U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                   FORM 10-QSB
(Mark One)

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

         FOR THE QUARTER ENDED DECEMBER 31, 2007

                                       OR

[_]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                        Commission file number 000-21477

                                  ASPEON, INC.
                                  ------------
        (Exact name of small business issuer as specified in its charter)

         Delaware                                         52-1945748
---------------------------------               ------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
   incorporation or organization)

           2460 West 26th Avenue, Suite 380-C, Denver, Colorado, 80211
           -----------------------------------------------------------
                    (Address of principal executive offices)

                                 (303) 380-9784
                                 --------------
                           (Issuer's telephone number)

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

Indicate by check mark whether the  Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

State the  number of  shares  outstanding  of each of the  issuer's  classes  of
equity, as of the latest  practicable date: On February 1, 2007, the Company had
20,000,000 shares of its $0.01 par value, common stock issued and outstanding.

         Transitional Small Business Disclosure format: Yes [ ] No [ X ]


                                       1
<PAGE>
<TABLE>
<CAPTION>

                                              INDEX

                                          ASPEON, INC.

<S>                                                                                        <C>
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)                                                  PAGE

Consolidated Balance Sheet - December 31, 2007.                                              3

Consolidated Statements of Operations - For the Three and Six Months Ended
December 31, 2007 and 2006                                                                   4

Consolidated Statement of Cash Flows - For the Six Months Ended December 31,                 5
2007 and 2006

Notes to Consolidated Financial Statements                                                   6

Item 2. Management's Discussion and Analysis or Plan of Operations                          11

Item 3. Controls and Procedures                                                             16

Item 3A(T) Controls and Procedures                                                          17

PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                                   17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                         17
Item 3. Defaults on Senior Securities                                                       17
Item 4. Submission of Matters to a Vote of Security Holders                                 17
Item 5. Other Information                                                                   17
Item 6. Exhibits
        SIGNATURES
</TABLE>


                                       2
<PAGE>

Part I.   FINANCIAL INFORMATION

Item I. Financial Statements

<TABLE>
<CAPTION>

                                 Aspeon, Inc. and Subsidiaries
                                   Consolidated Balance Sheet
                                       December 31, 2007
                                          (Unaudited)


ASSETS
<S>                                                                                      <C>

Current Assets

      Cash & Cash Equivalents                                                            $            251
      Prepaid Expenses                                                                              1,000

                                                                                         -----------------
                  Total Current Assets                                                              1,251

                                                                                         -----------------
TOTAL ASSETS                                                                             $          1,251
                                                                                         =================

LIABILITIES & STOCKHOLDERS' DEFICIT

Current Liabilities

      Accounts Payable                                                                   $      6,757,616
      Unearned Income & Customer Deposits                                                         236,128
      Accrued Expenses                                                                            608,259
      Notes Payable                                                                               441,178
      Deferred Earnouts                                                                           208,195

                                                                                         -----------------
                  Total Current Liabilities                                                     8,251,376

COMMITMENTS AND CONTINGENCIES (Note 9)

STOCKHOLDERS' DEFICIT

      Preferred Stock, $0.01 par value: 990,000 shares authorized (1,000,000
      authorized, net 10,000 designated as mandatorily redeemable stock), no
      shares issued and outstanding
      Common Stock, $0.01 par value: 20,000,000 shares authorized,  20,000,000                    200,000
      shares issued and outstanding
      Additional Paid In Capital                                                               84,846,966
      Treasury Stock                                                                              (60,000)
      Accumulated Deficit                                                                     (93,237,091)
                                                                                         -----------------
                  Total Stockholders' Deficit                                                  (8,250,125)

                                                                                         -----------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                              $          1,251
                                                                                         =================


                  See accompanying Notes to Consolidated Financial Statements.
</TABLE>

                                       3
<PAGE>

<TABLE>
<CAPTION>

                                  Aspeon, Inc. and Subsidiary
                             Consolidated Statements of Operations
                                          (Unaudited)

                                                    Three Months Ended                       Six Months Ended
                                                       December 31,                             December 31,
                                                          2007                 2006               2007                  2006
                                                   -----------------     ----------------   ----------------     -----------------
<S>                                                <C>                   <C>                <C>                  <C>

Operating Expenses

      General & Administrative Expenses                      17,518               25,057             36,468                47,658

                                                   -----------------     ----------------   ----------------     -----------------
      Total Operating Expenses                               17,518               25,057             36,468                47,658

      Operating Loss                                        (17,518)             (25,057)           (36,468)              (47,658)

Interest and Other Income / Expenses Net                     (6,037)              (4,482)           (11,396)               (8,433)

                                                   -----------------     ----------------   ----------------     -----------------
Loss before Income Taxes                                    (23,555)             (29,538)           (47,864)              (56,091)

Provision for Income Taxes                                 -                     -                  -                     -

                                                   -----------------     ----------------   ----------------     -----------------
Net Loss                                           $        (23,555)     $       (29,538)   $       (47,864)     $        (56,091)
                                                   =================     ================   ================     =================

NET LOSS PER COMMON SHARE

      Basic & Diluted                                      *                     *                  *                     *
                                                   =================     ================   ================     =================

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

      Basic & Diluted                                  20,000,000           20,000,000         20,000,000            20,000,000
                                                   =================     ================   ================     =================


* Less than ($0.01) per share.









