148,000 was amortized to operating expenses. The estimated
amortization  expenses  for  the  next  two  years  are  as  follows:



                             COST OF    OPERATING
                             REVENUES   EXPENSES   TOTAL
                             ---------  ---------  ------
                                          
Fiscal year ending June 30:
2005                         $   1,432  $      67  $1,499
2006                               557          -     557
                             ---------  ---------  ------
Total                        $   1,989  $      67  $2,056
                             =========  =========  ======



In acquisitions accounted for using the purchase method, goodwill is recorded as
the  difference,  if  any,  between  the  aggregate  consideration  paid  for an
acquisition  and  the  fair  value  of  the  net  tangible and intangible assets
acquired.  Prior  to the adoption of SFAS No. 142 "Goodwill and Other Intangible
Assets"  ("SFAS  No.  142"), effective July 1, 2002, goodwill was amortized on a
straight-line  basis  over  a seven-year period. Purchased intangible assets are
amortized  on a straight-line basis over periods ranging from one to five years.

     In  June  2001,  the  FASB  issued  SFAS  No. 141, "Business Combinations,"
effective  for  acquisitions  consummated after June 30, 2001, and SFAS No. 142,
effective  for  fiscal  years  beginning  after December 15, 2001. Under the new
rules,  goodwill  and  certain intangible assets deemed to have indefinite lives
are  no  longer  amortized  but  are  subject  to annual impairment tests. Other
intangible  assets  will  continue  to  be  amortized  over  their useful lives.

     In  connection with the adoption of SFAS No. 142, the Company completed its
initial  assessment  and concluded that goodwill arising from the acquisition of
United  States  Software  Corporation  ("USSC"),  having  a  carrying  value  of
approximately  $5.9  million  as  of  July 1, 2001, may be impaired. The Company
engaged  an  independent  valuation  company to perform a review of the value of
goodwill  related  to USSC. Based on the independent valuation, which utilized a
discounted  cash  flow  valuation technique, the Company recorded a $5.9 million
charge  for the impairment of the USSC goodwill. This amount is reflected as the
cumulative  effect  of  adopting  the  new accounting standard effective July 1,
2001.

     The  Company performed the first of the required annual impairment tests of
goodwill under the guidelines of SFAS No. 142 effective as of June 1, 2002. As a
result  of industry conditions, lower market valuations and reduced estimates of
information  technology  capital  equipment  spending in the future, the Company
determined  that  there  were  indicators of impairment to the carrying value of
goodwill  related  to  the  acquisitions  of  Lightwave and Synergetic which had
carrying values of $39.7 million and $13.9 million, respectively, as of June 30,
2002.  During  the  fourth  quarter  of  fiscal  2002,  the  Company  engaged an
independent  valuation  company to perform a review of the value of goodwill and
based  on  the  independent  valuation  the  Company  recorded  a  $46.4 million
impairment  charge  on  its  goodwill.

     Additionally,  during  the  fourth quarter of 2002, the Company performed a
review  of  the value of its purchased intangible assets in accordance with SFAS
No.  144,  "Accounting  for  the  Impairment  or Disposal of Long-Lived Assets,"
("SFAS  No.  144").  As a result of industry conditions, lower market valuations
and  reduced  estimates  of information technology capital equipment spending in
the  future,  the Company determined that there were indicators of impairment to
the  carrying  value  of  its  purchased  intangible  assets  related  to  its


                                      F-15



acquisitions.  During  the fourth quarter of fiscal 2002, the Company engaged an
independent  valuation company to perform a review of the value of its purchased
intangible  assets and based on the independent valuation the Company recorded a
$9.8  million  impairment  charge  of  which  $4.0  million and $5.8 million was
charged  to operating expenses and cost of revenues, respectively. Additionally,
the  Company  recorded  an impairment charge of $665,000 related to intellectual
property  not  associated  with  an  acquisition.

     During  the  fourth  quarter  of  fiscal  2003,  the  Company  performed an
assessment  of  the  value of its purchased intangible assets in accordance with
SFAS  No.  144.  As  a  result  of  industry  conditions, continued lower market
valuations,  reduced  estimates  in  information  technology  capital  equipment
spending  in  the future and other factors impacting expected future cash flows,
the  Company determined that there were indicators of impairment to the carrying
value  of  its purchased intangible assets recorded as part of its acquisitions.
The  Company engaged an independent valuation company to perform a review of the
value  of  its  purchased intangible assets. Based on the independent valuations
during  the  fourth  quarter of fiscal 2003, the Company recorded a $5.4 million
impairment  charge  of  which  $2.3  million  and  $3.1  million were charged to
operating  expenses  and  cost  of  revenues,  respectively.

     During  the fourth quarter of fiscal 2004, the Company completed its annual
impairment  assessment  and  determined  that no impairment was indicated as the
estimated  fair  values  exceeded  their  respective  carrying  values.

     The Company announced on May 30, 2002 that it had signed a new intellectual
property agreement with Gordian, Inc., the Company's provider of product designs
and engineering services. The agreement gives the Company joint ownership of the
Gordian  intellectual  property  that  is  embodied  in the products Gordian has
designed  for  the  Company  since 1989. The agreement provides that the Company
will  be  able to use the intellectual property to support, maintain and enhance
its  products.  The  agreement  extinguishes  the  Company's  obligations to pay
royalties  for  each unit of a Gordian-designed product that it sells (Note 13).

     The  intellectual  property  agreement  required the Company to pay Gordian
$6.0  million  in  order  to  acquire  an  interest  in the Gordian intellectual
property,  which  was  paid in three installments. The Company paid $3.0 million
concurrent  with  the signing of the agreement, $2.0 million on July 1, 2002 and
the  remaining $1.0 million on July 1, 2003. The Company agreed to purchase $1.5
million  of  engineering  and  support  services  from  Gordian over the next 18
months.  The  Company  is  amortizing  the intellectual property rights over the
remaining  life  cycles  of  the  products designed by Gordian, or approximately
three  years.  The  Company  recorded $1.8 million, $2.5 million and $212,000 of
amortization  expense  included in cost of revenues for the years ended June 30,
2004,  2003  and  2002.


6.     RESTRUCTURING  CHARGES

     On  February  6,  2002,  the  Company  announced  a  restructuring  plan to
prioritize  its  initiatives  around  the  growth area of its business, focus on
profit  contribution,  reduce  expenses,  and improve operating efficiency. This
restructuring  plan  included  a worldwide workforce reduction, consolidation of
excess  facilities  and other charges. As of June 30, 2002, the Company recorded
restructuring  costs  totaling $3.5 million. Through June 30, 2003, the February
2002  restructuring  plan  had  resulted  in  the  reduction of approximately 50
regular  employees worldwide and the Company incurred actual workforce reduction
charges  of approximately $1.9 million related to severance and fringe benefits.
Included  in  the  workforce  reduction  charge  was  a  non-cash  stock-based
compensation  charge  in the amount of $595,000 associated with the modification
of  stock  options  that  were  outstanding  at  the termination date. Property,
equipment  and  other  assets  that  were disposed of or removed from operations
resulted  in  a  charge  of  $1.6  million  and  consisted primarily of computer
software  and  related  equipment, production, engineering and office equipment,
and  furniture  and  fixtures.

