UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September~~March 3031, ~~2010~~ 2011

Commission File Number 0-25882

EZENIA! INC.

(Exact name of registrant as specified in its charter)

DELAWARE		04-3114212
(State or other jurisdiction of incorporation		(IRS Employer Identification No.)
or organization)

14 Celina Avenue, Suite 17-18, Nashua, NH 03063

(Address of principal executive offices, including zip code)

(603) 589-7600

(Registrant’s telephone number, including area code)

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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non- accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer o		Accelerated Filer o

Non-Accelerated Filer o		Smaller Reporting Company x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares outstanding of the registrant’s Common Stock as of ~~October~~April 3129, ~~2010~~ 2011 was 15,~~593~~601,~~007~~601.

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EZENIA! INC.

INDEX

		~~Page~~		Page
Part I.	~~Financial Information~~		Financial Information
Item 1	~~Condensed Consolidated Financial Statements (unaudited)~~		Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets as of September 30, 2010 and December 31, 2009	3
			Condensed Consolidated Balance Sheets as of March 31, 2011 (unaudited) and December 31, 2010	3
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2010 and 2009	4
			Condensed Consolidated Statements of Operations for the three months ended March 31, 2011 and 2010 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2010 and 2009	5
			Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2011 and 2010 (unaudited)	5
	Notes to Condensed Consolidated Financial Statements	6
			Notes to Condensed Consolidated Financial Statements (unaudited)	6
Item 2	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	9	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3	~~Quantitative and Qualitative Disclosures About Market Risk~~	14	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4	~~Controls and Procedures~~	14	Controls and Procedures	12
Part II.	~~Other Information~~		Other Information	13
Item 1	~~Legal Proceedings~~	15	Legal Proceeding	13
Item 1A	~~Risk Factors~~	15	Risk Factors	13
Item 6	Exhibits	15
Item 2			Unregistered Sales of Equity Securities and Use of Proceeds	13
Signatures		16
Item 3			Defaults Upon Senior Securities	13
Exhibits & Certifications
Item 4			(Removed and Reserved)	13
Item 5			Other Information	13
Item 6			Exhibits	13
Signatures				15
Exhibits & Certifications				16

Note: Ezenia!, the Ezenia! Logo, InfoWorkSpace, LaunchPad and Encounter are trademarks of Ezenia! Inc. All other trademarks are property of their respective companies.

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EZENIA! INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except for share and per share related data)

(Unaudited)

	March 31,			December 31,
	2011			2010
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	1,018		$	1,759
Marketable securities	206			199
Accounts receivable	829			374
Prepaid software licenses, net	543			629
Prepaid expenses and other current assets	79			128
Total current assets	2,675			3,089
Deposits	29			29
Capitalized software, net	98			109
Prepaid software licenses, net of reserve and current portion	389			396
Equipment and improvements, net	53			62
Total assets	$	3,244		$	3,685

Liabilities and stockholders’ (deficit) equity
Current liabilities
Accounts payable	$	258		$	274
Accrued expenses	509			761
Accrued employee compensation and benefits	314			238
Accrued restructuring	45			86
Current portion of deferred revenue	1,809			1,226
Total current liabilities	2,935			2,585

Deferred revenue, net of current portion	401			488

Total liabilities	3,336			3,073

Stockholders’ (deficit) equity
Preferred stock, $.01 par value, 2,000,000 shares authorized, none issued and outstanding	—			—
Common stock, $.01 par value, 40,000,000 shares authorized, 16,362,589 issued and 15,601,601 outstanding at March 31, 2011 and December 31, 2010	163			163
Capital in excess of par value	67,098			67,018
Accumulated deficit	(64,408		)	(63,624		)
Treasury stock at cost, 759,537 shares	(2,945		)	(2,945		)
Total stockholders’ (deficit) equity	(92		)	612
Total liabilities and stockholders’ (deficit) equity	$	3,244		$	3,685

	September 30,			December 31,
	2010			2009
Assets
Current assets
Cash and cash equivalents	$	3,009		$	4,203
Marketable securities	190			180
Accounts receivable, less allowances of $9 at September 30, 2010 and $28 at December 31, 2009	68			129
Prepaid software licenses	1,746			1,239
Prepaid expenses and other current assets	157			169
Total current assets	5,170			5,920
Deposits	29			15
Capitalized software, net	119			—
Equipment and improvements, net	66			133
Total assets	$	5,384		$	6,068
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	286		$	273
Accrued expenses	1,740			1,627
Accrued restructuring	98			228
Accrued employee compensation and benefits	232			195
Deferred revenue	1,269			876
Total current liabilities	3,625			3,199
Deferred revenue, net of current portion	577			3
Stockholders’ equity
Preferred stock, $.01 par value, 2,000,000 shares authorized, none issued and outstanding	—			—
Common stock, $.01 par value, 40,000,000 shares authorized, 15,561,976 issued and 14,802,439 outstanding at September 30, 2010 and 15,417,754 issued and 14,658,217 outstanding at December 31, 2009	163			154
Capital in excess of par value	66,922			66,459
Accumulated deficit	(62,958		)	(60,802		)
Treasury stock at cost, 759,537 shares at September 30, 2010 and December 31, 2009	(2,945		)	(2,945		)
Total stockholders’ equity	1,182			2,866
Total liabilities and stockholders’ equity	$	5,384		$	6,068

See accompanying notes to unaudited condensed consolidated financial statements.

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EZENIA! INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except for share and per share related data)

(Unaudited)

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2010			2009			2010			2009
	2011			2010
Revenues
Product revenue	$	640		$	794		$	2,061		$	2,656
Product revenues	$	676		$	703
Product development revenue	—			25			—			59
Cost of revenues
	640			819			2,061			2,715
Cost of product revenue	239			245
Cost of revenues
Gross profit	437			458
Cost of product revenue	259			260			777			1,111
Operating expenses
Cost of product development revenue	—			10			—			24
General and administrative	479			597
	259			270			777			1,135
Research and development	469			215
Gross profit	381			549			1,284			1,580
Sales and marketing	213			266
Operating expenses
Occupancy and other facilities-related expenses	58			97
Research and development	228			454			695			1,414
Depreciation	10			34
Sales and marketing	322			293			894			827
Total operating expenses	1,229			1,209
General and administrative	429			603			1,572			1,869
Loss from operations	(792		)	(751		)
Depreciation	10			33			78			118
Other income
Occupancy and other facilities-related expenses	67			67			221			199
Other income	7			4
Total operating expenses	1,056			1,450			3,460			4,427
Interest income	1			4
Loss from operations	(675		)	(901		)	(2,176		)	(2,847		)
Total other income	8			8
Interest income	4			10			11			40
Net loss	$	(784	)	$	(743	)
Other income (expense)	26			27			10			41
Loss per share:
	30			37			21			81
Basic and diluted	$	(0.05	)	$	(0.05	)
Net loss	$	(645	)	$	(864	)	$	(2,155	)	$	(2,766	)
Weighted average common shares:
Basic and diluted loss per share:
Basic and diluted	15,601,601			14,658,217
Basic	$	(0.04	)	$	(0.06	)	$	(0.14	)	$	(0.19	)
Diluted	$	(0.04	)	$	(0.06	)	$	(0.14	)	$	(0.19	)
Weighted average common shares:
Basic	15,559,301			14,658,217			15,147,365			14,658,217
Diluted	15,559,301			14,658,217			15,147,365			14,658,217

See accompanying notes to unaudited condensed consolidated financial statements.