                  See accompanying Notes to Consolidated Financial Statements.
</TABLE>


                                       4
<PAGE>

<TABLE>
<CAPTION>

                                 Aspeon, Inc. and Subsidiaries
                             Consolidated Statements of Cash Flows
                                          (Unaudited)

                                                                                               Six Months Ended
                                                                                                 December 31,
                                                                                         2007                  2006
                                                                                   ----------------     -----------------
<S>                                                                                <C>                  <C>

CASH FLOW USED IN OPERATING ACTIVITIES:

NET LOSS                                                                           $       (47,864)     $        (56,091)

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH                                                    -                     -
USED IN OPERATING ACTIVITIES:

CHANGES IN OPERATING ASSETS & LIABILITIES:

      Increase (Decrease) in Accounts Payable                                                    0                   (11)
      Increase in Accrued Expenses                                                           9,015                 8,434

                                                                                   ----------------     -----------------
      Total Cash Flow provided by Operating Activities                                     (38,849)              (47,668)

CASH FLOW FROM INVESTING ACTIVITIES:                                                             -                     -

                                                                                   ----------------     -----------------
      Total Cash Flow provided by Investing Activities                                           -                     -

CASH FLOW FROM FINANCING ACTIVITIES:

      Advances under Notes Payable                                                          39,100                47,661

                                                                                   ----------------     -----------------
      Total Cash Flow provided by Financing Activities                                      39,100                47,661
                                                                                   ----------------     -----------------

INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                                     $           251      $             (7)
                                                                                   ----------------     -----------------

Cash and Cash Equivalents at the beginning of the period                           $             -      $              7
                                                                                   --------------------------------------
Cash and Cash Equivalents at the end of the period                                 $           251      $              0
                                                                                   ================     =================

SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION
Cash paid for interest                                                             $             -      $              -
                                                                                   ================     =================
Cash paid for income tax                                                           $             -      $              -
                                                                                   ================     =================





           See accompanying Notes to Consolidated Financial Statements.
</TABLE>


                                       5
<PAGE>

                         ASPEON, INC. AND SUBISIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2007 AND 2006
                                   (UNAUDITED)

Note 1.  Business

We were  incorporated  in the State of Delaware in September 1995 under the name
Sunwood Research,  Inc. We changed our name to Javelin Systems,  Inc. in October
1996 and to Aspeon, Inc. in December 1999.

Effective June 30, 2003, we made the decision to  discontinue  all our remaining
operating  businesses  and are now focused on reaching  satisfactory  negotiated
settlements with our outstanding  creditors,  vigorously  defending  against any
further appeal that may be made against our currently  successful defense of the
lawsuit  brought  against  us  by  certain  of our  shareholders,  bringing  our
financial records and Securities and Exchange  Commission  ("SEC") filings up to
date,  raising  debt  and/or  equity to  fund  negotiated  settlements  with our
creditors  and to meet our ongoing  operating  expenses and  attempting to merge
with another entity with experienced  management and opportunities for growth in
return  for  shares of our common  stock to create  value for our  shareholders.
There can be no  assurance  that this  series  of  events  will be  successfully
completed.

In January 2008,  Pennaluna & Co, a broker  dealer,  submitted a Form 15c-211 on
our behalf, seeking to have our shares of common stock re-listed on the over the
counter bulletin board. Effective January 21, 2008, our shares were re-listed on
the over the counter bulletin board.

Note 2.  Basis of Presentation

The accompanying  unaudited  consolidated  financial  statements of Aspeon, Inc.
have been prepared in accordance with generally accepted  accounting  principles
for interim  financial  information and with the instructions to Form 10-QSB and
Article  10 of  Regulation  S-X.  Accordingly,  they do not  include  all of the
information and footnotes required by generally accepted  accounting  principles
for  complete  financial  statements.  In our opinion, the financial  statements
include all adjustments  (consisting of normal recurring  accruals) necessary in
order to make the financial statements not misleading. Operating results for the
three  and six  month  periods  ended  December  31,  2007  are not  necessarily
indicative of the results that may be expected for the year ended June 30, 2008.
For more complete financial information,  these unaudited consolidated financial
statements should be read in conjunction with the audited consolidated financial
statements  included in our Annual Report for the year ended June 30, 2007 filed
with the SEC.

Note 3.  Going Concern

As of  December  31,  2007,  we had $251  cash on hand,  $1,251  of  assets,  no
operating  business  or other  source  of  income,  outstanding  liabilities  of
$8,251,376 and a stockholders' deficit of $8,250,125.

In our Annual Report on Form 10-KSB for the fiscal year ended June 30, 2007, the
Report  of  the  Independent  Registered  Public  Accounting  Firm  includes  an
explanatory  paragraph  that  describes  substantial  doubt about our ability to
continue as a going concern. Our interim financial statements for the six months
ended  December  31, 2007 have been  prepared on a going  concern  basis,  which
contemplates  the  realization of assets and the  settlement of liabilities  and
commitments in the normal course of business.  We reported a net loss of $47,864
for the six months  ended  December  31,  2007,  and an  accumulated  deficit of
$93,237,091 as of December 31, 2007. We also had a working capital deficiency at
December  31,  2007  and had not  recognized  any  revenues  from  our  business
operations.

                                       6
<PAGE>

Consequently,  we are now dependent on raising  additional equity and/or debt to
fund any  negotiated  settlements  with our  outstanding  creditors and meet our
ongoing operating expenses.  There is no assurance that we will be able to raise
the  necessary  equity and,  or, debt that we will need to be able to  negotiate
acceptable  settlements  with our  outstanding  creditors  or fund  our  ongoing
operating expenses.