     On  September  12,  2002  and  March  14,  2003,  the  Company  announced a
restructuring  plan to prioritize its initiatives around the growth areas of its
business,  focus  on profit contribution, reduce expenses, and improve operating
efficiency.  These restructuring plans included a worldwide workforce reduction,
consolidation  of  excess  facilities  and  other  charges. The Company recorded
restructuring  costs  totaling  $5.6 million, which were classified as operating
expenses  in  the  Company's  consolidated  statement of operations for the year
ended  June  30,  2003.  These  restructuring plans resulted in the reduction of
approximately  58  regular  employees  worldwide. The Company recorded workforce
reduction  charges of approximately $1.2 million related to severance and fringe
benefits  for  the  terminated  employees.  The  Company  recorded  charges  of
approximately  $4.4  million  related  to  consolidation  of  excess facilities,


                                      F-16



relating  primarily to lease terminations, non-cancelable lease costs, write-off
of  leasehold  improvements  and  terminations  of  a  contractual  obligation.

     During  the year ended June 30, 2004, the Company completed the sale of its
Premise  business  unit  as  more  fully  disclosed  in Note 7. As a result, the
Company  recorded  approximately  $670,000  of  restructuring  charges which are
included  in discontinued operations of which $633,000 related to certain future
lease  obligations  and $37,000 related to workforce reductions of three Premise
employees  that  were  not  transferred  to  the  buyer.

     During  the  year  ended  June  30,  2004,  approximately  $2.1  million of
restructuring  charges  were  recovered  related  to a favorable settlement of a
contractual  obligation,  consolidation  of  excess  facilities  and  workforce
reductions  which were previously accrued for in fiscal year 2003. The remaining
restructuring  reserve  is related to facility closures in Naperville, Illinois,
Hillsboro,  Oregon, Redmond, Washington and Ames, Iowa. Payments under the lease
obligations  will  end  in  fiscal  2007.

     A  summary  of  the  activity  in the restructuring liability account is as
follows  (in  thousands):





                                                   RESTRUCTURING
                                    RESTRUCTURING     COSTS        CASH
                                     RESERVE AT     INCLUDED IN   CHARGES                 RESTRUCTURING
                                      JUNE 30,     DISCONTINUED   AGAINST  RESTRUCTURING    RESERVE AT
                                       2003         OPERATIONS    RESERVE    RECOVERY     JUNE 30, 2004
                                    -------------  -------------  -------  -------------  -------------
                                                                           
Workforce reductions . . . . . . .    $  260       $        21    $  (98)  $    (183)     $           -
Contractual obligations. . . . . .     2,000                 -      (450)     (1,550)                 -
Consolidation of excess facilities       975               521      (384)       (360)               752
                                    -------------  -------------  -------  ----------     -------------
Total. . . . . . . . . . . . . . .    $3,235       $       542    $ (932)  $  (2,093)     $         752
                                    =============  =============  =======  =============  =============



7.          DISCONTINUED  OPERATIONS

     In August 2001, the FASB issued SFAS No. 144.  SFAS No. 144 supersedes FASB
Statement  No.  121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived  Assets  to  be  Disposed  Of;"  however,  it retains the fundamental
provisions  of  that statement related to the recognition and measurement of the
impairment  of  long-lived  assets  to  be  "held  and  used." SFAS No. 144 also
supersedes  the  accounting  and  reporting  provisions  of  APB Opinion No. 30,
"Reporting  the  Results of Operation's - Reporting the Effects of Disposal of a
Segment  of  a  Business,  and Extraordinary, Unusual and Infrequently Occurring
Events  and  Transactions"  ("APB  30"),  for  the  disposal  of  a segment of a
business. Under SFAS No. 144, a component of a business that is held for sale is
reported  in  discontinued  operations if (i) the operations and cash flows will
be,  or  have  been,  eliminated from the ongoing operations of the company and,
(ii)  the  company  will not have any significant continuing involvement in such
operations.

In  March  2004,  the Company completed the sale of substantially all of the net
assets  of its Premise business unit for $1.0 million. Additionally, the Company
incurred  $383,000  of  disposal  costs.


                                      F-17



The  net  revenues  and  loss  from  discontinued  operations are as follows (in
thousands):




                                                                           YEAR ENDED
                                                                            JUNE 30,
                                                                           ----------
                                                                  2004        2003       2002
                                                              ------------  ---------  --------
                                                                              
Net revenues                                                  $        86   $    120   $    55 
                                                              ============  =========  ========

Loss from discontinued operations                             $    (5,639)  $(10,115)  $(3,444)
Gain on sale of assets of discontinued operations                     592          -         - 
                                                              ------------  ---------  --------
Loss from discontinued operations, net of income taxes of $0  $    (5,047)  $(10,115)  $(3,444)
                                                              ============  =========  ========


     The  assets and liabilities of the discontinued operations consisted of the
following  (in  thousands):




                                              JUNE 30, 2003
                                              --------------
                                           
Accounts receivable, net . . . . . . . . . .  $           40
Prepaid expenses and other current assets. .              27
Property and equipment, net. . . . . . . . .             157
Goodwill . . . . . . . . . . . . . . . . . .           2,238
Purchased intangible assets, net . . . . . .           1,119
Other assets . . . . . . . . . . . . . . . .               9
                                              --------------
Total assets of discontinued operations. . .  $        3,590
                                              ==============


Accounts payable . . . . . . . . . . . . . .  $           27
Accrued payroll and related expenses . . . .             182
Other current liabilities. . . . . . . . . .              30
                                              --------------
Total liabilities of discontinued operations  $          239
                                              ==============



     The  Company  performed its annual impairment tests under the guidelines of
SFAS  No.  142  as  of April 1, 2003. The Company compared the carrying value of
each  reporting  unit to its estimated fair value calculated with the assistance
of  an  independent  valuation  company.  An  impairment loss was recognized for
reporting  units where the carrying value of their goodwill exceeded the implied
fair  value of goodwill. Based on this assessment, the Company recorded a charge
of $4.4 million during the fourth quarter of fiscal 2003 to write down the value
of  goodwill. This amount is included as part of discontinued operations for the
year  ended  June  30,  2004.

     During  the  quarter  ended  December  31,  2003,  the  Company  identified
indicators  of  an  other than temporary impairment as it related to its Premise
acquisition  of  goodwill and purchased intangible assets. The Company performed
an  assessment  of  the  value  of  its goodwill and purchased intangible assets
related to the Premise acquisition in accordance with SFAS No. 142, and SFAS No.
144.  The  Company  identified certain conditions including continued losses and
the  inability to achieve significant revenues from the existing home automation
and  media  management software markets as indicators of asset impairment. These
conditions  led  to  operating  results  and forecasted future results that were
substantially  less  than  had  been  anticipated.  The  Company  revised  its
projections  and  determined  that  the projected results utilizing a discounted
cash flow valuation technique would not fully support the carrying values of the
goodwill  and  purchased  intangible  assets  associated  with  the  Premise
acquisition. Based on this assessment, the Company recorded an impairment charge
of  $2.2 million during the second quarter of fiscal 2004 to write-off the value
of  the  Premise  goodwill.  Additionally  during the quarter ended December 31,
2003, the Company recorded a $790,000 impairment charge of the Premise purchased
intangible  assets  of  which  $14,000  and  $776,000  were charged to operating
expenses  and  cost  of  revenues,  respectively. As a result of the sale of the
Premise business unit, the goodwill and purchased intangibles, net of Premise at
June  30,  2003,  have  been  included  as  part  of  discontinued  operations.