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EZENIA! INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine Months Ended
	Three Months Ended
	September 30,
	March 31,
	2010			2009
	2011			2010
Operating activities
Net loss	$	(~~2,155~~784	)	$	(~~2,766~~743	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	8920			~~118~~34
Share-based compensation	375			543
Stock-based compensation	80			130
Reversal of bad debt reserve	(19		)	—
Gain on marketable securities	(7		)	(4		)
(Gain) loss on marketable securities	(10		)	(41		)
Changes in operating assets and liabilities:
Accounts receivable	80(455		)	~~577~~(770		)
Prepaid software licenses	~~(507~~93		)	53(203		)
Prepaid expenses, security deposits and other assets	(2		)	(4		)
Prepaid expenses and other current assets	49			39
Accounts payable, accrued expenses, employee and compensation benefits and accrued restructuring	33(233		)	73150
Deferred revenue	~~967~~496			~~(78~~909		)
Net cash provided by (used in) operating activities	(1,149		)	(1,525		)
Net cash used in operating activities	(741		)	(458		)
Investing activities
Purchases of equipment and improvements	~~(11~~—		)	(375		)
Capitalized software development costs	~~(130~~—		)	—(84		)
Net cash used in investing activities	~~(141~~—		)	(3789		)
Financing activities
Change in cash and cash equivalents	(741		)	(547		)
Proceeds from stock issued under employee benefit plans	96			—
Cash and cash equivalents at beginning of period	1,759			4,203
Net cash provided by financing activities	96			—
Cash and cash equivalents at end of period	$	1,018		$	3,656
Change in cash and cash equivalents	(1,194		)	(1,562		)
Cash and cash equivalents at beginning of period	4,203			6,641
Cash and cash equivalents at end of period	$	3,009		$	5,079

See accompanying notes to unaudited condensed consolidated financial statements.

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EZENIA! INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Nature of Business and Basis of Presentation

Ezenia! Inc. (“Ezenia”, “we”, “our”, “us”, or the “Company”) operates in one business segment, which is the design, development, manufacturing, marketing and sale of conferencing and real-time collaboration solutions for corporate and governmental networks and eBusiness. Founded in 1991, ~~our~~we develop and market products that enable organizations to provide high-quality group communication and collaboration capabilities to commercial, governmental, consumer and institutional users. Our products allow individuals and groups, regardless of proximity constraints, to interact and share information in a natural, spontaneous way — voice-to-voice, face-to-face, mouse-to-mouse, keyboard-to-keyboard, flexibly, securely and in real time. Using our products, individuals can interact through a natural meeting experience, allowing groups to work together effectively and disseminate vital information quickly in a secure environment.

The accompanying unaudited ~~condensed~~ consolidated financial statements ~~include~~have ~~the accounts~~been ofprepared ~~Ezenia~~on ~~and~~a ~~its~~going ~~wholly-owned~~concern ~~subsidiaries. In~~basis, which contemplates the ~~opinion~~realization of ~~management,~~assets ~~these~~and ~~financial statements~~the ~~contain~~satisfaction ~~all~~of liabilities in the normal ~~and~~course ~~recurring~~of ~~adjustments~~business. The ~~necessary~~Company ~~for~~sustained anet ~~fair presentation~~losses of ~~the~~$784,000 ~~results~~and ofused ~~these~~cash ~~interim~~in ~~periods.~~operating ~~Certain~~activities ~~footnote disclosures~~of ~~normally~~$741,000 ~~included~~for inthe ~~financial~~three ~~statements~~months ~~prepared~~ended inMarch ~~accordance with~~31, ~~accounting~~2011. The ~~principles~~Company ~~generally~~had ~~accepted~~a inworking ~~the~~capital ~~United~~deficiency, ~~States~~stockholders’ ofdeficit ~~America~~and ~~(“GAAP”) have~~accumulated ~~been~~deficit ~~condensed~~of or$260,000, ~~omitted~~$92,000 ~~although~~and we$64.4 ~~believe~~million, ~~the~~respectively, ~~disclosures~~at inMarch ~~these financial~~31, ~~statements~~2011. These ~~are~~factors ~~adequate~~raise tosubstantial ~~make~~doubt about the ~~information~~ability ~~presented~~of ~~not misleading. These~~the ~~financial~~Company ~~statements should~~to becontinue ~~read~~as ina ~~conjunction~~going ~~with~~concern ~~our~~for ~~audited~~a ~~financial~~reasonable ~~statements~~period ~~included~~of ~~in our~~time. ~~Annual~~The ~~Report~~Company’s oncontinuation ~~Form~~as ~~10-K~~a ~~for~~going ~~the~~concern ~~year~~is ~~ended~~dependent ~~December~~upon ~~31,~~its ~~2009. The~~ability ~~results~~to ofgenerate ~~operations~~revenues ~~for~~or ~~the~~its ~~interim periods~~ability ~~shown~~to ~~are~~receive ~~not~~investment ~~necessarily~~capital ~~indicative~~and ofloans ~~the~~from ~~results~~third ~~for~~parties ~~any~~to ~~future interim~~sustain ~~period~~its orcurrent ~~for~~level ~~the~~of ~~entire fiscal year~~operations.

The ~~preparation~~ ofconsolidated ~~these~~ financial statements ~~requires~~do usnot toinclude ~~make~~any ~~estimates~~adjustments ~~and judgments~~relating ~~that~~to ~~affect~~ the ~~reported~~recoverability ~~amount of assets~~ and ~~liabilities~~classification ~~at the date~~ of ~~the~~recorded ~~financial~~asset ~~statements~~amounts ~~and~~or ~~revenue and expenses during~~ the ~~reported period. Actual~~amounts ~~results~~and ~~could~~classification ~~differ materially from these estimates. The accounting policies applied are consistent with those disclosed in Note 2~~ of ~~our~~liabilities ~~audited~~that ~~financial~~might ~~statements~~be ~~included~~necessary inshould ~~our Annual Report on Form 10-K for~~ the ~~year ended December 31, 2009. The~~ Company ~~has evaluated~~be ~~all~~unable ~~events~~to orcontinue ~~transactions~~as ~~through~~a ~~the~~going ~~date of this filing~~concern. ~~During this period, we did not have any material subsequent events that impacted our consolidated financial statements.~~

In response to current financial conditions, we have undergone a reduction in our workforce from 25 employees to 13 employees in March 2011, as well as other reductions in other general and administrative expenses. We have also continued to strengthen our sales force in order to increase our sales volume.

The accompanying unaudited condensed consolidated financial statements include the accounts of Ezenia and its wholly-owned subsidiaries. In the opinion of management, these financial statements contain all normal and recurring adjustments necessary for a fair presentation of the results of these interim periods. Certain footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted, although we believe the disclosures in these financial statements are adequate to make the information presented not misleading. These financial statements should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2010. The results of operations for the interim periods shown are not necessarily indicative of the results for any future interim period or for the entire fiscal year.

Certain accounts in the December 31, 2010 and March 31, 2010 financial statements have been reclassified for comparative purposes to conform to the presentation in the March 31, 2011 financial statements.

The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities at the date of the financial statements and revenue and expenses during the reported period. Actual results could differ materially from these estimates. The accounting policies applied are consistent with those disclosed in Note 2 of our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2010. The Company has evaluated all events or transactions through the date of this filing. During this period, we did not have any material subsequent event that has not been previously disclosed.

2. Revenue Recognition

Product revenue consists of sales of InfoWorkSpace (“IWS”) software licenses and maintenance agreements, IWS product--—related training, installation, and consulting. Revenue from sales of IWS software licenses and maintenance agreements is recognized ratably over the subscription software license contract period, which is generally one year. Revenue from IWS training, installation, and consulting services is recognized as the services are performed because we believe we have established vendor specific objective evidence of fair value based on the price charged when the services are sold separately.