During the fiscal  years  ended June 30,  2007 and 2006,  one of our  directors,
David J.  Cutler,  advanced to us $100,743  and $98,936  respectively  by way of
loan,  bearing interest at 8%, to meet our ongoing  operating  expenses and fund
the costs of bringing our  financial  statements  and SEC  reporting up to date.
$14,000 of this loan was  converted  to  10,563,775  shares of our common  stock
effective  May 31, 2006. In the six months ended  December 31, 2007,  Mr. Cutler
and a company  controlled by him have made further  advances to us of $39,100 by
way of loan to meet  our  ongoing  operating  expenses  and  fund  the  costs of
bringing our  financial  statements  and SEC  reporting up to date.  There is no
assurance  that Mr. Cutler will  continue to provide us with further  funding in
the future.

It is our current intention to seek to reach satisfactory negotiated settlements
with our outstanding  creditors,  bring our financial records and SEC filings up
to date, raise debt and, or, equity financing to fund the negotiated settlements
with our creditors and to meet ongoing  operating  expenses and attempt to merge
with another entity with experienced  management and opportunities for growth in
return  for  shares of our common  stock to create  value for our  shareholders.
There  is no  assurance  that  this  series  of  events  will be  satisfactorily
completed.

Note 4.  Basis of Consolidation

The  accompanying   consolidated  unaudited  financial  statements  include  the
accounts  of  Aspeon  and  its   wholly-owned   subsidiaries.   All  significant
inter-company transactions and balances have been eliminated.

Note 5:  Significant Accounting Policies

Cash and Cash  Equivalents  -- Cash and  cash  equivalents  consist  of cash and
highly  liquid debt  instruments  with  original  maturities  of less than three
months.

Financial Instruments -- The estimated fair values for financial instruments was
determined  at  discrete  points in time based on relevant  market  information.
These  estimates  involved  uncertainties  and  could  not  be  determined  with
precision.  The  carrying  amounts  of notes  receivable,  accounts  receivable,
accounts payable and accrued liabilities  approximated fair value because of the
short-term  maturities  of these  instruments.  The fair value of notes  payable
approximated to their carrying value as generally their interest rates reflected
our effective annual borrowing rate.

Income Taxes -- We account for income taxes under the  liability  method,  which
requires  recognition  of deferred tax assets and  liabilities  for the expected
future tax  consequences  of events  that have been  included  in the  financial
statements  or  tax  returns.  Under  this  method,   deferred  tax  assets  and
liabilities  are  determined  based  on the  difference  between  the  financial
statements  and tax bases of assets and  liabilities  using enacted tax rates in
effect for the year in which the differences are expected to reverse.

Unearned Income & Customer Deposits -- Customer deposits represent cash received
in advance of product shipment while deferred  revenues  represent cash received
in advance of the performance of service contract revenues.


                                       7
<PAGE>


Comprehensive Income (Loss) -- Comprehensive income is defined as all changes in
stockholders'  equity (deficit),  exclusive of transactions with owners, such as
capital  investments.  Comprehensive income includes net income or loss, changes
in certain assets and liabilities  that are reported  directly in equity such as
translation  adjustments on investments in foreign  subsidiaries  and unrealized
gains (losses) on available-for-sale securities. During the three months and six
ended  December  31, 2007 and 2006 our net income  (loss) was  identical  to our
comprehensive income (loss).

Income  (Loss)  Per  Share  -- The  income  (loss)  per  share is  presented  in
accordance  with the provisions of Statement of Financial  Accounting  Standards
(SFAS) No. 128,  Earnings Per Share.  SFAS No. 128 replaced the  presentation of
primary and fully diluted earnings (loss) per share (EPS) with a presentation of
basic EPS and diluted  EPS.  Basic EPS is  calculated  by dividing the income or
loss available to common  stockholders by the weighted  average number of common
stock  outstanding for the period.  Diluted EPS reflects the potential  dilution
that could occur if  securities  or other  contracts  to issue common stock were
exercised or converted  into common  stock.  Basic and diluted EPS were the same
during the three and six months  ended  December  31, 2007 and 2006 as we had no
stock options or warrants outstanding during periods.

Stock-Based  Compensation--  Beginning  July 1, 2006,  the  Company  adopted the
provisions  of and accounts for  stock-based  compensation  in  accordance  with
Statement of Financial  Accounting Standards (SFAS) No. 123 - revised 2004 (SFAS
123R),  Share-Based Payment,  which replaced SFAS No. 123 (SFAS 123), Accounting
for  Stock-based  Compensation,  and  supersedes  APB  Opinion  No. 25 (APB 25),
Accounting  for Stock  Issued to  Employees.  Under the fair  value  recognition
provisions of this statement,  stock-based  compensation cost is measured at the
grant date based on the fair value of the award and is  recognized as expense on
a straight-line basis over the requisite service period,  which generally is the
vesting period. The Company elected the modified-prospective method, under which
prior periods are not revised for comparative purposes. The valuation provisions
of SFAS 123R apply to new grants and to grants that were  outstanding  as of the
effective date and are subsequently  modified.  All options granted prior to the
adoption  of SFAS  123R  and  outstanding  during  the  periods  presented  were
fully-vested at the date of adoption.

Use of Estimates -- The preparation of our consolidated  financial statements in
conformity with generally accepted accounting  principles requires management to
make  estimates  and  assumptions  that  affect the  amounts  reported  in these
financial  statements and accompanying  notes.  Actual results could differ from
those estimates.  Due to uncertainties inherent in the estimation process, it is
possible that these estimates could be materially revised within the next year.

Business  Segments -- We believe  that our  activities  during the three and six
months ended December 31, 2007 and 2006 comprised a single segment.