                                      F-18



8.     BANK  LINE  OF  CREDIT  AND  DEBT

     In  January 2002, the Company entered into a two-year line of credit with a
bank  in  an  amount  not  to exceed $20.0 million. Borrowings under the line of
credit  bear  interest  at either (i) the prime rate or (ii) the LIBOR rate plus
2.0%.  The Company was required to pay a $100,000 facility fee which was reduced
to $62,500 and was paid. The Company was also required to pay a quarterly unused
line  fee  of .125% of the unused line of credit balance. Since establishing the
line  of  credit, the Company has twice reduced the amount of the line, modified
customary  financial  covenants  and adjusted the interest rate to be charged on
borrowings  to  the  prime  rate  plus  .50%  and  eliminated  the LIBOR option.
Effective  July  25,  2003,  the  Company  further modified this line of credit,
reducing  the  revolving  line  to  $5.0  million  and  adjusting  the customary
affirmative  and  negative  covenants.  The Company is also required to maintain
certain  financial  ratios  as  defined  in  the agreement. The agreement has an
annual  revolving maturity date that renews on the effective date. The agreement
was renewed on July 24, 2004 with an amendment to a financial ratio. The Company
is  required  to  pay  a  $12,500  facility  fee  for the renewal. The Company's
borrowing  base  at  June  30, 2004 was $3.2 million. In March 2004, the Company
borrowed  $500,000  against  this  line of credit. Additionally, the Company has
used letters of credit available under its line of credit totaling approximately
$1.0  million  in place of cash to fund deposits on leases, tax account deposits
and  security  deposits.  As a result, the Company's available line of credit at
June  30, 2004 was $1.6 million. The Company is currently in compliance with the
revised  financial  covenants  of  the  July  24,  2004  amended line of credit.
Pursuant  to  the  line  of  credit,  the  Company is restricted from paying any
dividends.

     The Company issued a two-year note in the principal amount of $867,000 as a
result  of  its  acquisition of Stallion (note 2) accruing interest at a rate of
2.5%  per  annum.  Interest  expense  related  to the note totaled approximately
$22,000 and $19,000 at June 30, 2004 and 2003, respectively. No similar interest
expense was recorded for the year ended June 30, 2002. The notes are convertible
into  the Company's common stock at any time, at the election of the holders, at
a  $5.00  conversion  price.  The  notes were due and paid in August 2004 as the
holders  elected  not  to  convert  the  notes  into the Company's common stock.


9.     STOCKHOLDERS'  EQUITY

Secondary  Public  Offering

     In  July  2001, the Company completed a public offering of 8,534,000 shares
of  its  common  stock,  including  an  underwriter's  over-allotment  option to
purchase  an additional 534,000 shares, at an offering price of $8.00 per share.
The Company sold 6,000,000 shares and selling stockholders sold 2,000,000 shares
of  the  primary  offering.  Additionally,  the  Company sold 400,500 shares and
selling  stockholders  sold  133,500  shares  of  the over-allotment option. The
Company  received net proceeds of approximately $47.1 million in connection with
this  offering.

Employee  Stock  Purchase  Plan

     In  May  2000,  the  Board  of  Directors  approved the 2000 Employee Stock
Purchase Plan (the "Purchase Plan") effective upon the completion of the initial
public  offering. A total of 1,050,000 shares of common stock have been reserved
for  issuance  under  the  Purchase  Plan.  The  number  of shares available for
issuance  pursuant  to the Purchase Plan increases annually commencing in fiscal
year  2001.  The  Purchase Plan permits participants to purchase common stock at
six-month intervals through payroll deductions of up to 15% of the participant's
compensation,  as  defined. Amounts deducted and accumulated by the participants
are  to  be  used to purchase shares of common stock at the end of each offering
period,  as  defined, at 85% of the lower of the fair market value of the common
stock  at  the beginning or end of the offering period. For the years ended June
30,  2004,  2003 and 2002, 505,935, 406,205 and 178,687 shares were issued under
the  plan at an average per share price of $0.73, $0.69 and $2.45, respectively.
At  June 30, 2004, 107,942 shares were available for future issuances under this
plan.

Reverse  Stock  Split

     On  November  12,  2002,  the Company's shareholders approved a proposal to
effect  a  3:1  reverse stock split of the Company's outstanding common stock (a
"Reverse Stock Split") and authorized the Board of Directors to determine if and
when to effectuate a Reverse Stock Split. This authorization expired in November
2003  without  being  exercised.


                                      F-19



Stock  Option  Plans

     The  Company  has  in  effect  several  stock-based  plans  under  which
non-qualified  and  incentive  stock  options  have  been  granted to employees,
non-employees  and  board  members.

     The  Board  of  Directors  determines  eligibility,  vesting  schedules and
exercise  prices  for  options granted under the plans. Options generally have a
term  of  10  years  and vest and become exercisable, generally over a four-year
period.

     Under the Company's 1993 Incentive Stock Option Plan (the "1993 Plan"), the
Company  has  reserved  4,000,000  shares  of  common  stock for the granting of
options. Such options are to be granted at or above the fair market value of the
Company's  common stock on the date of grant. All stock options are to vest over
a  period determined by the Board of Directors (generally four years) and expire
not  more  than ten years from the date of grant. As of June 30, 2004, 1,412,090
options  were  available  for  grant  under  the  1993  Plan.

     Under  the Company's 1994 Nonstatutory Stock Option Plan (the "1994 Plan"),
the  Company  has reserved 10,000,000 shares of common stock for grant at prices
and  vesting  periods  to  be determined by the Company's Board of Directors. In
certain cases, the Company has granted options, which became fully vested on the
date  granted.  As  of June 30, 2004, 7,142,268 options were available for grant
under  the  1994  Plan.

     Under  the  Company's  2000  Stock  Plan (the "2000 Plan"), the Company has
reserved  6,000,000  shares  of  common  stock  for  issuance pursuant to option
grants.  The  number  of  shares  available  for issuance increases by 2,000,000
shares  annually  commencing  in  calendar  year  2002. Each outside director is
automatically  granted  an  option  to  purchase  25,000  shares of common stock
annually,  subject  to  certain  eligibility  requirements. As of June 30, 2004,
440,633  options  were  available  for  grant  under  the  2000  Plan.

     As  a  result  of  the  Company's  acquisitions,  the Company assumed stock
options  granted  under stock option plans established by each acquired company;
no  additional  options  will be granted under those plans. As of June 30, 2004,
167,989  shares  of  common  stock  were  reserved for issuance upon exercise of
outstanding  options  assumed  under  these  stock  option  plans.