Product development revenue relates to contracts involving customization of the IWS product according to customer specifications. When reliable estimates are available for the costs and efforts necessary to complete the product development and the contract does not include contractual milestones or other acceptance criteria, product development revenue is recognized under the percentage of completion contract method based upon input measures, such as hours. When such estimates are not available, we defer all revenue recognition until we have completed the contract and have no further obligations to the customer. Revenue associated with contracts for product development with milestone-based deliverables requiring a customer’s acceptance is recognized upon the customer’s acceptance in accordance with the terms of the contract. The cost associated with these deliverables or milestones is deferred until the terms of acceptance are satisfied and revenue is recognized. Certain of our product development contracts are subject to government audit and retroactive adjustment of the direct and indirect costs used to determine the contract billings. Product development revenue and accounts receivable reported in the financial statements are recorded at the amount expected to be received. Product development revenue is adjusted to actual upon final audit and retroactive adjustment. Estimated contractual allowances are provided based on

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~~management’s~~contract ~~evaluation~~period, which is generally one year. Revenue from IWS product-related training, installation, and consulting services is recognized as the services are performed because we believe we have established vendor specific objective evidence of ~~current~~fair ~~contract~~value ~~terms~~based on the price charged when the services are sold separately.

Product and software licenses are sold without any contractual right of return by the customer. Deferred revenue represents amounts received from customers under subscription software licenses and maintenance agreements, or for product sales in advance of revenue recognition. Judgments are required in evaluating the creditworthiness of our customers. In all instances, revenue is not recognized until we have determined, at the outset of the arrangement, that collectability is reasonably assured. Amounts billed to customers related to shipping and handling charges are recorded upon shipment and the related costs are included in cost of goods sold.

3. ~~Share~~Stock-Based Compensation

We account for ~~share~~stock-based compensation as costs to be recognized for equity or liability instruments based on the fair value on the grant date, with expense recognized during the period over which an employee provides service in exchange for the award. We estimate forfeitures at the grant date. Total ~~share~~stock-based compensation cost was $8580,000 and $~~172~~130,000 for the three months ended ~~September 30~~March 31, ~~2010~~2011 and ~~2009, respectively, and $375,000 and $543,000 for the nine months ended September 30,~~ 2010 ~~and 2009~~, respectively.

A summary of stock option activity under all of our stock option plans for the ~~nine~~ three months ended ~~September 30~~March 31, ~~2010~~2011 is as follows:

	Number		Weighted Average
	of Shares		Exercise Price
Options outstanding, December 31, 2009	3,499,725		$	1.61
Options outstanding, December 31, 2010	3,346,672		$	0.98
Granted	80135,000		0.1109
Exercised	—		—
Canceled	(254,553	)	0.25
Canceled	(451,625	)	5.25
Options outstanding, March 31, 2011	3,227,119		$	1.00
Options outstanding, March 31, 2010	3,128,100		1.05
Options vested and expected to vest, March 31, 2011	3,071,442		$	1.04
Granted	1,062,000		0.12
Options exercisable, March 31, 2011	2,304,401		$	1.30
Exercised	(899,853	)	0.11
Canceled	(136,975	)	0.28
Options outstanding, June 30, 2010	3,153,272		1.04
Granted	300,500		0.20
Exercised	(3,906	)	0.09
Canceled	(44,437	)	0.59
Options outstanding September 30, 2010	3,405,429		0.97
Options exercisable, September 30, 2010	2,043,094		1.40

We estimate the fair value of each option award issued under our stock option plans on the date of grant using the Black-Scholes option-pricing model, using the assumptions noted in the below table. Expected volatilities are based on historical volatility of our common stock. We base the expected term of the options on our historical option exercise data with a minimum life expectancy equal to the vesting period of the option. We base the risk-free interest rate on the U.S. Treasury yield in effect at the time of the grant for a term closest to the expected life of the options.

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2010	2009
	2011	2010
Expected volatility	~~153~~187%-~~177~~188%	~~111~~153%~~-126%~~
Risk-free interest rate	01.7503%-1.6328%	1.2843%~~-1.76%~~
Expected life in years	4.0	4.0
Expected dividend yield	None	None

Based on the above assumptions, the weighted average estimated fair value of options granted for the three months ended ~~September 30~~March 31, ~~2010~~2011 and ~~2009~~2010 was $0.1809 and ~~$0.14~~ ~~per share, respectively. The weighted average estimated fair value of options granted for the nine months ended September 30, 2010 and 2009 was~~ $0.~~12 and~~10 ~~$0.08~~ per share, respectively. We estimated forfeitures related to option grants at an annual rate of approximately 15%.

Other reasonable assumptions about these factors could provide different estimates of fair value. Future changes in stock price volatility, life of options, interest rates, forfeitures and dividend practices, if any, may require changes in our assumptions, which could materially affect the calculation of fair value.

Total unrecognized stock-based compensation expense related to unvested stock options, expected to be recognized over a weighted average period of 1.22 years, amounted to $212,000 at March 31, 2011.

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Total unrecognized share-based compensation expense related to unvested stock options, expected to be recognized over a weighted average period of 1.42 years, amounted to $403,000 at September 30, 2010.

4. Research and Development Costs

Costs that are incurred internally in researching and developing computer software products are charged to expense until technological feasibility has been established. Once technological feasibility is established, all software costs are capitalized until the product is available for general release to customers.

Judgment is required in determining when technological feasibility of a product is established. In most cases, we have determined that technological feasibility for our software products is reached shortly before the products are released to manufacturing. In the first quarter of 2010, we determined that technological feasibility had been established for our newest product, MxM Secure version 2.0 (“MxM Secure”), therefore we capitalized $~~130~~84,000 of costs related to the development of the product during the ~~nine~~three months ended ~~September 30~~March 31, 2010. The capitalized costs will be amortized over the expected life of the product which is three years. During the ~~three~~ ~~and nine~~ three-month ~~periods~~period ended ~~September 30~~March 31, ~~2010~~2011, we recorded approximately $11,000 of amortization expense related to the capitalized software.

5. Nonqualified Deferred Compensation Plan and Fair Value Measurements

In connection with our nonqualified deferred compensation plan (the “Plan”), eligible employees may elect to defer up to 100% of their base and incentive compensation into the Plan. We hold these funds in a rabbi trust managed by a third-party trustee, and we are under no obligation to establish a fund or reserve in order to pay the benefits under the Plan except in the event of a change in control.

These short-term investments are held in a rabbi trust and are reported at fair value using Level 1 inputs (quoted market values) as marketable securities on the accompanying condensed consolidated balance sheets. The unrealized gains (losses) related to the short-term investments for the ~~nine~~three months ended ~~September~~ 30March 31, ~~2010~~2011 and ~~2009~~2010 were approximately $107,000 and $414,000, ~~respectively.~~ ~~The unrealized gains (losses) related to the short-term investments for the three months ended September 30, 2010 and 2009 were approximately $26,000 and $27,000,~~ respectively. They are reported as other income (expense), and the changes to the corresponding liability are recorded in general and administrative expenses, in the accompanying condensed consolidated statements of operations. As of ~~September 30~~March 31, ~~2010~~2011 and December 31, ~~2009~~2010, the fair value of the short-term investments and the corresponding liability were approximately $~~190~~206,000 and $~~180~~199,000, respectively.

