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. Yesþ       Noo

Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso       Noþ

As of August 31,November 30, 2006 there were 69,503,35469,791,281 shares of the Registrant’s Common Stock issued and outstanding.

BroadVision, Inc. (collectively with its subsidiaries, “BroadVision” or the “Company”) was incorporated in the state of Delaware on May 13, 1993 and has been a publicly-traded corporation since 1996. BroadVision develops, markets, and supports enterprise portal applications that enable companies to unify their e-business infrastructure and conduct both interactions and transactions with employees, partners, and customers through a personalized self-service model that increases revenues, reduces costs, and improves productivity.

In September 2005, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market stating that it was not in compliance with the Minimum Bid Price Rule, and that it would be provided 180 calendar days (or until March 6, 2006) to regain compliance. Because of this non-compliance and in order to complete the stock for debt exchange described below without violating applicable listing standards, the Company delivered to Nasdaq a notification of voluntarily delisting of its common stock from the Nasdaq National Market, and its common stock was delisted from the Nasdaq National Market effective March 8, 2006. Accordingly, the last day of trading on the Nasdaq National Market was March 7, 2006. Quotations for BroadVision’s common stock are currently available through the “Pink Sheets” under the trading symbol “BVSN”.

In June 2006, William Meyer resigned as our Chief Financial Officer, a position Mr. Meyer had held since April 2003. Our Chief Executive Officer has also served as Chief Financial Officer since Mr. Meyer’s resignation and will continue to serve in that capacity until a permanent replacement is hired.

As discussed more fully in our consolidated financial statements contained in Item 8 of year 2005 Form 10-K, subsequent to the issuance of the 2004 consolidated financial statements, based on clarifying SEC guidance issued in 2005, we made a determination that the convertible debentures entered into in 2004 included embedded derivatives that should be valued under the provisions of Statement of Financial Standards (SFAS) No. 133 of the Financial Accounting Standards Board (FASB). We had previously determined that convertible debentures were conventional under the provisions of Emerging Issues Task Force (EITF)Issue No. 00-19 (“EITF 00-19”),Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. Therefore, we have restated our operating results for the three-month period and year ended December 31, 2004, and for the three-month periods ended March 31, June 30 and September 30, 2005.

At JuneSeptember 30, 2006, the Company’s current liabilities exceeded current assets by approximately $ 11.0$4.1 million (negative working capital) resulting in a working capital ratio of approximately 0.700.86 to 1.0. Based on our current liquidity position, our analysis of the components of our current assets and liabilities, our actual financial results for the first sixnine months of 2006 and our internal financial forecast for the balance of the year, we currently expect to be able to fund our working capital requirements for the next 12 months from our existing cash and cash equivalents, including the proceeds from the recently expired rights offering, and our anticipated cash flows from operations and subleases. The Company received $16.4 million from the rights offering that expired on November 28, 2006 (See Note 9). Our Chairman, Chief Executive Officer and majoritylargest stockholder has committed to provide, upon our request at any time through December 31, 2006, up to $5 million of working capital support through cash, debt guarantees or a combination thereof on mutually satisfactory terms. In addition, the Company may receive additional financing from the rights offering, although there can be no assurance that any such proceeds will be received. Accordingly, no adjustments have been made to the carrying values or classification of the assets and liabilities in the accompanying financial statements to take into account of any uncertainty as to our ability to continue as a going concern.

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-ownedwholly- owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

informational disclosures previously reported in accordance with generally accepted accounting principles in the United States of America. The unaudited condensed consolidated financial statements should be reviewed in conjunction with the audited consolidated financial statements and related notes contained in the Company’s 2005 Annual Report on Form 10K.10-K.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions in Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the sixthree and nine months ended JuneSeptember 30, 2006 are not necessarily indicative of the results that may be expected for the remainder of the fiscal year ending December 31, 2006.

The preparation of condensed consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make certain assumptions and estimates that affect reported amounts of assets and liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from estimates including those related to collectibility of customer accounts, the value assigned to and estimated useful lives of long-lived assets, the realizability of goodwill and tax assets, contingent liabilities and the valuation of equity securities.

On December 16, 2004, the FASB issued SFAS 123 (revised 2004),Share-Based Payment (“(“SFAS 123R”). SFAS 123R supersedes APBAccounting Principles Board (“APB”) Opinion No. 25,Accounting for Stock Issued to Employees(“APB 25”), and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS 123R is similar to the approach described in SFAS 123, Accounting for Stock Compensation. However, SFAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values at the date of grant. Pro forma disclosure is no longer an alternative. On January 1, 2006 (the first day of its 2006 fiscal year), the Company adopted SFAS 123R using the modified prospective method as permitted under SFAS 123R. Under the modified prospective transition method, compensation cost recognized during the three months ended March 31,September 30, 2006 and sixnine months ended JuneSeptember 30, 2006 includes: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with SFAS 123, adjusted for an estimated future forfeiture rate, and (b) compensation cost for all share-based payments granted subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123R. Under the modified-prospective-transition method, results for the prior periods have not been restated.