     A  summary  of  all  stock  option  activity under the plans is as follows:




                               NUMBER OF   WEIGHTED AVERAGE
                                OPTIONS    EXERCISE PRICE
                              -----------  ----------------
                                     
Outstanding at June 30, 2001   4,150,263   $          4.17
Granted                        4,179,668              5.12
Canceled                      (1,278,113)             5.49
Exercised                     (1,073,452)             1.51
                              -----------                 
Outstanding at June 30, 2002   5,978,366              5.14
Granted                        1,985,361              0.67
Canceled                      (3,613,674)             6.42
Exercised                       (152,004)             0.24
                              -----------                 
Outstanding at June 30, 2003   4,198,049              2.10
Granted                        2,814,899              1.09
Canceled                        (942,627)             1.52
Exercised                       (496,335)             0.72
                              -----------                 
Outstanding at June 30, 2004   5,573,986              1.81
                              ===========                 
Exercisable at June 30, 2002   1,823,365 
                              ===========                 
Exercisable at June 30, 2003   2,338,610 
                              ===========                 
Exercisable at June 30, 2004   2,669,069 
                              ===========                 



                                      F-20



     The  weighted  average exercise price of options outstanding and of options
exercisable  as  of  June  30,  2004  were  as  follows:





                                             OUTSTANDING             EXERCISABLE
                                        ----------------------  ---------------------
                                          WEIGHTED
                                          AVERAGE     WEIGHTED               WEIGHTED
                            NUMBER OF    REMAINING    AVERAGE                AVERAGE
                             OPTIONS    CONTRACTUAL   EXERCISE    OPTIONS    EXERCISE
RANGE OF EXERCISE PRICES   OUTSTANDING  LIFE (YEARS)  PRICE     EXERCISABLE   PRICE
-------------------------  -----------  ------------  --------  -----------  --------
                                                              
0 to $0.29                     52,729          3.21  $ 0.13         51,843   $  0.13
0.55 to $1.00               2,244,728          9.58    0.67      1,168,231      0.65
1.01 to $2.59               2,426,003          8.76    1.57        660,060      2.21
4.00 to $5.89                 469,884          3.61    5.06        458,216      5.07
6.00 to $14.00                380,642          4.94    6.29        330,719      6.27



     At  June  30,  2004,  14,844,908  shares  of the Company's common stock are
reserved  for  issuance pursuant to the employee stock purchase and stock option
plans.  Certain of the Company's employees hold options that were assumed by the
Company  in  connection  with its acquisitions of the businesses that previously
employed  those  individuals;  in  the  business  combinations  that  have  been
accounted  for as purchases, the Company has recorded deferred compensation with
respect  to  those  options.  Additionally, the Company granted stock options to
employees  where the option exercise price is less that the estimated fair value
of  the  underlying shares of common stock as determined for financial reporting
purposes, as well as the fair market value of the vested portion of non-employee
stock  options utilizing the Black-Scholes option pricing model. The Company has
recorded net deferred compensation forfeitures of $197,000 and $2.5 million, for
the  years  ended  June  30,  2004  and  2003,  respectively.


     The Company is amortizing the deferred compensation over the shorter of the
period in which the employee provides services or the applicable vesting period,
which is generally four years. For the years ended June 30, 2004, 2003 and 2002,
stock-based  compensation  was  approximately  $395,000,  $1.5  million and $3.6
million,  respectively. The amount of stock-based compensation in future periods
will  increase  if  we grant stock options where the exercise price is less than
the  quoted market price of the underlying shares or if we assume employee stock
options  in  connection  with  additional  acquisitions  of businesses. Deferred
compensation  is  decreased  in  the period of forfeiture arising from the early
termination  of  an option holder's services. No compensation expense related to
stock  options that existed for any other period has been recorded. The weighted
average grant date fair value of options granted during the years ended June 30,
2004,  2003  and  2002  was  $1.09,  $0.67 and $5.12, respectively. The weighted
average  grant  date fair value of in the money options granted during the years
ended  June  30,  2003  and 2002 was $0.65 and $6.77, respectively. The weighted
average  exercise  price  of in the money options granted during the years ended
June  30,  2003 and 2002 was, $0.50 and $3.26, respectively. The Company did not
grant  any  in  the  money  options  during  the  year  ended  June  30,  2004.


Stock  Option  Exchange  Offer

     On January 24, 2003, the Company completed an offering to employees whereby
employees  holding  options to purchase the Company's common stock with exercise
prices  at or above $3.01 per share were given the opportunity to cancel certain
of their existing options in exchange for the opportunity to receive new options
to  purchase the Company's common stock. Each new option shall represent 0.75 of
the  underlying shares of the options cancelled. Approximately 1,378,124 options
with  a  weighted  average exercise price of $9.01 were tendered. On January 27,
2003,  those  options  were  cancelled  by the Company. The new options were not
granted  until  at  least  six  months  and  one day after acceptance of the old
options  for  exchange  and cancellation and were only granted to those exchange
participants  who  remained  as  employees  at  the  time  of the new grant. The
exercise  price  of  the new options was determined based upon the last reported
trading price of the Company's common stock on the grant date. On July 28, 2003,
the  Company  granted  replacement  options  to purchase 1,033,593 shares of its
common  stock  to employees who tendered options under the stock option exchange
offer,  at  an  exercise  price  of  $0.81  per  share.


10.     401(K)  PLAN

     The  Company  has  a  savings  plan  (the  "Plan") which is qualified under
Section  401(k)  of  the  Internal Revenue Code. Eligible employees may elect to
make  contributions to the Plan through salary deferrals up to 15% of their base


                                      F-21



pay,  subject  to limitations. The Company's contributions are discretionary and
are  subject  to  limitations. For the years ended June 30, 2004, 2003 and 2002,
the  Company  contributed  $0.50  for  each  $1.00  of  employee salary deferral
contributions  up  to  a  maximum  of  6%  of the employee's annual gross wages,
subject  to  limitations.  Selling,  general and administrative expenses include
contributions  of  approximately  $166,000,  $192,000 and $202,000 for the years
ended  June  30,  2004,  2003  and  2002,  respectively.


11.     LITIGATION  SETTLEMENTS

Lightwave  Settlement

     The  Company  received  an  informal  notice  from  several  holders of the
Company's  unregistered  shares  of  common stock that were issued in connection
with  the  acquisition  of Lightwave. The shares were issued to the holders in a
private  transaction  not  registered  under  the  Securities  Act  of 1933, and
therefore  could  not  be  sold by the stockholders without a valid registration
statement.  The  stockholders  alleged  that  the  Company failed to honor their
rights to have the shares registered and that they were therefore precluded from
selling  the  shares.  Effective  July  26,  2002,  the Company settled with the
stockholders  of Lightwave in the amount of $2.0 million in exchange for 240,000
shares  of  the  Company's  common  stock  held in escrow and 208,335 additional
shares  issued  to  the former owners of Lightwave on the acquisition date. This
settlement  resulted  in  a net charge to the Company's results of operations of
approximately  $1.9  million  for  the  year  ended  June  30, 2002 and has been
recognized  as  litigation  settlement  costs.