6. Earnings Per Share

Shares used in computing basic and diluted earnings per share for the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2010~~2011 and ~~2009~~2010 were as follows:

	Three Months Ended September 30,		Nine Months Ended September 30,
	Three Months Ended March 31,
	2010	2009	2010	2009
	2011	2010
Basic weighted-average shares outstanding	15,~~559~~601,~~301~~601	14,658,217	~~15,147,365~~	~~14,658,217~~
Dilutive impact from outstanding stock options	—	—	—	—
Diluted weighted-average shares outstanding	15,~~559~~601,~~301~~601	14,658,217	~~15,147,365~~	~~14,658,217~~
Outstanding options excluded as impact is anti-dilutive	3,~~405~~227,~~429~~119	3,~~612~~128,~~325~~100	~~3,405,429~~	~~3,612,325~~

7. Commitments and Contingencies

In ~~December~~ December 2007, we completed the closure of our Colorado Springs facility and recorded a restructuring reserve to cover the remaining lease payments, net of estimated sublease proceeds. Each quarter we record additional occupancy costs, resulting from the difference between the amount of actual sublease income that reduces our liability and the amount of sublease income we estimated when the reserve was established. The amount of these additional occupancy costs was $15,000 for the three months ended March 31, 2011, and the corresponding liability increased the restructuring liability on our condensed consolidated balance sheets. We estimate that we will have to pay $92,000, net of an expected sublease rental, over the remaining lease term. Our gross remaining lease obligation on our Colorado Springs facility, including estimated operating expense, is approximately $118,000.

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~~additional occupancy~~The ~~costs,~~adjustments ~~resulting~~to ~~from~~ the ~~difference~~accrued ~~between~~restructuring ~~the amount of actual sublease income that reduces our~~ liability ~~and~~related to the ~~amount~~shutdown of ~~sublease income we estimated when~~ the ~~reserve~~Colorado ~~was~~Springs ~~established.~~facility ~~The amount of these additional occupancy costs is approximately $51,000~~ for the ~~nine~~three months ended ~~September 30~~March 31, ~~2010,~~2011 ~~and~~were ~~the~~as ~~corresponding~~follows ~~liability~~(in increases the restructuring liability on our condensed consolidated balance sheets. We estimate that we will have to pay $98,000, net of an expected sublease rental, over the remaining lease term. Our gross remaining lease obligation on our Colorado Springs facility, including estimated operating expense, is approximately $195,000.thousands):

The adjustments to the accrued restructuring liability related to the shutdown of the Colorado Springs facility for the nine months ended September 30, 2010 were as follows (in thousands):

Restructuring balance as of December 31, 2010	$	86
Cash payments	(56		)
Additional occupancy costs and other facilities related expenses	15
Restructuring liability at March 31, 2011	$	45

Restructuring balance as of December 31, 2009	$	228
Cash payments	(181		)
Additional occupancy costs	51
Restructuring liability at September 30, 2010	$	98

In December 2008, our software distribution license agreement with Microsoft was amended to extend the term through June 2011 and reduce the remaining purchase commitment to $2.75 million, of which $2.4 million was satisfied as of March 31, 2011. In April 2011, the remaining payment schedule was modified to extend the required payments to September 2011. This moves $72,000 in payments from the second quarter of the fiscal year to the third quarter. In addition to the remaining license purchase commitment, we have approximately $1.7 million of prepaid licenses on hand that have yet to be deployed to customers. Microsoft has agreed to allow the Company an additional three year period to deploy the prepaid licenses. As of March 31, 2011, we reviewed our forecast for license sales through the amended term (ending in June 2014) and believe that the $1.45 million excess purchase reserve that was established during the year ended December 31, 2007 remains appropriate for at least the next 12 months.

~~We lease~~In ~~our~~response ~~primary~~to ~~facility~~current infinancial ~~Nashua~~conditions, ~~New Hampshire, under an operating lease which~~ we have ~~just~~undergone ~~extended~~a ~~until~~reduction ~~August 2012. We also have office space~~ in ~~Sterling,~~ ~~Virginia, for~~ our ~~sales~~workforce ~~force~~from ~~under~~25 aemployees ~~lease~~to ~~that~~13 ~~will~~employees ~~expire~~ in ~~June 2013. Future~~March 2011, ~~minimum~~as ~~lease~~well ~~obligations at~~as ~~September~~other ~~30,~~reductions ~~2010,~~in ~~under~~other ~~all~~general ofand ~~these~~administrative ~~non-cancelable~~expenses. ~~operating~~We ~~leases~~have ~~are approximately~~also ~~$35,000~~continued ~~for~~to ~~the~~strengthen ~~remainder~~our ofsales ~~2010,~~force ~~$70,000~~ in ~~2011,~~order ~~$60,000~~to ~~in 2012~~increase ~~and~~our ~~$18,000~~sales ~~in 2013~~volume.

In December 2008, our software distribution license agreement with Microsoft was amended to extend the term through June 2011 and reduce the remaining purchase commitment to $2.75 million, $1.7 million of which was satisfied as of September 30, 2010. The amended agreement requires that we make minimum additional payments of approximately $270,000 and $766,000 during the balance of 2010 and 2011, respectively. In addition to the remaining $1.0 million license purchase commitment, we have approximately $1.4 million of prepaid licenses on hand that have yet to be deployed to customers. As of September 30, 2010, we reviewed our forecast for license sales through the amended term (June 2011) and believe that the $1.45 million excess purchase reserve that was established during the year ended December 31, 2007, remains appropriate. The computation of the excess purchase reserve requires management to make certain assumptions regarding future license renewals and sales growth. Actual results may differ materially from management’s estimates.

8. Related-Party Transactions

Payments to two companies previously owned by one of our ~~Directors~~directors, Selbre Associates and EC America, amounted to approximately $227,500 in ~~each of~~ the ~~nine~~three-month periods ended ~~September 30~~March 31, ~~2010~~2011 and ~~2009~~2010, respectively. The two companies provide General Services Administration ~~(“GSA”)~~ contract management and consulting in the marketing of our products to the Federal government. These two companies were sold to Immix Group in 2009. Effective April 2011 this Director resigned.

9. Subsequent Events

The Board of Directors of Ezenia! Inc., in their continuing drive to reduce expenses, have decided to eliminate a layer of management and have therefore relieved Mr. Peter Janke of his responsibilities as President and COO of Ezenia effective as of April 1, 2011. On April 25, 2011, Peter E. Janke resigned as the Vice Chairman of the Board and from the Board of Directors of Ezenia! Inc. (the “Company”), effective immediately

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

SAFE HARBOR FOR FORWARD LOOKING STATEMENTS

This Form 10-Q, and other information provided by us or statements made by our directors, officers or employees from time to time, may contain “forward-looking” statements and information, which involve risks and uncertainties. Statements indicating that we “expect,” “estimate,” “believe,” “are planning,” or “plan to,” are forward-looking, as are other statements concerning our business focus, strategic initiatives, product development initiatives, new product launches, changes in the competitive landscape, business and industry trends, future financial results, expense control initiatives, changes in and maintenance of our customer base and the potential development of new business, changes in our relationship with Microsoft and related purchase commitment reserve, our ability to generate cash and to meet our working capital needs, and other events that have not yet occurred. These forward-looking statements are neither promises nor guarantees, but involve risks and uncertainties that may cause actual results to differ materially from those in the forward-looking statements. Factors that may cause such differences include, but are not limited to, our ability to maintain or accurately forecast revenue growth or to anticipate and accurately forecast a decline in revenue from any of our products or services, customer acceptance of our IWS version

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3.0 and MxM Secure, version 2.0, our ability to compete in an intensely competitive market, our ability to develop and introduce new products or product enhancements on schedule and that respond to customer requirements and rapid technological change, our dependence on the U.S. government as our largest customer, budgetary constraints within the defense and intelligence communities or the redirection of such budgeted funds, new product introductions and product enhancements by competitors, our ability to select and implement appropriate business models, plans and strategies and to execute on them, our ability to identify, hire, train, motivate, and retain highly qualified management/other key personnel and our ability to manage changes and transitions in management/other key personnel, the impact of global economic and political conditions on our business, and unauthorized use or misappropriation of our intellectual property, as well as the risk factors discussed in Part I-Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2009~~2010 and in other periodic reports filed with the Securities and Exchange Commission. Readers should not place undue reliance on any such forward-looking statements, which speak only as of the date they are made. We disclaim any obligation to publicly update or revise any such statement to reflect any change in our expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those contained in the forward-looking statements.