In anticipation of the reporting requirements under SFAS 123R, the Company’s Board of Directors on November 29, 2005 unanimously approved accelerating the vesting of out-of-the-money, unvested stock options held by current employees, including executive officers, and members of the Board members.of Directors. The acceleration applied only to those options with an exercise price of $1.13 per share or higher. The closing market price of the Company’s common stock on November 28, 2005, the last full trading day before the date of the acceleration, was $0.72 per share.

The Company has two share-based compensation plans: its 2006 Equity Incentive Plan (the “Equity Plan”) and its Employee Stock Purchase Plan (the “Purchase Plan”).

As of June 30,At the Company’s 2006 annual meeting on August 8, 2006, the stockholders of the Company had 96 millionapproved the adoption of the Company’s 2006 Equity Incentive Plan, under which 3,500,000 shares of common stock availableare reserved for issuance underissuance. The Company’s 1996 Equity Incentive Plan (the prior Equity Plan) was terminated and replaced by the Equity Plan.

Under this plan,the Equity Plan, the Board of Directors may grant incentive or nonqualified stock options at prices not less than 100% or 85%, respectively, of the fair market value of the Company’s common stock, as determined by the Board of Directors, at the date of grant. The vesting of individual options may vary but in each case at least 25% of the total number of shares subject to options will become exercisable per year. These options generally expire ten years after the grant date. When an employee option is exercised prior to vesting, any unvested shares so purchased are subject to repurchase by the Company at the original purchase price of the stock upon termination of

As of JuneSeptember 30, 2006, the Company had 808,644547,175 shares available for issuance under its Employee Stockthe Purchase Plan (the “Purchase Plan”).Plan. The Purchase Plan permits eligible employees to purchase common stock with a valueequivalent to a percentage of the employee’s earnings, not to exceed the lesser of 15% of the employee’s earnings or $25,000, at a price equal to the lesser of 85% of the fair market value of the common stock on the date of the offering or the date of purchase. Under APB Opinion No. 25, the Company was not required to recognize stock-based compensation expense for the cost of shares issued under the Company’s Stock Purchase Plan. Upon adoption of SFAS 123R, the Company began recording stock-based compensation expense related to the Purchase Plan.

The amount of stock-based compensation expense recognized during the sixnine months ended JuneSeptember 30, 2006 was approximately $308,000, after income tax effect was considered.$569,000. All compensation expenses were charged as general and administrative expenses on the statement ofto current operations.

The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model which uses the assumptions noted in the following table. Expected volatilities are based on historical volatilities of the Company’s stock over the expected term of the option. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options is derived from the output of the option valuation model and representsrepresent the period of time that options granted are expected to be outstanding. The risk free rate for periods within the expected life of the option is based on the U.S. Treasury rate that corresponds to the pricing term of the grant effective as of the date of the grant. There was no annual dividend rate assumed as cash dividend is not expected to be declared or to be paid in the foreseeable future. During the quarter ended JuneSeptember 30, 2006, the Company determined to use the forfeiture rate of 18% as it reasonably approximates the currently anticipated rate of forfeiture for granted and outstanding options. Because of the significant effect of non-recurring events, particularly the pursuit and abandonment in 2005 of the acquisition of the Company by a private equity group, the Company does not believe that its historical data before December 31, 2005 are a good indicator of future forfeiture rate. The Company’s financial and business conditions and stock price have stabilized significantly since the end of 2005. Therefore, the Company has used its actual historical forfeiture rate from January 1, 2006 through JuneSeptember 30, 2006 as the basis for its estimated annualized forfeiture rate in preparing the accompanying condensed consolidated financial statements. Prior to adoption of SFAS 123R, the Company recognized forfeitures under SFAS 123 as they occurred. The Company grants options under the Equity Plan to both employees and non-employee directors, for whom the vesting period of the grants is generally two to five years. For the three and sixnine months ended JuneSeptember 30, 2006, the following assumptions are used for these stock option grants to determine stock-based compensation expense:

The following table summarizes stockCompany grants options outstandingoutside of the Equity Plan. The terms of these options are generally identical to those granted under the Company’s plan. A summary of options outside of the Equity Plan as of June 30, 2006:and the Prior Equity Plan is presented below:

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of our common stock for the options that were in the money at JuneSeptember 30, 2006. The total compensation cost related to the nonvested stock options not yet recognized is approximately $0.3 million$120,000 for year 2006, $0.6 million$473,000 for year 2007, and $0.2 million$87,000 for year 2008.

The Company granted 144,000 shares of restricted stock awards to the non-employee members of its non-employee board membersBoard of Directors in March 2006.