Securities  Claims  and  Employment  Claims Brought by the Co-Founders of United
States  Software  Corporation

     On  August  23,  2002,  a complaint entitled Dunstan v. Lantronix, Inc., et
al., was filed in the Circuit Court of the State of Oregon, County of Multnomah,
against the Company and certain of its current and former officers and directors
by  the  co-founders  of USSC. The complaint alleged Oregon state law claims for
securities  violations, fraud, and negligence. The original complaint sought not
less  than  $3.6 million in damages, interest, attorneys' fees, costs, expenses,
and  an  unspecified  amount  of  punitive  damages. The Company moved to compel
arbitration  in November 2002, and in a ruling dated February 9, 2003, the court
ordered  the  matter stayed pending arbitration of all claims. The Company filed
an  arbitration  demand  on or about February 21, 2003 which included additional
claims  related  to  the  Company's  acquisition of USSC. The arbitration demand
sought  more  than  $14.0  million  in  damages  and  an  unspecified  amount in
attorneys' fees, costs, expenses, and punitive damages. The parties participated
in a mediation on June 30, 2003, and subsequently reached an agreement to settle
the  dispute.  The agreement called for the Company to release to the plaintiffs
approximately  $400,000  in cash and 49,038 shares of the Company's common stock
that  had  been held in an escrow since December 2000 as part of the acquisition
of  USSC.  The  agreement also called for the Company to issue to the plaintiffs
additional  shares  of  its common stock worth approximately $1.5 million, which
was  recorded  in  the  Company's results of operations as litigation settlement
costs  for  the  year  ended  June  30, 2003. Accordingly, 1,726,703 shares were
issued  following  a  fairness  determination  by  the state court in Oregon. In
exchange,  the  plaintiffs  released  all  claims  against  all  defendants.


                                      F-22



12.     INCOME  TAXES

     The  income  tax  provision  (benefit)  is  comprised  of  the  following:




                                        YEARS ENDED JUNE 30,
                                      -----------------------
                                       2004   2003     2002
                                      ------  -----  --------
                                         (IN THOUSANDS)
                                            
Current:
Federal                               $  91   $  18  $(1,423)
State                                     7     100        - 
Foreign                                 177     132      352 
                                      ------  -----  --------
Total current                           275     250   (1,071)
Deferred:
Federal                                (476)      -   (4,127)
State                                  (124)      -   (1,467)
Foreign                                   -       -        - 
                                      ------  -----  --------
Total deferred                         (600)      -   (5,594)
Total income tax provision (benefit)  $(325)  $ 250  $(6,665)
                                      ======  =====  ========



     United  States  and foreign income (loss) from continuing operations before
taxes  are  as  follows:




                    YEARS ENDED JUNE 30,
                    --------------------
                  2004       2003       2002
                ---------  ---------  ---------
                         (IN THOUSANDS)
                             
United States   $(11,716)  $(40,404)  $(87,199)
Foreign              784      3,220     (3,574)
                ---------  ---------  ---------
                $(10,932)  $(37,184)  $(90,773)
                =========  =========  =========


     The  tax  effects  of  temporary differences that give rise to deferred tax
assets  and  liabilities  are  as  follows:



                                             JUNE 30,
                                             --------
                                         2004       2003
                                       ---------  ---------
                                         (IN THOUSANDS)
                                            
Deferred tax assets:
Reserves not currently deductible      $  4,620   $  4,790 
Inventory capitalization                  2,749      3,680 
Marketing rights                          1,360          - 
Tax losses and credits                   32,446     27,460 
                                       ---------  ---------
                                         41,175     35,930 
Valuation allowance                     (38,946)   (33,075)
                                       ---------  ---------
Total deferred tax assets                 2,229      2,855 
                                       ---------  ---------
Deferred tax liabilities:
State taxes                                   -       (467)
Identified intangibles                     (310)      (644)
Depreciation                               (255)      (671)
Deferred compensation                    (1,664)    (1,673)
                                       ---------  ---------
Total deferred tax liabilities           (2,229)    (3,455)
                                       ---------  ---------
Net deferred tax assets (liabilities)  $      -   $   (600)
                                       =========  =========



                                      F-23



     A  reconciliation  of  the  income  tax  provision  (benefit) for loss from
continuing  operations  before  discontinued operations and cumulative effect of
accounting  changes  to  taxes computed at the U.S. federal statutory rate is as
follows:




                                                      YEARS ENDED JUNE 30,
                                                 ------------------------------
                                                   2004      2003       2002
                                                 --------  ---------  ---------
                                                         (IN THOUSANDS)
                                                             
Federal income tax (benefit) at statutory rate   $(3,717)  $(12,642)  $(30,863)
State taxes (net of federal tax benefit)             (77)        66       (968)
Non deductible goodwill                                -          -     16,176 
Change in valuation allowance                      4,338     12,646      7,865 
Permanent differences                                193         10        403 
Research and development credit                     (570)      (596)      (399)
Foreign tax rate variances                           (90)       411        248 
Deferred compensation                                 84        337        250 
Reduction in tax contingency reserve based
on IRS exam and other                               (486)        18        623
                                                 --------  ---------  ---------
                                                 $  (325)  $    250   $ (6,665)
                                                 ========  =========  =========




     As of June 30, 2004, the Company has net operating loss carryovers of $69.7
million  and  $39.0  million  for  federal  and  California income tax purposes,
respectively.  The federal and California net operating loss carryovers begin to
expire  in  years  2021  and  2013,  respectively.

     Approximately $2.3 million of the net operating loss carryforwards resulted
from  the  Company's acquisition of Synergetic (Note 2). For financial reporting
purposes, a valuation allowance of approximately $773,000 has been recognized to
offset  the  deferred  tax  asset  related  to  those  carryforwards. If or when
realized, a portion of the tax benefit for those items will be applied to reduce
goodwill  and  acquired  intangibles  related  to the acquisition of Synergetic.

     The Company has recorded a valuation allowance against its net deferred tax
assets  of $39.0 million. If or when realized, the tax benefits relating to, and
the  reversal  of, approximately $3.1 million of the valuation allowance will be
accounted  for  as  an  increase  in  additional  paid-in capital. The valuation
allowance  was  established  due to uncertainties surrounding the realization of
the  deferred  tax  assets.

     Due  to  the "change of ownership" provision of the Tax Reform Act of 1986,
utilization  of  the  Company's  net operating loss carryforwards and tax credit
carryforwards  may  be subject to an annual limitation against taxable income in
future  periods.  As  a  result  of  the  annual  limitation, a portion of these
carryforwards  may  expire before ultimately becoming available to reduce future
income  tax  liabilities.

     In  2003, the Internal Revenue Service completed its audit of the Company's
federal income tax returns for the years ended June 30, 1999, 2000 and 2001. The
Company  had  accrued  for  this liability in prior fiscal periods. Based on the
final  resolution  and  related state impact of the IRS examination, the Company
recorded  a  reduction in its tax contingency reserve of approximately $500,000.

     The  Company  is  under  current  discussions  with  the  Swiss Federal Tax
Authorities  ("SFTA") regarding the inability of the Company's Swiss subsidiary,
Lantronix  International  AG,  to  meet  certain  guidelines as set within a tax
ruling  that was obtained in May 2001. The ruling provided for reduced Swiss tax
rates.  The subsidiary was unable to meet the guidelines set forth in the ruling
due  to  slower  than  planned  growth  in  this subsidiary, consistent with the
overall Company, and has since converted the subsidiary to a holding company. At
this  time,  neither  the  Company nor the SFTA have taken a definitive position
regarding  resolution of open tax matters. Based on a variety of assumptions and
positions  possible,  the  potential  future  tax  exposure  in  this  matter is
estimated  at  $0 to $700,000. The Company has not provided any amounts for this
matter  in  the  consolidated  financial  statements.