Overview

For the quarter ended ~~September 30~~March 31, ~~2010~~2011, revenue declined approximately 224% as compared to the same period in ~~2009~~2010, ~~operating~~net loss was approximately ($~~675~~784,000), ~~and~~compared ~~basic~~to ~~loss per share was~~ ($~~0.04~~743,000), anand ~~improvement~~basic ofloss ~~$0.02~~ per share, ~~when~~was ~~compared to the~~ ($0.0605) ~~loss per share for the quarter ended September 30~~, ~~2009.~~ ~~Revenue~~which ~~relating~~was ~~to our Infoworkspace, or IWS, product declined approximately 19% for~~ the ~~quarter ended September 30, 2010 as compared to the~~ same ~~period in 2009. Product development revenue was $25,000~~ for the quarter ended ~~September 30~~March 31, ~~2009 with no product development revenue in the same period in~~ 2010. The reduction in revenue is primarily attributed to a decrease in renewals and sales from certain Department of Defense, or (the “DoD”, customers as well as budgetary consolidations and the promotion of competing solutions by the Defense Information Systems Agency, or (“DISA”), including a collaborative product being sponsored and offered for free by DISA to these customers. Even though our expense ratios were unfavorable as a result of the decline ofin revenue, weour ~~continued to focus on expense control, with~~ operating expenses ~~decreasing~~remained torelatively ~~approximately~~flat ~~$1.1 million~~at ~~(including approximately~~ $~~95,000 in share-based compensation and depreciation expenses) for the quarter ended September 30, 2010 as compared to approximately $~~1.52 million ~~(including approximately $205,000 in share-based compensation and depreciation expenses) for the same~~ quarter inover ~~2009~~quarter.

We continue to concentrate on enhancing our existing collaborative situational awareness product and service offerings. We continue our efforts to defend and re-establish our customer base within the military and intelligence community by pursuing new opportunities with various agencies and first responders. Our sales organization, advisors and partners are focusing on new sales activities in adjacent markets, re-energizing existing partnerships and fostering new relationships with strategic resellers and system integrators. Competition for the market for multi-media collaboration products, for military and commercial applications, however, remains highly competitive and has been negatively impacted by current economic and market conditions.

~~In May~~Results ~~2010 we announced our new MxM Secure software product dedicated to real-time secure messaging and information sharing for both the commercial and federal markets. MxM Secure is the culmination~~ of over four years of development and incorporates our knowledge and experience into an intuitive, secure and elegant product for both marketplaces. The lessons we have learned from our deployment of our flagship product line, IWS, for use by the DoD and intelligence agencies was leveraged at every possible opportunity in the creation of MxM Secure. Architected and designed from the ground up, MxM Secure provides granular depth and flexible breadth of data protection and audit capabilities with extensive security capabilities as robust as in IWS. However, MxM Secure is optimized for simplicity of use, user configurable graphical interface, adaptable configuration of functionality, and ease of deployment either on premise or hosted models of deployment/use.Operations

~~MxM Secure~~Three isMonths anEnded ~~ideal~~March 31, ~~fit~~2011 ~~for~~Compared ~~organizations that want~~ to ~~communicate~~the ~~and collaborate~~Three inMonths ~~real-time~~Ended ~~but need to satisfy regulatory compliance or for those organizations with a keen and urgent interest in securing company information such as trade secrets~~March 31, ~~sensitive negotiations, corporate policies, privacy concerns, and/or protection of their corporate digital reputation.~~2010

Revenues: Product revenues declined 4% to approximately $676,000 for the quarter ended March 31, 2011 from approximately $703,000 for the quarter ended March 31, 2010. We believe that the decline in IWS revenue is primarily the result of budgetary constraints and uncertainties within the DoD, as well as the redirection of information technology, or IT, purchases due to the Net-Centric Enterprise Services programs administered by DISA as described above.

Gross Profit: Cost of revenues includes material costs, costs of third-party software licenses, assembly labor and overhead, customer support costs, and engineering and development costs associated with product development revenue. Gross profit as a percentage of revenue was approximately 64.6% for the quarter ended March 31, 2011 as compared to approximately 65.1% for the quarter ended March 31, 2010. The 0.5% decline in gross profit percentage was primarily due to the amortization of the capitalized MxM Secure software development costs.

Research and Development: Research and development expenses include payroll, employee benefits, other headcount-related costs and miscellaneous costs associated with product development. Research and development expenses increased by 118% to approximately $469,000 for the quarter ended March 31, 2011 from approximately $215,000 for the quarter ended March 31, 2010. The increase is due in part to the capitalization of $84,000 of engineering labor for our new product MxM Secure in the quarter ended March 31, 2010. The balance is made up of additional headcount and consultants brought on to

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~~Our goal~~continue is to ~~return~~enhance toour ~~profitability~~new ~~as expeditiously as possible, while balancing prudent investments against expense control~~product. We anticipate continued downward pressure on revenue due to current adverse economic conditions which have lengthened the business development and sales activities on both the federal and commercial segments of our business.

~~Results~~Sales ofand ~~Operations~~Marketing: Sales and marketing expenses include payroll, employee benefits, and other headcount-related costs associated with sales and marketing personnel, advertising, tradeshows, seminars, and other marketing-related programs. Sales and marketing expenses decreased by 20% to approximately $213,000 for the quarter ended March 31, 2011 from approximately $266,000 for the quarter ended March 31, 2010. The decrease is primarily attributable to a decrease in consulting expenses.

~~Three~~General ~~Months~~and ~~Ended~~Administrative: General ~~September~~and 30administrative expenses include payroll, ~~2010~~employee ~~Compared~~benefits, other headcount-related costs associated with the finance, human resources, management information systems, and other administrative headcount, legal and investor relations costs, and other administrative fees. General and administrative expenses declined by 20% to approximately $479,000 for the ~~Three~~quarter ~~Months Ended~~ended ~~September~~March 31, 302011 as compared to approximately $597,000 ~~2009~~for the quarter ended March 31, 2010, primarily due to lower stock-based compensation costs and legal and professional fees, partially offset by an increase in compensation costs.