Basic income (loss) per share is computed using the weighted-average number of shares of common stock outstanding less shares subject to repurchase. Diluted income (loss) per share is computed using the weighted-average number of shares of common stock outstanding and, when dilutive, common equivalent shares from outstanding stock options and warrants using the treasury stock method, potential common shares from the conversion of convertible debt using the as-if converted method, and shares subject to repurchase. There were 12.111.0 million and 10.5 million potential common shares excluded from the determination of diluted net income per share for the three and sixnine months ended JuneSeptember 30, 2006, as the effect of each share was anti-dilutive because the per-share strike price of the options under which these shares may be issued is higher than current market price. There were 5.47.6 million and 5.87.5 million potential common shares from the conversion of outstanding convertible notes excluded in the diluted shares

In July 2006, the FASB issued FASB Interpretation No. 48Accounting for Uncertainty in Income Taxes (“FIN No. 48”) “Accounting for Uncertainty in Income Taxes” which prescribes a recognition threshold and measurement process for recording in the financial statements uncertain tax positions taken or expected to be taken in a tax return. Additionally, FIN No. 48 provides guidance on the derecognition, classification, accounting in interim periods and disclosure requirements for uncertain tax positions. The accounting provisions of FIN No. 48 will be effective for fiscal years beginning after December 15, 2006. The Company is in the process of determining the effect, if any, that the adoption of FIN No. 48 will have on its financial statements.

Property and equipment consistedconsists of the following (in thousands):

Bank borrowings consists of the following (in thousands):

fixed at $0.45 per share. Additional investment rights of $132,000 were included in the fair value of the Notes upon modification on December 20, 2005.

In conjunction with the issuance of the Notes to the institutional investors in the original private offering,placement, the Company issued warrants to purchase 1,739,130 shares of common stock at an exercise price of $3.58 per share, which were adjusted duringshare. The issuance of shares to Dr. Chen in March 2006 under the quarter ended March 31, 2006terms of the Debt Conversion Agreement resulted in an adjustment in the exercise price of, and number of shares underlying, the warrants, pursuant to sharesthe terms of such warrants. As a result, the warrants became exercisable for 3,082,219 common shares at an exercise price of $2.02 per shares as a result of the issuance of shares to cancel the debt (see Note 8). The purpose of the issuance of additional warrants is to alleviate the dilution effect from the exchange of convertible notes for common stocks.shares. The warrants were exercisable beginning in May 2005 and have a five-year life. None of the warrants have been exercised as of JuneSeptember 30, 2006. The warrants have been accounted for as a derivative under SFAS 133, as the warrants allow for the potential settlement in cash. As such, the warrants have been revalued each reporting period under SFAS 133, with the resulting gains and losses recorded in the accompanying Consolidated Statements of Operations.

As of JuneSeptember 30, 2006, the following warrants to purchase the Company’s common stock were outstanding:

Other non-current liabilities consist of the following:

The Company operates in one segment, electronic business commerce solutions. The Company’s reportable geographic segment includes the Company’s facilities in North America (“Americas”), Europe and Asia Pacific and the Middle East (“Asia/Pacific”). The CEO is the Company’s chief operating decision maker. The CEO reviews financial information presented on a consolidated basis accompanied by disaggregated information about revenues by geographic region and by product for purposes of making operating decisions and assessing financial performance.

The disaggregated revenue information reviewed by the CEO is as follows (unaudited, in(in thousands):

of the Company’s revenues.

Through JuneSeptember 30, 2006, the Company has approved certain restructuring plans to, among other things, reduce its workforce and consolidate facilities. Restructuring and asset impairment charges have been taken to align the Company’s cost structure with changing market conditions and to create a more efficient organization. The Company’s restructuring charges have been comprised primarily of: (i) severance and benefits termination costs related to the reduction of its workforce; (ii) lease termination costs and/or costs associated with permanently vacating our facilities; (iii) other incremental costs incurred as a direct result of the restructuring plan; and (iv) impairment costs related to certain long-lived assets abandoned. The Companyaccounts for each of these costs in accordance with SAB 100,Restructuring and ImpairmentChanges (SAB 101)100).

For each of the periods presented herein, restructuring charges consist solely of:

•Severance and Termination Benefits— These costs represent severance, payroll taxes and COBRA benefits related to restructuring plans implemented prior to the date recognized. For exit or disposal activities initiated on or prior to December 31, 2002, the Company accounted for severance and benefits termination costs in accordance with EITF 94-3,Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring)(“EITF 94-3”). The Company accounts for severance and benefits termination costs for exit or disposal activities initiated after December 31, 2002 in accordance with SFAS 146,Accounting For Costs Associated with Exit Activities.Activities(“SFAS 146”).

•Excess Facilities— These costs represent future minimum lease payments related to excess and abandoned space under lease, net of estimated sublease income and planned company occupancy. For exit or disposal activities initiated on or prior to December 31, 2002, we account for lease termination and/or abandonment costs in accordance with EITF 88-10,Costs Associated with Lease Modification or Termination.Termination. Accordingly, we recorded the costs associated with lease termination and/or abandonment when the leased property had no substantive future use or benefit to us. For exit or disposal activities initiated after December 31, 2002, we account for lease termination and/or abandonment costs in accordance with SFAS 146, which requires that a liability for such costs be recognized and measured initially at fair value on the cease use date of the facility.

As of JuneSeptember 30, 2006, the total restructuring accrual of $6.8$4.7 million consisted of the following (in millions):

The following table summarizes the activity related to the restructuring plans initiated subsequent to December 31, 2002, and accounted for in accordance with SFAS 146 Accounting For Costs Associated with Exit Activities (in thousands):