                                      F-24



13.     COMMITMENTS  AND  CONTINGENCIES

Leases

     The Company leases office equipment and its office and warehouse facilities
under  noncancelable  operating  leases.  In  July 2000, the Company renewed its
office  and  warehouse facility lease in Irvine, California commencing in August
2000  and  expiring  in  July  2005.

     The  following  schedule  represents  minimum  lease  payments  for  all
noncancelable-operating  leases  as  of  June  30,  2004.

Fiscal  year  ending  June  30  (in  thousands):

2005                                $1,562
2006                                   437
2007                                   162
                                    ------
Total  minimum  lease  payments     $2,161
                                    ======


     Facilities  rent  expense  for the years ended June 30, 2004, 2003 and 2002
were  $1.3  million,  $1.7  million  and  $1.9  million,  respectively.


Royalties

     The  Company  has  historically  outsourced  a  substantial  portion of its
engineering  and  production  development  activities  under  contract.  Certain
development  contracts contain royalty provisions based upon sales and/or margin
activity  of  the underlying products. Approximately $1.2 million is included in
cost  of sales in the accompanying consolidated statements of operations for the
year  ended  June  30,  2002,  relating  to royalties paid on applicable product
sales.  During  the  years  ended June 30, 2004 and 2003 no accrued royalties or
royalty  expense  was  recorded.

     The  Company  announced  on  May  30,  2002,  that  it  had  signed  a  new
intellectual  property  agreement  with  Gordian. The agreement extinguishes the
Company's  obligation  to  pay  royalties  for  each  unit of a Gordian designed
product  that  it  sells  (Note  5).


14.     LITIGATION

Government  Investigation

     The  Securities  and  Exchange  Commission  ("SEC")  is conducting a formal
investigation  of  the  events  leading  up  to the Company's restatement of its
financial  statements  on  June  25,  2002.  The  Department  of Justice is also
conducting  an  investigation  concerning  events  related  to  the restatement.

Class  Action  Lawsuits

     On  May  15,  2002, Stephen Bachman filed a class action complaint entitled
Bachman  v. Lantronix, Inc., et al., No. 02-3899, in the U.S. District Court for
the  Central  District  of  California  against  the  Company and certain of its
current  and former officers and directors alleging violations of the Securities
Exchange  Act of 1934 and seeking unspecified damages. Subsequently, six similar
actions  were  filed  in the same court. Each of the complaints purports to be a
class  action  lawsuit  brought  on behalf of persons who purchased or otherwise
acquired  the Company's common stock during the period of April 25, 2001 through
May  30,  2002,  inclusive. The complaints allege that the defendants caused the
Company to improperly recognize revenue and make false and misleading statements
about  its  business.  Plaintiffs  further allege that the defendants materially
overstated the Company's reported financial results, thereby inflating its stock
price  during  its securities offering in July 2001, as well as facilitating the
use  of  its  common stock as consideration in acquisitions. The complaints have
subsequently  been consolidated into a single action and the court has appointed
a  lead  plaintiff. The lead plaintiff filed a consolidated amended complaint on
January  17,  2003.  The  amended  complaint  now  purports to be a class action
brought  on  behalf of persons who purchased or otherwise acquired the Company's


                                      F-25



common  stock  during  the  period  of  August  4,  2000  through  May 30, 2002,
inclusive.  The  amended  complaint continued to assert that the Company and the
individual  officer  and  director  defendants  violated  the 1934 Act, and also
includes alleged claims that the Company and its officers and directors violated
the Securities Act of 1933 arising from the Company's Initial Public Offering in
August  2000.  The  Company  has  filed  a  motion  to  dismiss  the  additional
allegations  on  March  3, 2003. Plaintiffs filed their second amended complaint
February  6,  2004,  and  the  Company  filed a motion to dismiss the additional
allegations  in  the  second  amended complaint on March 10, 2004. On August 19,
2004,  the  Court  granted  in part and denied in part the motion to dismiss. On
September 13, 2004, Plaintiff's filed their third amended complaint. We have not
yet  answered  the third amended complaint, and discovery has not yet commenced.

Derivative  Lawsuit

     On  July  26,  2002,  Samuel  Ivy  filed a shareholder derivative complaint
entitled  Ivy  v. Bernhard Bruscha, et al., No. 02CC00209, in the Superior Court
of  the  State of California, County of Orange, against certain of the Company's
current  and  former  officers  and directors. On January 7, 2003, the plaintiff
filed  an  amended complaint. The amended complaint alleges causes of action for
breach  of  fiduciary  duty,  abuse  of  control,  gross  mismanagement,  unjust
enrichment,  and  improper  insider stock sales. The complaint seeks unspecified
damages  against  the  individual  defendants on the Company's behalf, equitable
relief,  and  attorneys'  fees.

     The  Company  filed  a  demurrer/motion to dismiss the amended complaint on
February 13, 2003. The basis of the demurrer is that the plaintiff does not have
standing  to bring this lawsuit since plaintiff has never served a demand on the
Company's Board that the Board take certain actions on behalf of the Company. On
April  17, 2003, the Court overruled the Company's demurrer. All defendants have
answered  the  complaint  and  generally  denied  the allegations. Discovery has
commenced,  but  no  trial  date  has  been  established.

Employment  Suit  Brought  by Former Chief Financial Officer and Chief Operating
Officer  Steve  Cotton

     On September 6, 2002, Steve Cotton, the Company's former CFO and COO, filed
a  complaint  entitled  Cotton v. Lantronix, Inc., et al., No. 02CC14308, in the
Superior  Court  of  the  State  of  California, County of Orange. The complaint
alleges  claims for breach of contract, breach of the covenant of good faith and
fair  dealing,  wrongful  termination,  misrepresentation,  and  defamation. The
complaint  seeks  unspecified  damages,  declaratory relief, attorneys' fees and
costs.

     The  Company  filed a motion to dismiss on October 16, 2002, on the grounds
that  Mr.  Cotton's complaints are subject to the binding arbitration provisions
in  Mr. Cotton's employment agreement. On January 13, 2003, the Court ruled that
five  of  the  six  counts  in  Mr.  Cotton's  complaint  are subject to binding
arbitration. The court is staying the sixth count, for declaratory relief, until
the  underlying  facts are resolved in arbitration. No arbitration date has been
set.

Securities  Claims  Brought  by Former Shareholders of Synergetic Micro Systems,
Inc.

     On  October  17,  2002,  Richard  Goldstein  and  several  other  former
shareholders  of  Synergetic  filed  a  complaint  entitled  Goldstein, et al v.
Lantronix,  Inc., et al in the Superior Court of the State of California, County
of Orange, against the Company and certain of its former officers and directors.
Plaintiffs  filed an amended complaint on January 7, 2003. The amended complaint
alleges  fraud, negligent misrepresentation, breach of warranties and covenants,
breach  of  contract  and  negligence,  all  stemming  from  its  acquisition of
Synergetic.  The  complaint  seeks  an  unspecified amount of damages, interest,
attorneys' fees, costs, expenses, and an unspecified amount of punitive damages.
On  May  5,  2003,  the  Company answered the complaint and generally denied the
allegations in the complaint. Discovery has commenced but no trial date has been
established.