~~Revenue~~Occupancy and Other Facilities-Related Expenses: ~~Product revenue~~Occupancy ~~declined~~and ~~19%~~other tofacilities-related ~~approximately~~expenses ~~$640,000~~include ~~for~~rent ~~the quarter~~expenses ~~ended~~and ~~September~~other ~~30,~~operating ~~2010~~costs ~~from~~associated ~~approximately~~with ~~$794,000~~our ~~for~~headquarters ~~the~~facility ~~quarter ended~~located ~~September~~in 30Nashua, ~~2009.~~New WeHampshire, ~~believe~~and ~~that~~sales ~~the~~office ~~decline~~located in ~~IWS~~Sterling, ~~revenue~~Virginia. Occupancy ~~is primarily~~costs ~~the~~declined ~~result~~40% ofto ~~budgetary~~approximately ~~constraints and uncertainties within the DoD~~$58, as000 ~~well~~for as the ~~redirection~~quarter ofended ~~information technology~~March 31, or2011 ~~IT,~~from ~~purchases~~approximately ~~due~~$97,000 to for the ~~Net-Centric~~quarter ~~Enterprise~~ended ~~Services~~March 31, or2010. The ~~NCES,~~decline ~~programs~~is ~~administered~~attributable byto ~~DISA~~a ~~as described~~reduction ~~above. We~~of ~~received~~$26,000 noin ~~product~~costs ~~development~~related ~~revenue~~to ~~for~~the closure of the ~~quarter~~facility ~~ended September~~in 30Colorado Springs, ~~2010~~Colorado, asalong ~~compared~~with toa ~~product~~consolidation ~~development revenue~~ of ~~$25,000~~facilities ~~for the~~in ~~quarter ended September 30~~Nashua, ~~2009~~New Hampshire.

~~Gross~~Other ~~Profit~~Income: ~~Cost~~ For ofthe ~~revenue~~quarter ~~includes material~~ended ~~costs~~March 31, ~~costs of third-party software licenses~~2011, ~~assembly~~we ~~labor~~had ~~and overhead,~~other ~~customer~~income ~~support~~of ~~costs~~$7,000 ~~and~~compared ~~engineering~~to ~~and~~other ~~development~~income ~~costs associated with product development revenue. Gross profit as a percentage~~ of ~~revenue was approximately 60% for the quarter ended September 30~~$4,000 ~~2010 as compared to approximately 67%~~ for the quarter ended ~~September~~ 30March 31, ~~2009~~2010. ~~The~~This 7%difference ~~decline~~results infrom ~~gross~~unrealized ~~profit~~gains ~~percentage~~on ~~was primarily due to the increase in costs of third~~short-~~party~~term ~~software licenses, the initial amortization of the capitalized MxM Secure software development costs and other fixed costs~~investments.

~~Research and Development: Research and development expenses include payroll, employee benefits, other headcount~~Off-~~related~~Balance ~~costs,~~Sheet and miscellaneous costs associated with product development. Research and development expenses declined by 50% to approximately $228,000 for the quarter ended September 30, 2010 from approximately $454,000 for the quarter ended September 30, 2009. This decrease is attributable to reductions in headcount in late 2009.Arrangements

~~Sales~~We ~~and~~have ~~Marketing: Sales~~no ~~and~~off-balance ~~marketing~~sheet ~~expenses include~~arrangements ~~payroll,~~that ~~employee benefits~~have, ~~and~~or ~~other~~are ~~headcount-related~~reasonably ~~costs associated~~likely ~~with~~to ~~sales and marketing personnel~~have, ~~advertising,~~a ~~tradeshows, seminars,~~current ~~and~~or ~~other~~future ~~marketing-related~~effect ~~programs. Sales~~on ~~and~~our ~~marketing~~financial ~~expenses~~condition, ~~increased~~changes byin ~~10%~~financial ~~to approximately $322~~condition,~~000 for~~ ~~the~~revenues ~~quarter~~or ~~ended September 30~~expenses, ~~2010~~results ~~from~~of ~~approximately~~operations, ~~$293~~liquidity,~~000~~ ~~for~~capital ~~the quarter ended September 30~~expenditures, ~~2009.~~or ~~The~~capital ~~increase~~resources that is ~~primarily~~material ~~attributable~~ to a decrease in sales and marketing headcount resulting in a decrease in employee-related compensation costs offset by the addition of consultants to expand our presence in the market and the launching of our new product MxM Secureinvestors.

~~General~~Liquidity and ~~Administrative: General~~Capital and administrative expenses include payroll, employee benefits, other headcount-related costs associated with the finance, human resources, management information systems, and other administrative headcount, legal and investor relations costs, and other administrative fees. General and administrative expenses declined by 29% to approximately $429,000 for the quarter ended September 30, 2010 as compared to approximately $603,000 for the quarter ended September 30, 2009, primarily due to a decline in compensation costs, life insurance expenses and share based compensation costs.Resources

~~Occupancy~~At ~~and~~March 31, ~~Other~~2011, ~~Facilities-Related Expenses: Occupancy~~we had cash and ~~other~~ ~~facilities-related~~cash ~~expenses~~equivalents ~~include~~on ~~rent~~hand ~~expense~~of ~~and~~approximately ~~other~~$1.0 ~~operating costs~~million. We ~~associated~~incurred ~~with~~a ~~our~~loss ~~headquarters~~from ~~facility~~operations ~~located~~of inapproximately ~~Nashua~~$792,000 ~~New Hampshire,~~for ~~and~~the ~~sales~~three ~~office~~months ~~located~~ended inMarch 31, ~~Sterling~~2011, ~~Virginia. Occupancy~~and ~~costs~~a ~~remained~~net ~~flat~~loss ~~quarter~~for to the quarter of approximately $784,000.

~~Interest~~In ~~Income: Interest~~the ~~income~~three-month ~~consists~~period ~~of interest~~ended ~~income~~March 31, on2011 ~~cash~~we ~~and~~used cash ~~equivalents.~~from ~~Interest~~operations ~~income~~of ~~decreased~~approximately $741,000 compared to using cash of approximately $4458,000 for the three months ended ~~September 30~~March 31, 2010. The cash used from ~~approximately~~ ~~$10,000~~operations for ~~the~~2011 ~~three-month~~and ~~period~~2010 ~~ended~~is ~~September~~primarily ~~30,~~the ~~2009.~~result ~~This decrease~~of isthe ~~due~~net toloss aand ~~decline~~an increase in ~~interest~~accounts ~~rates~~receivable and aprepaid ~~lower~~software ~~average~~licenses, ~~cash~~partially ~~balance on~~offset ~~hand~~by deferred revenue.

~~Other~~We ~~Income~~also ~~(Expense): For~~invested ~~the~~approximately ~~quarter ended September 30~~$84,000 ~~2010,~~in wecapitalized ~~had~~labor ~~other~~for ~~income~~our ofnew ~~$26~~product,~~000~~ ~~compared~~MxM toSecure ~~other~~during ~~income of $27,000 for~~ the ~~quarter~~three months ended ~~September 30~~March 31, ~~2009~~2010. ~~This~~There ~~difference~~were no capitalized costs in 2011.

Our contractual obligations relate primarily to our facilities leases and a contractual purchase commitment. We lease our primary facility in Nashua, New Hampshire under an operating lease, which was recently extended and expires in August 2012. We also have a lease for office space in Sterling, Virginia, for sales and technical support operations, which expires in June 2013. A portion of the space under our Colorado Springs facility is subleased through November 2011 and the remaining portion is currently available for subleasing as we have ceased operations there.

In December 2008, our software distribution license agreement with Microsoft was amended to extend the term through June 2011 and reduce the remaining purchase commitment to $2.75 million, of which $2.4 million was satisfied as of March 31, 2011. In April 2011 the remaining payment schedule was modified to extend the required payments to September 2011. This moves $72,000 in expected payments from the second quarter of the fiscal year to the third quarter. In addition to the remaining license purchase

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~~results from~~commitment, ~~unrealized~~we ~~gains~~have approximately $1.7 million of prepaid licenses on ~~short-~~hand that have yet to be deployed to customers. Microsoft has agreed to allow the Company an additional three year period to deploy the prepaid licenses. As of March 31, 2011, we reviewed our forecast for license sales through the amended term ~~investments~~(June 2011) and believe that the $1.45 million excess purchase reserve that was established during the year ended December 31, 2007 remains appropriate for at least the next 12 months.