Recently Issued Accounting Policies

In February 2006, the Financial  Accounting  Standards  Board (FASB) issued SFAS
No. 155,  Accounting  for Certain  Hybrid  Financial  Instruments.  SFAS No. 155
allows  financial  instruments  that  contain an  embedded  derivative  and that
otherwise  would  require  bifurcation  to be accounted for as a whole on a fair
value basis,  at the holder's  election.  SFAS No. 155 also clarifies and amends
certain  other  provisions  of SFAS No.  133 and SFAS No.  140.  SFAS No. 155 is
effective for the Company for all financial instruments issued or acquired after
the beginning its fiscal year ending June 30, 2008. The adoption of SFAS No. 155
is not expected to have an impact on the Company's financial statements.



                                       8
<PAGE>


In June 2006, the FASB issued  Interpretation No. 48, Accounting for Uncertainty
in Income Taxes - An  Interpretation of FASB Statement No. 109, (FIN 48). FIN 48
clarifies  the  accounting  for  uncertainty  in income taxes  recognized  in an
enterprise's  financial  statements in accordance  with FASB  Statement No. 109,
Accounting for Income Taxes. FIN 48 also prescribes a recognition  threshold and
measurement attribute for the financial statement recognition and measurement of
a tax  position  taken or expected to be taken in a tax return that results in a
tax benefit.  Additionally,  FIN 48 provides guidance on de-recognition,  income
statement  classification  of  interest  and  penalties,  accounting  in interim
periods,  disclosure,  and transition.  This interpretation became effective for
the Company on July 1, 2007 but is not expected to have a material impact on the
Company's  consolidated  financial  statements,  with the possible  exception of
certain disclosures  relative to the Company's net operating loss carry forwards
and the related valuation allowance.

In September 2006, the FASB issued SFAS No. 157, Fair Value  Measurements.  This
statement  defines fair value,  establishes a framework for measuring fair value
in generally accepted accounting principles,  and expands disclosures about fair
value measurements. This statement applies under other accounting pronouncements
that require or permit fair value  measurements.  SFAS No. 157 will be effective
for the Company for its fiscal year  beginning  on July 1, 2008.  The Company is
currently  assessing  the  impact the  adoption  of SFAS No. 157 may have on its
consolidated financial statements.

In February 2007,  FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial  Liabilities - Including an Amendment of FASB Statement No.
115.  This  statement  permits  entities  to choose to  measure  many  financial
instruments  and certain  other items at fair value.  Most of the  provisions of
SFAS No.  159 apply only to  entities  that  elect the fair  value  option.  The
possible adoption of this statement is not expected to have a material effect on
the Company's financial statements.

In September  2006, the Securities  and Exchange  Commission  (SEC) issued Staff
Accounting  Bulletin  (SAB)  No.  108 in order to  eliminate  the  diversity  of
practice   surrounding  how  public  companies  quantify   financial   statement
misstatements.  In SAB 108, the SEC staff  established an approach that requires
quantification of financial statement  misstatements based on the effects of the
misstatements  on each of the  Company's  financial  statements  and the related
financial  statement  disclosures.  SAB No. 108 was  effective for the Company's
current 2007 fiscal year end. The adoption of SAB No. 108 did not have an impact
on the Company's consolidated financial statements.

In  February  2007,  the FASB issued  SFAS No.  159,  The Fair Value  Option for
Financial Assets and Financial  Liabilities (SFAS No. 159). SFAS No. 159 permits
entities to choose to measure,  on an item-by-item  basis,  specified  financial
instruments and certain other items at fair value.  Unrealized  gains and losses
on items for which the fair value  option has been  elected  are  required to be
reported in earnings  at each  reporting  date.  SFAS No. 159 is  effective  for
fiscal years  beginning  after  November 15, 2007,  the  provisions of which are
required to be applied prospectively. We believe that SFAS 159 should not have a
material impact on our financial position or results of operations.

 In  December  2007,  the FASB  issued  SFAS No. 141  (Revised  2007),  Business
Combinations,  or SFAS No. 141R.  SFAS No. 141R will change the  accounting  for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the  acquisition-date  fair value with  limited  exceptions.  SFAS No. 141R will
change the accounting  treatment and disclosure for certain  specific items in a
business   combination.   SFAS  No.  141R  applies   prospectively  to  business
combinations  for which the acquisition date is on or after the beginning of the
first  annual  reporting  period  beginning  on  or  after  December  15,  2008.
Accordingly,  any  business  combinations  we  engage  in will be  recorded  and
disclosed following existing GAAP until January 1, 2009. We expect SFAS No. 141R
will have an impact on accounting for business combinations once adopted but the
effect is dependent upon  acquisitions  at that time. We are still assessing the
impact of this pronouncement.

                                       9
<PAGE>

In December  2007,  the FASB issued SFAS No. 160,  Noncontrolling  Interests  in
Consolidated Financial  Statements--An Amendment of ARB No. 51, or SFAS No. 160.
SFAS  No.  160  establishes  new  accounting  and  reporting  standards  for the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  SFAS No. 160 is effective  for fiscal  years  beginning on or after
December 15, 2008. We believe that SFAS 160 should not have a material impact on
our financial position or results of operations.

Note 6.  Notes Payable

At December 31, 2007, the balance of notes  payable,  included a note payable of
$128,000 to an  individual  who had  previously  sold his business to us. We had
renegotiated  the terms of the  deferred  earn out due to him on the sale of his
business, such that the note payable represented the balance due to him. We were
in default in repayment of the note payable as of December 31, 2007.