Patent  Infringement  Litigation

     On  August  10,  2004, Digi International served a complaint on the Company
alleging  that certain of the Company's products infringe Digi's U.S. Patent No.
6,446,192. Digi filed the complaint in the U.S. District Court in Minnesota. The
complaint  seeks  both  monetary  and  non-monetary relief. The Company is still
analyzing  all  of  the  allegations  of  the complaint. On August 30, 2004, the
Company  served  and filed an answer and counterclaim seeking to invalidate U.S.
Patent  No.  6,446,192 for failure to meet the applicable statutory requirements
in  Part II of Title 35 of the United States Code including, without limitation,
35  U.S.C.  Sec.  102,  103  and  112,  as  conditions  for  patentability.  The
counterclaim  seeks  both  monetary  and  non-monetary  relief.


                                      F-26



     The  Company filed, on May 3, 2004, a complaint against Digi, alleging that
certain  of Digi's products infringe the Company's U.S. Patent No. 6,571,305, in
the  U.S.  District  Court for the Central District of California. The Complaint
seeks  both  monetary  and non-monetary relief from Digi's alleged infringement.
Digi has filed an answer and counterclaim alleging invalidity of the patent. The
counterclaim  seeks  both  monetary  and  non-monetary  relief.

Other

     From  time  to  time, the Company is subject to other legal proceedings and
claims in the ordinary course of business. The Company is currently not aware of
any such legal proceedings or claims that it believes will have, individually or
in  the  aggregate,  a  material  adverse  effect  on  its  business, prospects,
financial  position,  operating  results  or  cash  flows.

     The  pending  lawsuits involve complex questions of fact and law and likely
will  continue to require the expenditure of significant funds and the diversion
of  other  resources to defend. Management is unable to determine the outcome of
its  outstanding legal proceedings, claims and litigation involving the Company,
its  subsidiaries,  directors  and  officers  and cannot determine the extent to
which  these  results  may  have  a  material  adverse  effect  on the Company's
business,  results  of  operations and financial condition taken as a whole. The
results  of  litigation  are  inherently  uncertain,  and  adverse  outcomes are
possible.  The  Company  is  unable  to estimate the range of possible loss from
outstanding  litigation,  and  no amounts have been provided for such matters in
the  consolidated  financial  statements.


15.     GEOGRAPHIC  AND  SIGNIFICANT  CUSTOMER  INFORMATION

Revenue  by  Geographic  Area

     Net  revenue  by  geographic  area  is  provided  below:



                                    YEAR ENDED JUNE 30,
                                    -------------------
                             2004            2003            2002
                        --------------  --------------  --------------
                                    (AMOUNTS IN THOUSANDS)
                                               
America                 $33,847    69%  $37,391    76%  $47,691    83%
Europe                   11,252    23%   10,366    21%    8,249    14%
Other                     3,786     8%    1,632     3%    1,651     3%
                        -------  -----  -------  -----  -------  -----
Total net revenues      $48,885   100%  $49,389   100%  $57,591   100%
                        =======  =====  =======  =====  =======  =====


Significant  Customer  Information

     One  customer, Ingram Micro, Inc., accounted for approximately 14%, 11% and
12%  of  the  Company's net revenues for the years ended June 30, 2004, 2003 and
2002,  respectively.  Another  customer,  Tech  Data  Corporation, accounted for
approximately  9%, 10% and 11% of the Company's net revenues for the years ended
June  30, 2004, 2003 and 2002, respectively. Accounts receivable attributable to
these  two  domestic  customers accounted for approximately 13% and 16% of total
accounts  receivable  at  June  30,  2004  and  2003,  respectively.

     One  international customer, a related party due to common ownership by the
Company's  major  stockholder,  accounted for approximately 3%, 4% and 5% of the
Company's  net  revenues  for  the  years  ended  June  30, 2004, 2003 and 2002,
respectively.  The  Company  also  had  an  agreement  with  the  same  related
international  customer  for  the provision of technical support services to the
Company at the rate of $7,500 per month, which has now been terminated. Included
in  selling,  general  and administrative expenses is $90,000 for the year ended
June 30, 2002, for these support services. No support services were incurred for
the  years  ended  June  30,  2004  and  2003.


                                      F-27



16.     QUARTERLY  FINANCIAL  DATA  (UNAUDITED)

     Set  forth  below  is  summarized  unaudited  quarterly  data:






                                                 INCOME (LOSS) FROM
                                               CONTINUING  OPERATIONS          Net  loss
                                                                               ---------
                                   GROSS                    DILUTED                      DILUTED
                Net revenues   PROFIT (LOSS)    Amount     PER SHARE    Amount          PER SHARE
                -------------  --------------  ---------  -----------  ---------       -----------
                                                                  
Fiscal 2004
First quarter   $      12,201  $       6,156   $ (2,272)  $    (0.04)  $ (3,049)       $    (0.05)
Second quarter         12,498          5,644     (1,516)       (0.03)    (5,255)  (4)       (0.09)
Third quarter          12,310          6,917        116        (0.00)      (553)  (5)       (0.01)
Fourth quarter         11,876          5,142     (6,935)       (0.12)    (6,797)  (6)       (0.12)
                -------------  --------------  ---------  -----------  ---------       -----------
Total           $      48,885  $      23,859   $(10,607)  $    (0.19)  $(15,654)       $  (0.28)* 
                =============  ==============  =========  ===========  =========       ===========

Fiscal 2003
First quarter   $      12,681  $       4,605   $(10,358)  $    (0.19)  $(11,402)  (1)  $    (0.21)
Second quarter         12,603          5,071     (6,250)       (0.12)    (7,122)            (0.13)
Third quarter          12,340          3,114     (7,803)       (0.14)    (9,921)  (2)       (0.18)
Fourth quarter         11,765            335    (13,023)       (0.24)   (19,104)  (3)       (0.35)
                -------------  --------------  ---------  -----------  ---------       -----------
Totals          $      49,389  $      13,125   $(37,434)  $   (0.69)*  $(47,549)       $   (0.88)*
                =============  ==============  =========  ===========  =========       ===========


*     Annual  per  share  amounts  may  not  agree  to  the sum of the quarterly per share amounts
      due  to  differences  between  average  shares  outstanding  during  the  periods.

(1)     Includes  restructuring  charges  of  $4,929.

(2)     Includes  litigation  settlement  costs  of  $1,075  and  restructuring  charges  of $120.

(3)     Includes  impairment  of  goodwill  and purchased intangible assets of $10,637, litigation
        settlement  costs  of  $1,532  and  restructuring  charges  of  $662.

(4)     Includes  impairment of goodwill and purchased intangible assets of $3.0
        million.

(5)     Includes  a $2.1 million recovery from previously recorded restructuring
        reserves.

(6)     Includes  $5.0  million  write-off  of  the Company's  investment  in  Xanboo.