Nine Months Ended September 30, 2010 Compared to the Nine Months Ended September 30, 2009

Revenue: Revenue declined 24% to approximately $2.1 million for the nine months ended September 30, 2010 from approximately $2.7 million for the nine months ended September 30, 2009. We believe that the decline in IWS revenue is primarily the result of budgetary constraints and uncertainties within the DoD, as well as the redirection of IT purchases due to the NCES programs administered by DISA as described above. We received no product development revenue for the nine months ended September 30, 2010, as compared to product development revenue of $59,000 for the nine months ended September 30, 2009.

Gross Profit: Cost of revenue includes material costs, costs of third-party software licenses, assembly labor and overhead, customer support costs, and engineering and development costs associated with product development revenue. Gross profit as a percentage of revenue was approximately 62% for the nine months ended September 30, 2010 as compared to approximately 58% for the nine months ended September 30, 2009. The 4% increase in gross profit percentage was primarily due to the decline in costs of third-party software licenses.

Research and Development: Research and development expenses include payroll, employee benefits, other headcount-related costs, and miscellaneous costs associated with product development. Research and development expenses declined by 51% to approximately $695,000 for the nine months ended September 30, 2010 from approximately $1.4 million for the nine months ended September 30, 2009. This decrease is attributable to reductions in headcount in late 2009 and the capitalization of $130,000 of engineering labor for our new product, MxM Secure.

Sales and Marketing: Sales and marketing expenses include payroll, employee benefits, and other headcount-related costs associated with sales and marketing personnel, advertising, tradeshows, seminars, and other marketing-related programs. Sales and marketing expenses increased by 8%, to approximately $894,000 for the nine months ended September 30, 2010 from approximately $827,000 for the nine months ended September 30, 2009, due to a decline in employee-related compensation costs offset by the addition of consultants to expand our presence in the market and in connection with the launch of our new product MxM Secure.

General and Administrative: General and administrative expenses include payroll, employee benefits, other headcount-related costs associated with the finance, human resources, management information systems, and other administrative headcount, legal and investor relations costs, and other administrative fees. General and administrative expenses declined by approximately 16% to $1.6 million for the nine months ended September 30, 2010 as compared to the nine months ended September 30, 2009 of approximately $1.9 million. The decline in expenses was primarily due to declines in employee-related compensation costs, share based compensation expense and life insurance expenses offset by increases in legal expenses associated with our Colorado lease and stockholder negotiations.

Occupancy and Other Facilities-Related Expenses: Occupancy and other facilities-related expenses include rent expense and other operating costs associated with our headquarters facility in Nashua, New Hampshire, and our sales office in Sterling, Virginia. Occupancy costs increased by 11% to approximately $221,000 during the nine month period ended September 30, 2010 as compared to approximately $199,000 for the corresponding period in 2009. The increase in spending was primarily due to additional expenses related to the vacated Colorado Springs facility, resulting from the difference between estimated and actual sublease income, offset by a reduction in operating expenses.

Interest Income, net: Interest income, net consists of interest income on cash and cash equivalents. Interest income, net, declined to approximately $11,000 for the nine months ended September 30, 2010 from approximately $40,000 for the nine month period ended September 30, 2009. The decline was due to a reduction in the interest rate during the nine months ended September 30, 2010 as compared to the nine months ended September 30, 2009, along with a lower cash balance.

Other Income (Expense): Other income (expense) consists primarily of unrealized gains (losses) on short-term investments. For the nine months ended September 30, 2009, we recorded a $10,000 gain while we recorded a gain of $41,000 in the same period of 2010 due to the changes in the fair value of these investments.

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Liquidity and Capital Resources

At September 30, 2010, we had cash and cash equivalents on hand of approximately $3.0 million. We incurred a loss from operations of approximately $675,000 for the three months ended September 30, 2010, and a net loss for the quarter of approximately $645,000. We incurred an operating loss of approximately $2.2 million and a net loss of approximately $2.2 million for the nine months ended September 30, 2010, as compared to an operating loss of approximately $2.8 million and a net loss of approximately $2.8 million for the nine months ended September 30, 2009.

In the nine-month period ended September 30, 2010 we used cash from operations of approximately $1.1 million compared to using cash of approximately $1.5 million for the nine months ended September 30, 2009. The cash used from operations for 2010 is primarily the result of an increase in prepaid software licenses and the net loss offset by an increase in accounts receivable and deferred revenue. The cash used from operations for 2009 is primarily the result of the net loss and a decline in deferred revenue, offset by a decline in accounts receivable and by an increase in accounts payable.

We invested approximately $130,000 in capitalized labor for our new product, MxM Secure, and generated approximately $96,000 from financing activities due to proceeds from sales of our common stock via exercise of employee stock options pursuant to our various stock option plans during the nine months ended September 30, 2010.

Our contractual obligations relate primarily to our facilities leases and a contractual purchase commitment. We lease our primary facility in Nashua, New Hampshire, under an operating lease, which was recently extended and expires in August 2012. We also have a lease for office space in Sterling, Virginia, for sales and technical support operations, which expires in June 2013. A portion of the space under our Colorado Springs facility is subleased through November 2011 and the remaining portion is currently available for subleasing as we have ceased operations there.

In December 2008, our software distribution license agreement with Microsoft was amended to extend the term through June 2011 and reduce the remaining purchase commitment to $2.75 million, $1.7 million of which was satisfied as of September 30, 2010. The amended agreement requires that we make minimum additional payments of approximately $270,000 and $766,000 during the balance of 2010 and 2011, respectively. In addition to the remaining $1.0 million license purchase commitment, we have approximately $1.4 million of prepaid licenses on hand that have yet to be deployed to customers. As of September 30, 2010, we reviewed our forecast for license sales through the amended term (June 2011) and believe that the $1.45 million excess purchase reserve that was established during the year ended December 31, 2007, remains appropriate. The computation of the excess purchase reserve requires management to make certain assumptions regarding future license renewals and sales growth. Actual results may differ materially from management’s estimates.

We include standard intellectual property indemnification provisions in our licensing agreements in the ordinary course of business. Pursuant to our product license agreements, we will indemnify, hold harmless, and agree to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally business partners or customers, in connection with certain patent, copyright, or other intellectual property infringement claims by third parties with respect to our products. Other agreements with our customers provide indemnification for claims relating to property damage or personal injury resulting from the performance of services by us or our subcontractors. Historically, our costs to defend lawsuits or settle claims relating to such indemnification provisions have been insignificant. Accordingly, the estimated fair value of these indemnification provisions is immaterial.

In May 2003, after failing to comply with certain continued listing standards for the NASDAQ SmallCap Market, including maintaining a minimum bid price of at least $1.00 per share, and the requirement to have a minimum of $2.5 million in stockholders’ equity, we received a delisting notification from NASDAQ. After exercising our right for an appeal of this determination to a NASDAQ Listing Qualifications Panel, the Panel determined to delist our securities from The NASDAQ Stock Market in August 2003. Since then, our common stock has been quoted on the OTC Bulletin Board. The market value and liquidity of our common stock, as well as our ability to raise additional capital, has been and may continue to be materially adversely affected by this delisting decision.