Note Payable, Related Parties:

Prior  to June  30,  2007,  David J  Cutler,  our  sole  officer  and one of our
directors,  advanced  $288,078 to us in the form of a promissory  note,  bearing
interest at 8% per annum,  to meet our ongoing  operating  expenses and fund the
costs of bringing our financial statements and SEC reporting current. On May 31,
2006,  $14,000 of this loan was  converted  to  10,563,775  shares of our common
stock. The note is due on demand.

During  the six  months  ended  December  31,  2007,  Mr.  Cutler  and a company
controlled by him advanced an  additional  $39,100 to us under the same terms as
the original  promissory  note. The loan was made to meet our ongoing  operating
expenses  and fund the  costs  of  bringing  our  financial  statements  and SEC
reporting up to date. There can be no assurance that Mr. Cutler will continue to
provide us with further funding in the future.

Note 7.  Stockholders' Deficit

Common Stock

We did not issue any shares of our  common  stock  during  the six months  ended
December 31, 2007 or 2006.

Note 8.           Related Party Transactions

Prior  to June  30,  2007,  David J  Cutler,  our  sole  officer  and one of our
directors,  advanced  $288,078 to us in the form of a promissory  note,  bearing
interest at 8%, to meet our  ongoing  operating  expenses  and fund the costs of
bringing our financial  statements and SEC reporting up to date. $14,000 of this
loan was  converted to 10,563,775  shares of our common stock  effective May 31,
2006.

 During  the six  months  ended  December  31,  2007 Mr.  Cutler  and a  company
controlled by him advanced an  additional  $39,100 to us under the same terms as
the original  promissory  note. The loan was made to meet our ongoing  operating
expenses  and fund the  costs  of  bringing  our  financial  statements  and SEC
reporting up to date. There can be no assurance that Mr. Cutler will continue to
provide us with further funding in the future.

During  the three  months  ended  December  31,  2007,  we  incurred  $10,000 in
consulting fees payable to Burlingham Corporate Finance, Inc.  ("Burlingham") in
respect of  remuneration  for Mr.  Cutler's  services  to us as a  director  and
officer. Mr. Cutler is the principal shareholder of Burlingham.



                                       10
<PAGE>

Note 9.           Contingencies and Commitments

Leases

As at December  31,  2007 and 2006 we were in default on all of our  outstanding
capital and  operating  leases that had been entered into to prior to April 2005
and the full amount of our  liability  under these leases is recorded as current
liabilities included in our balance of accounts payable.

Guarantees

In July, 2001,  Javelin Australia entered into a factoring facility amounting to
approximately  $500,000 or a lesser  amount based on eligible  receivables.  The
facility  was  cancelable  on 30 days  notice by  either  party.  The  agreement
provided for a discount  rate of 1.75% + the bank's  published  overdraft  index
rate and a  factoring  service  fee of  0.50%.  Borrowings  under  the line were
restricted  to the  operations  of  Javelin  Australia  and could not be used to
support our other operations. Aspeon provided a guarantee for this facility that
was to be  released  on its sale of Javelin  Australia  in  January  2003 and in
respect of which it was indemnified by the purchaser of Javelin Australia.

Note 10. Subsequent Events

In January 2008,  Pennaluna & Co, a broker  dealer,  submitted a Form 15c-211 on
our behalf seeking to have our shares of common stock  re-listed on the over the
counter bulletin board. Effective January 21, 2008, our shares were re-listed on
the over the counter bulletin board.

ITEM 2.  Management's Discussion and Analysis or Plan of Operations.

The following  discussion  should be read in conjunction  with the  consolidated
financial   statements   included  in  this  report.  This  discussion  contains
forward-looking  statements  that involve  risks and  uncertainties.  Our actual
results could differ  materially from those anticipated in these forward looking
statements  as a result of any number of factors,  including but not limited to,
our ability to reach satisfactorily  negotiated settlements with our outstanding
creditors, vigorously defend against any further appeal that may be made against
our currently successful defense of the lawsuit brought against us by certain of
our shareholders,  bring our financial records and SEC filings up to date, raise
debt and/or equity to fund negotiated settlements with our creditors and to meet
our ongoing  operating  expenses and merge with another entity with  experienced
management and opportunities for growth in return for shares of our common stock
to create value for our shareholders.

Overview

During the six month  period  ended  December  31,  2007 and 2006,  our  primary
activities  have been to maintain our financial  statements and SEC filings on a
current  basis,   attempt  to  negotiate   satisfactory   settlements  with  our
outstanding creditors, seek a listing on the over the counter bulletin board and
raise debt and/or equity to fund these activities.


                                       11
<PAGE>

Results of  Operations - Three Months  Ended  December 31, 2007  Compared to the
Three Months Ended December 31, 2006

General and Administrative Expenses.  During the three months ended December 31,
2007, we incurred  general and  administrative  expenses of $17,518  compared to
$25,057  during the three months ended  December 31, 2006, a decrease of $7,539.
The decrease  arose due to the fact that during the three months ended  December
31, 2006, we incurred  significant contract labor costs and professional fees in
bringing  our  financial  records  and  SEC  filings  up to  date.  We  incurred
significantly  lower costs in respect of these expenses  during the three months
ended  December,  2007,  as we have made  significant  progress in bringing  our
financial records and SEC filings current.

Net Interest  (Expense)  and Other Income  (Expense).  We recognized an interest
expense of $6,037 in the three months ended December 31, 2007 compared to $4,481
in the three months ended December 31, 2006, an increase of $3,874. This expense
relates  to the  interest  expense  accrued  on the loan  made to us by our sole
officer and one of our directors,  Mr. David Cutler.  The increase in the amount
of interest  between  the two periods  reflects  the  increase in the  principal
balance of the loan.

