UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

~~July 26~~AUGUST 23, 2007 Date of Report (Date of earliest event reported)

~~Date~~SYNTAX-BRILLIAN ~~of report (Date of earliest event reported)~~CORPORATION

Syntax-Brillian Corporation

(Exact Name of Registrant as Specified in Charter)

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

1600 N. DESERT DRIVE
TEMPE, ARIZONA
85281

(Address of Principal Executive Offices) (Zip Code)

(602) 389-8888

(Registrant’s telephone number, including area code)

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

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

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

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

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

TABLE OF CONTENTS

Item 1.01. Entry into a Material Definitive Agreement Item 2.03. Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant Item 9.01. Financial Statements and Exhibits SIGNATURES EXHIBIT INDEX EX-10.38(A) EX-10.47 EX-10.49


	Item 1.01. Entry into a Material Definitive Agreement.
	Item 3.02. Unregistered Sales of Equity Securities.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-10.68
EX-10.69
EX-99.1

Item 1.01. Entry into a Material Definitive Agreement.

On ~~July~~August 2623, 2007, we ~~entered~~completed ~~into~~the ansale ~~amendment~~of toan ~~our~~aggregate ~~business~~of ~~loan~~3,083,945 ~~and~~shares ~~security~~of ~~agreement~~our common ~~with~~stock ~~Preferred~~for ~~Bank~~gross ~~(the~~proceeds ~~“Amended~~of ~~Loan~~$20,000,000. ~~Agreement”)~~The ~~and~~sale ~~Fifth~~was ~~Amended~~made ~~and~~pursuant ~~Restated~~to ~~Promissory~~the ~~Note~~terms ~~- Variable~~and ~~Rate~~conditions ~~(the~~of a ~~“Amended~~securities ~~Note”)~~purchase toagreement, ~~increase~~dated ~~our~~August 23, ~~existing~~2007, ~~credit~~with ~~line~~TECO toElectric ~~the~~& ~~lesser~~Machinery ~~of $75~~Co.,~~000~~ Ltd.,~~000~~ ora manufacturer ~~our~~of ~~Borrowing~~electrical ~~Base~~components ~~(as~~used ~~defined~~ in ~~the~~our ~~Amended~~Olevia ~~Loan~~™ ~~Agreement).~~branded ~~The~~LCD ~~total~~TVs. ~~amount~~A copy of ~~borrowings~~ ~~permitted under~~ the securities ~~Amended~~purchase ~~Loan~~agreement ~~Agreement~~ is ~~subject~~filed toherewith ~~the~~as ~~following~~Exhibit 10.68. ~~limitations:~~In ~~(a) $10,000,000~~connection ~~for~~with the issuance of ~~letters~~the ofcommon ~~credit;~~stock, ~~and~~we ~~(b) up~~entered tointo ~~the~~a ~~lesser~~registration ofrights ~~(i)~~agreement. ~~$65 million~~Pursuant ~~or (ii) our~~to ~~Borrowing~~the ~~Base~~registration rights ~~for~~agreement, ~~general~~we ~~working~~are ~~capital~~required orto ~~other~~file ~~corporate~~a ~~purposes.~~registration ~~The~~statement ~~borrowings~~ under the ~~facility~~Securities ~~continue~~Act toof ~~bear interest at Preferred Bank’s prime rate plus 0.50% and mature~~1933 oncovering ~~December 5,~~the ~~2008.~~resale ~~The foregoing description~~ of the ~~Amended~~common ~~Loan~~stock ~~Agreement~~purchased ~~and~~by ~~Amended~~TECO. ~~Note~~We ~~does not~~will ~~purport~~pay toall beexpenses ~~complete~~incurred ~~and~~in connection iswith ~~qualified~~the inregistration, ~~its~~except ~~entirety~~for byunderwriting ~~reference~~discounts toand ~~the~~commissions. ~~full~~A ~~text~~copy of the ~~Amended~~registration ~~Loan~~rights ~~Agreement~~agreement ~~and~~is ~~Amended Note, which are~~ filed herewith as Exhibit 10.~~38(a)~~69. ~~and~~A ~~Exhibit 10.49, respectively,~~copy ~~and~~of ~~are~~the ~~incorporated~~press byrelease announcing ~~reference~~the ~~into~~transaction ~~this~~is ~~Item~~filed herewith as Exhibit 99.1.~~01.~~