13Operating costs remained relatively flat at approximately $1.2 million for the three months ended March 31, 2011, and for the three months ended March 31, 2010. Order bookings, which are purchase orders placed by customers, are not recognized as revenue until all requirements of that order are satisfied, although the cash flow received from these orders may more closely follow the receipt date of the order. Our cash balance declined by approximately $741,000 for the three months ended March 31, 2011 with cash on hand at the end of the period of approximately $1.0 million. Management believes that its existing cash resources and expected new and renewed license orders will be sufficient to fund its anticipated working capital and capital expenditure needs for at least the next several months. The Company is currently reviewing all of its options for the long term.

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Operating costs declined 22% to approximately $3.5 million for the nine months ended September 30, 2010, as compared to approximately $4.4 million for the nine months ended September 30, 2009. Expenses were lower in all-areas except for a slight increase in sales and marketing expenses, with the largest decline in research and development. The decline in engineering expenses was the result of the capitalization of engineering labor for our new product, MxM Secure, and a reduction in employee compensation costs.

Order bookings, which are purchase orders placed by customers, are not recognized as revenue until all requirements of that order are satisfied, although the cash flow received from these orders may more closely follow the receipt date of the order. Our cash balance declined by approximately $1.2 million for the nine months ended September 30, 2010 with cash on hand at the end of the period of approximately $3.0 million. Management believes that its existing cash resources will be sufficient to fund its anticipated working capital and capital expenditure needs for at least the next twelve months.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

To date, we have not utilized derivative financial instruments or derivative commodity instruments. We invest cash in highly liquid investments, consisting of highly rated U.S. and state government securities, commercial paper, mutual funds and short-term money market funds. These investments are subject to minimal credit and market risk and we have no debt other than our contractual lease obligations. A 10% change in interest rates would not have a material impact on our financial position, operating results or cash flows. We have closed our foreign offices, and sales to foreign customers are in U.S. dollars. Therefore, we have no significant foreign currency risk.

Item 4. Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of ~~September~~March 3031, ~~2010~~2011, our management, under the supervision and with the participation of our chief executive officer and chief financial officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures. Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level to ensure that the information required to be disclosed in the reports filed or submitted by us under the Exchange Act was recorded, processed, summarized, and reported within the requisite time periods, including ensuring that such material information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. There were no changes in our internal control over financial reporting that occurred during the quarter ended ~~September~~March 3031, ~~2010~~2011 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

There are no material pending legal proceedings to which we are a party or to which any of our property is subject. From time to time, we are subject to a variety of claims and suits that arise in the ordinary course of business. While we cannot predict the outcome of these matters, we believe that the outcome will not materially affect our business, financial position or results of operations.

Item 1A. Risk Factors

For factors that could affect our business, results of operation and financial condition, see the discussion of risk factors contained in Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2009~~2010. There were no material changes in these risk factors for the ~~period~~three months ended ~~September~~March 3031, ~~2010~~2011.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. (Removed and Reserved)

Item 5. Other Information

None

Item 6. Exhibits

31.1*	Certification of Khoa D. Nguyen, Chairman and Chief Executive Officer of the Company, filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
3.1(1)	Amended and Restated Certificate of Incorporation of the Registrant.
31.2*	Certification of Thomas J. McCann, Chief Financial Officer of the Company, filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
3.2 (2)	Certificate of Designations, Preferences and Rights of a Series of Preferred Stock of the Registrant dated as of April 21, 2008, classifying and designating the Series D Junior Participating Cumulative Preferred Stock.
32.1**	Certification of Khoa D. Nguyen, Chairman and Chief Executive Officer of the Company, furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
3.3(1)	Amended and Restated By-Laws of the Registrant.
32.2**	Certification of Thomas J. McCann, Chief Financial Officer of the Company, furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
4.1(1)	Specimen Stock Certificate.
4.2(2)	Shareholder Rights Agreement, dated as of April 15, 2008, between the Registrant and Computershare Trust Company, N.A., as Rights Agent.
4.3(3)	Amendment, dated February 10, 2011, to the Shareholder Rights Agreement dated as of April 15, 2008, between the Registrant and Computershare Trust Company, N.A., as Rights Agent.
31.1*		Certification of Khoa D. Nguyen, Chairman and Chief Executive Officer of the Company,

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		filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

31.2*		Certification of Thomas J. McCann, Chief Financial Officer of the Company, filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

32.1**		Certification of Khoa D. Nguyen, Chairman and Chief Executive Officer of the Company, furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

32.2**		Certification Certification of Thomas J. McCann, Chief Financial Officer of the Company, furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

* Filed herewith

** Furnished herewith

(1) Incorporated by reference from the Company’s Registration Statement on Form S-1.

(2) Incorporated by reference from the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on April 21, 2008 (File No. 000-25882).

(3) Incorporated herein by reference to the Company’s Registration Statement on Form 8-A/A filed with the Securities and Exchange Commissions on February 11, 2011 (File No. 000-25882).

Copies of any of these exhibits are available without charge upon written request to Investor Relations, Ezenia! Inc., 14 Celina Avenue, Suite 17-18, Nashua, NH 03063.

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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 thereunto duly authorized.

EZENIA! INC.

(Registrant)

Date: November 15, 2010	By:	/s/ Khoa D. Nguyen
Date: May 13, 2011	By:	/s/ Khoa D. Nguyen
		Khoa D. Nguyen
		Chairman and Chief Executive Officer,
		(principal executive officer)
Date: November 15, 2010	By:	/s/ Thomas J. McCann
Date: May 13, 2011	By:	/s/ Thomas J. McCann
		Thomas J. McCann
		Chief Financial Officer and Secretary
		(principal financial and accounting officer)
		(principal financial and accounting
		officer)

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Exhibits

Exhibits
Index

3.1(1)		Amended and Restated Certificate of Incorporation of the Registrant.

3.2 (2)		Certificate of Designations, Preferences and Rights of a Series of Preferred Stock of the Registrant dated as of April 21, 2008, classifying and designating the Series D Junior Participating Cumulative Preferred Stock.

3.3(1)		Amended and Restated By-Laws of the Registrant.

4.1(1)		Specimen Stock Certificate.

4.2(2)		Shareholder Rights Agreement, dated as of April 15, 2008, between the Registrant and Computershare Trust Company, N.A., as Rights Agent.

4.3(3)		Amendment, dated February 10, 2011, to the Shareholder Rights Agreement dated as of April 15, 2008, between the Registrant and Computershare Trust Company, N.A., as Rights Agent.



31.1*		Certification of Khoa D. Nguyen, Chairman and Chief Executive Officer of the Company, filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

31.2*		Certification of Thomas J. McCann, Chief Financial Officer of the Company, filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

32.1**		Certification of Khoa D. Nguyen, Chairman and Chief Executive Officer of the Company, furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

32.2**		Certification Certification of Thomas J. McCann, Chief Financial Officer of the Company, furnished suant pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

Index

31.1*		Certification of Khoa D. Nguyen, Chairman and Chief Executive Officer of the Company, filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
31.2*		Certification of Thomas J. McCann, Chief Financial Officer of the Company, filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
32.1**		Certification of Khoa D. Nguyen, Chairman and Chief Executive Officer of the Company, furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
32.2**		Certification of Thomas J. McCann, Chief Financial Officer of the Company, furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

* Filed herewith

** Furnished herewith

17(1) Incorporated by reference from the Company’s Registration Statement on Form S-1.

(2) Incorporated by reference from the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on April 21, 2008 (File No. 000-25882).

(3) Incorporated herein by reference to the Company’s Registration Statement on Form 8-A/A filed with the Securities and Exchange Commissions on February 11, 2011 (File No. 000-25882).

Filing Compare · EZENIA INC