Provision  for Income  Taxes.  No provision for income taxes was required in the
three months ended December 31, 2007 or 2006, as we generated tax losses in both
periods.

Net Loss and  Comprehensive  Loss.  We  recognized a net loss of $23,555 for the
three  months  ended  December  31, 2007  compared a net loss of $29,538 for the
three months  ended  December 31, 2006, a decrease of $5,983 due to the decrease
in general  and  administrative  expenses  partially  offset by the  increase in
interest expense as explained above.

Our comprehensive  loss was identical to our net loss for the three months ended
December 31, 2007 and 2006.

Results of  Operations - Six Months Ended  December 31, 2007 Compared to the Six
Months Ended December 31, 2006

General and  Administrative  Expenses.  During the six months ended December 31,
2007, we incurred  general and  administrative  expenses of $36,468  compared to
$47,658  during the six months  ended  December 31, 2006, a decrease of $11,190.
The  decrease  was due to the fact,  that in the six months  ended  December 31,
2006, we incurred  significant  contract  labor costs and  professional  fees in
bringing  our  financial  records  and  SEC  filings  up to  date.  We  incurred
significantly  lower  costs for these  activities  during the six  months  ended
December,  2007, as we have made significant  progress in bringing our financial
records and SEC filings current.

Net Interest  (Expense)  and Other Income  (Expense).  We recognized an interest
expense of $11,664  during the six months ended  December 31, 2007,  compared to
$8,433  during the six months ended  December  31, 2006,  an increase of $3,221.
This expense  relates to the interest  expense accrued on the loan made to us by
our sole officer and one of our directors, Mr. David Cutler. The increase in the
amount  of  interest  between  the two  periods  reflects  the  increase  in the
principal balance of the loan.

Provision  for Income  Taxes.  No provision for income taxes was required in the
six months ended  December  31, 2007 or 2006 as we generated  tax losses in both
periods.

Net Loss and Comprehensive Loss. We recognized a net loss of $47,864 for the six
months  ended  December  31,  2007,  compared a net loss of $56,091  for the six
months ended December 31, 2006, a decrease of $8,227 due decrease in general and
administrative expenses partially off set by the increase in interest expense as
explained above.

                                       12
<PAGE>

Our  comprehensive  loss was  identical to our net loss for the six months ended
December 31, 2007 and 2006.

Cash Flow  Information - Six Months Ended  December 31, 2007 Compared to the Six
Months Ended December 31, 2006

As of  December  31,  2007,  we had $251  cash on hand,  $1,251  of  assets,  no
operating  business  or other  source  of  income,  outstanding  liabilities  of
$8,251,376 and a stockholders' deficit of $8,250,125.

In the our Annual Report on Form 10-KSB for the fiscal year ended June 30, 2007,
the Report of the  Independent  Registered  Public  Accounting  Firm includes an
explanatory  paragraph that describes substantial doubt about the our ability to
continue as a going concern.  Our interim financial statements for the three and
six months ended  December 31, 2007 have been prepared on a going concern basis,
which  contemplates  the realization of assets and the settlement of liabilities
and  commitments  in the normal  course of  business.  We reported a net loss of
$47,864 for the six months ended December 31, 2007,  and an accumulated  deficit
of $93,237,091 as of December 31, 2007. We also had a working capital deficiency
at December  31, 2007 and had not  recognized  any  revenues  from our  business
operations.

Consequently,  we are now dependent on raising  additional equity and/or debt to
fund any  negotiated  settlements  with our  outstanding  creditors and meet our
ongoing operating expenses.  There is no assurance that we will be able to raise
the  necessary  equity and,  or, debt that we will need to be able to  negotiate
acceptable  settlements  with our  outstanding  creditors  or fund  our  ongoing
operating expenses.

During the fiscal  years  ended June 30,  2007 and 2006,  one of our  directors,
David J.  Cutler,  advanced to us $100,743  and $98,936  respectively  by way of
loan,  bearing interest at 8%, to meet our ongoing  operating  expenses and fund
the costs of bringing our  financial  statements  and SEC  reporting up to date.
$14,000 of this loan was converted to equity  effective May 31, 2006. In the six
months ended  December 31, 2007 Mr.  Cutler and a company  controlled by him has
made  further  advances  to us of  $39,100  by way of loan to meet  our  ongoing
operating  expenses and fund the costs of bringing our financial  statements and
SEC reporting up to date. There is no assurance that Mr. Cutler will continue to
provide us with further funding in the future.

It is our current intention to seek to reach satisfactory negotiated settlements
with our outstanding  creditors,  bring our financial records and SEC filings up
to date, raise debt and, or, equity financing to fund the negotiated settlements
with our creditors and to meet ongoing  operating  expanses and attempt to merge
with another entity with experienced  management and opportunities for growth in
return  for  shares of our common  stock to create  value for our  shareholders.
There  is no  assurance  that  this  series  of  events  will be  satisfactorily
completed.

Net cash used in operations  during the six months ended  December 31, 2007, was
$38,849  compared  to $47,668 in the six  months  ended  December  31,  2006,  a
decrease  of $8,819.  In the six months  ended  December  31, 2007 our net loss,
without any  requirement  for an adjustment  for non-cash  items,  resulted in a
negative cash flow of $47,864 which was partially offset by a positive cash flow
of  $9,015  generated  from  the  net  movement  in  our  operating  assets  and
liabilities.  This  compares our net loss for the six months ended  December 31,
2006 which,  without any  requirement  for an  adjustment  for  non-cash  items,
resulted in a negative  cash flow of $56,091,  which was  partially  offset by a
positive  cash flow of $8,423  generated  from the net movement in our operating
assets and liabilities.