OnThe ~~July 26,~~foregoing ~~2007,~~description weof ~~also~~the ~~amended~~sale ~~our~~of ~~outstanding Promissory Note — Variable Rate to increase~~ the ~~principal~~shares ~~amount~~of ~~from~~our ~~$2,000,000~~common tostock ~~$4,000,000. This note bears interest at Preferred Bank’s prime rate plus 0.50%~~ and ~~matures on December 5, 2008. The foregoing description of~~ the ~~amended~~registration ~~Promissory~~rights ~~Note~~granted —in ~~Variable~~connection ~~Rate~~therewith ~~does not purport to be complete and~~ is qualified in its entirety by reference to the ~~full~~securities purchase ~~text~~agreement ofand ~~the~~registration ~~amended~~rights ~~Promissory~~agreement, ~~Note~~each —filed ~~Variable~~herewith ~~Rate~~as ~~which~~Exhibits is10.68 ~~filed as Exhibit~~and 10.4769, ~~and is incorporated by reference into this Item 1~~respectively.~~01.~~

Item 2 3.0302. ~~Creation~~Unregistered ofSales ~~Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement~~ of aEquity ~~Registrant~~Securities.

The disclosure provided in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 3.02 with respect to the sale of the common stock. The sale of the common stock was made in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.03 In this regard, the securities were sold to a purchaser that made representations to us that (1) the securities were being acquired by the purchaser for investment only and not with view to or for sale in connection with any distribution of the securities, (2) the purchaser had such knowledge, sophistication, and experience in business and financial matters so as to be capable of evaluating the merits and risks of its investment, and (3) the purchaser is an “accredited investor” within the meaning of the Securities Act. We intend to use the net proceeds from the sale of the common stock for working capital and general corporate purposes.

Item 9.01. Financial Statements and Exhibits.

	(a)		Financial Statements of Business Acquired. Not applicable.

	(b)		Pro Forma Financial Information. Not applicable.

	(c)		Shell Company Transactions. Not applicable.

(d)

Exhibits.

~~Exhibit~~	Exhibit
~~Number~~	Number	~~Description~~	Description
10.38(a)		Second Amendment to Amended and Restated Business Loan and Security Agreement, dated as of July 26, 2007, by and among Preferred Bank, the Registrant, Syntax Groups Corporation, and Syntax Corporation.
	10.68		Securities Purchase Agreement, dated as of August 23, 2007, between the Registrant and TECO Electric & Machinery Co., Ltd.
10.47		Amended Promissory Note — Variable Rate issued on July 26, 2007 by Syntax Groups Corporation and Syntax Corporation in favor of Preferred Bank.
	10.69		Registration Rights Agreement, dated as of August 23, 2007, between the Registrant and TECO Electric & Machinery Co., Ltd.
10.49		Fifth Amended and Restated Promissory Note — Variable Rate issued on July 26, 2007 by the Registrant, Syntax Groups Corporation, and Syntax Corporation in favor of Preferred Bank.
	99.1		Press release dated August 23, 2007 entitled “Syntax-Brillian Announces $20 Million Strategic Investment, Three-way Alliance with TECO and Kolin”

SIGNATURES

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

	SYNTAX-BRILLIAN CORPORATION
Date: July 30 , 2007	By:	/s/ Wayne A. Pratt
Date: August 29, 2007	By:	/s/ Wayne A. Pratt
		Wayne A. Pratt
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number		Description
10.38(a)		Second Amendment to Amended and Restated Business Loan and Security Agreement, dated as of July 26, 2007, by and among Preferred Bank, the Registrant, Syntax Groups Corporation, and Syntax Corporation.
10.68		Securities Purchase Agreement, dated as of August 23, 2007, between the Registrant and TECO Electric & Machinery Co., Ltd.
10.47		Amended Promissory Note — Variable Rate issued on July 26, 2007 by Syntax Groups Corporation and Syntax Corporation in favor of Preferred Bank.
10.69		Registration Rights Agreement, dated as of August 23, 2007, between the Registrant and TECO Electric & Machinery Co., Ltd.
10.49		Fifth Amended and Restated Promissory Note — Variable Rate issued on July 26, 2007 by the Registrant, Syntax Groups Corporation, and Syntax Corporation in favor of Preferred Bank.
99.1		Press release dated March 28, 2007 entitled “Syntax-Brillian Announces $20 Million Strategic Investment, Three-way Alliance with TECO and Kolin”

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