                                      F-28



                                INDEX TO EXHIBITS



                                                                           INCORPORATED BY REFERENCE
                                                                        --------------------------------
EXHIBIT                                                                                                    FILED
NUMBER   EXHIBIT DESCRIPTION                                 FORM       FILE NO.   EXHIBIT   FILING DATE  HEREWITH
                                                                        ---------  --------  -----------  --------
                                                                                        

    3.1  Certificate of Incorporation of Registrant . .  S - 1          333-37508      3.2    05/19/2000

         Bylaws of the registrant as amended
    3.4  on October 1, 2002 . . . . . . . . . . . . . .  10-K           001-16027      3.4    10/08/2002

         Form of Registrant's common stock. . . . . . .  S - 1,
    4.1  certificate. . . . . . . . . . . . . . . . . .  Amend.  No. 1  333-37508      4.1    06/13/2000

         Form of Indemnification Agreement
         entered into by registrant with each of its. .  S - 1,
   10.1  directors and executive officers . . . . . . .  Amend.  No. 1  333-37508     10.1    06/13/2000

         1993 Stock Option Plan and forms of. . . . . .  S - 1,
   10.2  agreements thereunder. . . . . . . . . . . . .  Amend.  No. 1  333-37508     10.2    06/13/2000

         1994 Nonstatutory Stock Option Plan. . . . . .  S - 1,
   10.3  and forms of agreements thereunder . . . . . .  Amend.  No. 1  333-37508     10.3    06/13/2000

         2000 Stock Plan and forms of agreements. . . .  S - 1,
   10.4  thereunder . . . . . . . . . . . . . . . . . .  Amend.  No. 1  333-63030     10.4    06/13/2000

                                                         S - 1,
   10.5  2000 Employee Stock Purchase Plan. . . . . . .  Amend.  No. 1  333-37508     10.5    06/13/2000

                                                         S - 1,
   10.6  Form of Warranty . . . . . . . . . . . . . . .  Amend.  No. 1  333-37508     10.6    06/13/2000

         Employment Agreement between registrant
   10.7  and Fred Thiel . . . . . . . . . . . . . . . .  S - 1          333-37508     10.7    05/19/2000

         Employment Agreement between registrant
   10.8  and Steve Cotton . . . . . . . . . . . . . . .  S - 1          333-37508     10.8    05/19/2000

         Employment Agreement between registrant
   10.9  and Johannes Rietschel . . . . . . . . . . . .  S - 1          333-37508     10.9    05/19/2000

         Lease Agreement between registrant and . . . .  S - 1,
  10.10  The Irvine Company . . . . . . . . . . . . . .  Amend.  No. 1  333-37508    10.10    06/13/2000

         Loan and Security Agreement between. . . . . .  S - 1,
  10.11  registrant and Silicon Valley Bank . . . . . .  Amend.  No. 1  333-37508    10.11    06/13/2000

         Research and Development Agreement
         between registrant and Gordian . . . . . . . .  S - 1,
  10.12  * Confidential treatment pursuant to Rule 406.  Amend.  No. 1  333-37508    10.12    06/13/2000

         Distributor Contract between registrant and
         Tech Data Corporation. . . . . . . . . . . . .  S - 1,
  10.13  * Confidential treatment pursuant to Rule 406.  Amend.  No. 1  333-37508    10.13    06/13/2000

         Distributor Contract between registrant and
         Ingram Micro Inc.. . . . . . . . . . . . . . .  S - 1,
  10.14  * Confidential treatment pursuant to Rule 406.  Amend.  No. 1  333-37508    10.14    06/13/2000

         Offer to Exchange Outstanding Options,
  10.15  dated December 19, 2002. . . . . . . . . . . .  Schedule TO    005-60979  99(a)(1)   12/19/2002

   21.1  Subsidiaries of registrant . . . . . . . . . .  10 - K         001-16027     21.1    09/28/2001

         Consent of Independent Registered Public
   23.1  Accounting Firm                                                                                  X

   24.1  Power of Attorney (see page II-2)                                                                X

   31.1  Certificate of Principal Executive Officer                                                       X

   31.2  Certificate of Principal Financial Officer                                                       X

         Certification of Chief Executive Officer and
         Chief Financial Officer pursuant to 18 U.S.C.
         1350, as adopted pursuant to   906 of
   32.1  Sarbanes Oxley Act of 2002                                                                       X

         Report of Independent Registered Public 
         Accounting Firm on Financial Statement 
   99.1  Schedule                                                                                         X

         Consolidated Valuation and Qualifying
   99.2  Accounts                                                                                         X




                                      II-1



                                   SIGNATURES

     Pursuant  to  the  requirements  of  Section 13 and 15(d) of the Securities
Exchange  Act  of  1934 Lantronix has duly caused this Registration Statement on
Form  10-K  to  be  signed  on  its  behalf  by  the undersigned, thereunto duly
authorized,  in  the  City  of  Irvine,  State  of California, on the 7th day of
October,  2004.

     LANTRONIX,  INC.

     By:  /s/  JAMES  W.  KERRIGAN
          ------------------------
          JAMES  W.  KERRIGAN
          CHIEF  FINANCIAL  OFFICER

                                POWER OF ATTORNEY

     KNOW  ALL  PERSONS  BY  THESE  PRESENTS,  that  each person whose signature
appears  below  constitutes  and  appoints James Kerrigan, his attorney-in-fact,
with the power of substitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this Form 10-K and to file
the  same,  with  all exhibits thereto in all documents in connection therewith,
with  the  Securities  and  Exchange  Commission,  granting  unto  said
attorneys-in-fact  and  agents, and each of them, full power and authority to do
and  perform  each and every act and thing requisite and necessary to be done in
and  about  the  premises,  as  fully to all intents and purposes as he might or
could  do  in  person,  hereby  ratifying  and  confirming  all  that  such
attorneys-in-fact  and  agents  or  any  of  them, or his or their substitute or
substitutes,  may  lawfully  do  or  cause  to  be  done  by  virtue  hereof.

     Pursuant  to  the  requirements  of the Securities Exchange Act of 1934, as
amended,  this  report  on Form 10-K has been signed by the following persons in
the  capacities  and  on  the  dates  indicated.

     Signature           Title                                          Date
-----------------------  --------------------------------------------  -------

/s/  H.  K.  DESAI       Chairman  of  the  Board                      10/7/04
------------------
H.  K.  DESAI

/s/  MARC H. NUSSBAUM    Chief  Executive  Officer,                    10/7/04
-------------------      President  (Principal  Executive  Officer)
    MARC H. NUSSBAUM

/s/  JAMES W. KERRIGAN   Chief  Financial  Officer                     10/7/04
--------------------     (Principal Financial and Accounting Officer)  
JAMES W. KERRIGAN     

/s/  THOMAS  W.  BURTON  Director                                      10/7/04
-----------------------
THOMAS  W.  BURTON

/s/  HOWARD  T.  SLAYEN  Director                                      10/7/04
-----------------------
HOWARD  T.  SLAYEN

/s/  KATHRYN  B.  LEWIS  Director                                      10/7/04
-----------------------
KATHRYN  B.  LEWIS


                                      II-2