No cash was provided by investing  activities  in the six months ended  December
31, 2007 or 2006,  as we had no  investments  to sell and no  available  cash to
purchase investments.

                                       13
<PAGE>

Net cash was  provided  by  financing  activities  during the six  months  ended
December  31,  2007 was  $39,100  compared  to $47,661  in the six months  ended
December 31, 2006, a decrease of $8,561 reflecting the reduced need for funding.

PLAN OF OPERATIONS

It is our current plan of operation is to seek to reach satisfactory  negotiated
settlements with our outstanding creditors,  bring our financial records and SEC
filings up to date,  raise debt and, or, equity financing to fund the negotiated
settlements  with our  creditors  and to meet  ongoing  operating  expanses  and
attempt  to  merge  with  another   entity  with   experienced   management  and
opportunities  for growth in return  for  shares of our  common  stock to create
value for our shareholders.

There is can be no  assurance  that this  series of events  can be  successfully
completed,  that any such business  will be  identified or that any  stockholder
will  realize  any  return on their  shares  after such a  transaction  has been
completed.  Any merger or acquisition  completed by us can be expected to have a
significant  dilutive  effect on the  percentage  of shares  held by our current
stockholders.

General Business Plan
--------------------------------

We intend to seek, investigate and, if such investigation  warrants,  acquire an
interest in  business  opportunities  presented  to us by persons or firms which
desire to seek the  advantages of an issuer who has complied with the Securities
Act of 1934 (the "1934  Act").  We will not  restrict our search to any specific
business,  industry or geographical location, and we may participate in business
ventures of virtually any nature.  This  discussion of our proposed  business is
purposefully  general  and is  not  meant  to be  restrictive  of our  virtually
unlimited   discretion  to  search  for  and  enter  into   potential   business
opportunities.  We  anticipate  that we may be able to  participate  in only one
potential business venture because of our lack of financial resources.

We may seek a business  opportunity with entities which have recently  commenced
operations,  or that desire to utilize the public  marketplace in order to raise
additional capital in order to expand into new products or markets, to develop a
new product or service, or for other corporate  purposes.  We may acquire assets
and  establish  wholly  owned  subsidiaries  in  various  businesses  or acquire
existing businesses as subsidiaries.

We expect  that the  selection  of a business  opportunity  will be complex  and
risky. Due to general economic  conditions,  rapid technological  advances being
made in some  industries  and  shortages of available  capital,  we believe that
there are numerous firms seeking the benefits of an issuer who has complied with
the 1934 Act. Such benefits may include  facilitating  or improving the terms on
which  additional  equity  financing  may be  sought,  providing  liquidity  for
incentive  stock  options  or  similar  benefits  to  key  employees,  providing
liquidity (subject to restrictions of applicable  statutes) for all stockholders
and other factors.  Potentially,  available business  opportunities may occur in
many different  industries and at various  stages of  development,  all of which
will make the task of  comparative  investigation  and analysis of such business
opportunities  extremely  difficult and complex.  We have,  and will continue to
have,  essentially  no assets to provide the owners of  business  opportunities.
However,  we  will be  able  to  offer  owners  of  acquisition  candidates  the
opportunity  to acquire a  controlling  ownership  interest in an issuer who has
complied  with the 1934 Act  without  incurring  the cost and time  required  to
conduct an initial public offering.




                                       14
<PAGE>


The analysis of new business  opportunities  will be undertaken by, or under the
supervision  of, our sole  director.  We intend to  concentrate  on  identifying
preliminary  prospective  business  opportunities  which may be  brought  to our
attention through present associations of our director, professional advisors or
by our stockholders.  In analyzing prospective business  opportunities,  we will
consider  such matters as (i)  available  technical,  financial  and  managerial
resources; (ii) working capital and other financial requirements;  (iii) history
of operations,  if any, and prospects for the future; (iv) nature of present and
expected competition;  (v) quality, experience and depth of management services;
(vi) potential for further research,  development or exploration; (vii) specific
risk  factors  not now  foreseeable  but that may be  anticipated  to impact the
proposed  activities of the company;  (viii)  potential for growth or expansion;
(ix) potential for profit;  (x) public  recognition  and acceptance of products,
services or trades;  (xi) name  identification;  and (xii) other factors that we
consider relevant. As part of our investigation of the business opportunity,  we
expect to meet  personally  with  management  and key  personnel.  To the extent
possible,  we intend to utilize  written reports and personal  investigation  to
evaluate the above factors.

We will not  acquire  or merge  with any  company  for which  audited  financial
statements  cannot be obtained within a reasonable  period of time after closing
of the proposed transaction.

Acquisition Opportunities
------------------------------------

In implementing a structure for a particular business acquisition, we may become
a party to a merger, consolidation,  reorganization, joint venture, or licensing
agreement with another company or entity. We may also acquire stock or assets of
an existing  business.  Upon consummation of a transaction,  it is probable that
our present  management and stockholders  will no longer be in control of us. In
addition,  our  sole  director  may,  as part of the  terms  of the  acquisition
transaction,  resign  and be  replaced  by new  directors  without a vote of our
stockholders,  or sell his  stock  in us.  Any such  sale  will  only be made in
compliance  with the  securities  laws of the United  States and any  applicable
state.

It is anticipated that any securities issued in any such reorganization would be
issued in reliance upon exemption from registration  under  application  federal
and state securities laws. In some circumstances, as a negotiated element of the
transaction,  we  may  agree  to  register  all  or a part  of  such  securities
immediately   after  the  transaction  is  consummated  or  at  specified  times
thereafter.  If such registration occurs, it will be undertaken by the surviving
entity after it has  successfully  consummated a merger or acquisition and is no
longer  considered an inactive company.  The issuance of substantial  additional
securities and their potential sale into any trading market which may develop in
our  securities  may have a depressive  effect on the value of our securities in
the future.

There is no assurance that such a trading market will develop.  While the actual
terms of a transaction  cannot be predicted,  it is expected that the parties to
any  business  transaction  will find it  desirable  to avoid the  creation of a
taxable  event and thereby  structure  the business  transaction  in a so-called
"tax-free"  reorganization  under  Sections  368(a)(1)  or 351  of the  Internal
Revenue Code (the "Code"). In order to obtain tax-free treatment under the Code,
it may be necessary for the owner of the acquired business to own 80% or more of
the voting stock of the surviving entity. In such event, our stockholders  would
retain  less than 20% of the  issued  and  outstanding  shares of the  surviving
entity. This would result in significant dilution in the equity of stockholders.

As part of our  investigation,  we expect to meet personally with management and
key  personnel,  visit  and  inspect  material  facilities,  obtain  independent
analysis of verification of certain  information  provided,  check references of
management and key personnel,  and take other reasonable investigative measures,
to the extent of our limited financial resources and management  expertise.  The
manner in which we participate  in an  opportunity  will depend on the nature of
the  opportunity,  the  respective  needs and desires of both  parties,  and the
management of the opportunity.

                                       15
<PAGE>

With  respect to any merger or  acquisition,  and  depending  upon,  among other
things,  the target company's assets and liabilities,  our stockholders  will in
all likelihood hold a substantially  lesser percentage  ownership interest in us
following any merger or acquisition.  The percentage ownership may be subject to
significant  reduction in the event we acquire a target  company with assets and
expectations  of growth.  Any merger or  acquisition  can be  expected to have a
significant   dilutive   effect  on  the   percentage  of  shares  held  by  our
stockholders.

We will  participate in a business  opportunity  only after the  negotiation and
execution of appropriate written business agreements. Although the terms of such
agreements  cannot be predicted,  generally we anticipate  that such  agreements
will (i) require specific  representations and warranties by all of the parties;
(ii) specify  certain  events of default;  (iii) detail the terms of closing and
the conditions which must be satisfied by each of the parties prior to and after
such  closing;  (iv)  outline  the  manner of  bearing  costs,  including  costs
associated with the Company's attorneys and accountants;  (v) set forth remedies
on defaults; and (vi) include miscellaneous other terms.

As stated  above,  we will not  acquire or merge with any  entity  which  cannot
provide independent  audited financial  statements within a reasonable period of
time after  closing of the  proposed  transaction.  We are subject to all of the
reporting  requirements included in the 1934 Act. Included in these requirements
as part of a Current Report on Form 8-K,  required to be filed with the SEC upon
consummation of a merger or acquisition, as well as audited financial statements
included  in an Annual  Report on Form 10-K (or Form 10-KSB as  applicable).  If
such audited financial  statements are not available at closing,  or within time
parameters  necessary to insure our compliance  within the  requirements  of the
1934 Act, or if the audited financial  statements provided do not conform to the
representations  made by that business to be acquired,  the  definitive  closing
documents will provide that the proposed  transaction  will be voidable,  at the
discretion  of our  present  management.  If such  transaction  is  voided,  the
definitive  closing  documents  will also  contain  a  provision  providing  for
reimbursement for our costs associated with the proposed transaction.

Competition
-----------------

We believe we are an insignificant  participant  among the firms which engage in
the acquisition of business  opportunities.  There are many established  venture
capital and financial  concerns that have  significantly  greater  financial and
personnel resources and technical expertise than we have. In view of our limited
financial resources and limited management availability,  we will continue to be
at a significant competitive disadvantage compared to our competitors.

ITEM 3.  Controls and Procedures

As of the end of the period covered by this report,  we conducted an evaluation,
under the supervision and with the  participation of our Chief Executive Officer
and Chief  Financial  Officer,  of our  disclosure  controls and  procedures (as
defined in Rules  13a-15(e)  and  15d-15(e)  under the 1934 Act).  Based on this
evaluation,  the Chief Executive  Officer and Chief Financial  Officer concluded
that our  disclosure  controls  and  procedures  are  effective  to ensure  that
information  required to be  disclosed  by us in reports  that we file or submit
under the 1934 Act is recorded,  processed,  summarized and reported  within the
time periods  specified in the  Securities  and  Exchange  Commission  rules and
forms.

                                       16
<PAGE>

ITEM 3A(T).  Controls and Procedures

There have been no changes in the small business  issuer's internal control over
financial  reporting  identified in connection  with the evaluation  required by
paragraph  (d) of Rule  240.15d-15  that  occurred  during  the  small  business
issuer's  last fiscal  quarter that has  materially  affected,  or is reasonable
likely to materially  affect,  the small business issuer's internal control over
financial reporting.

                            PART II OTHER INFORMATION

Item 1.  Legal Proceedings

None

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

None

Item 3.  Defaults upon Senior Securities

We are in default on a number of loans,  operating  and  capital  leases  either
directly or as guarantor for our subsidiary  companies.  These  liabilities have
all been included our balance sheet. We will attempt to negotiate  settlement of
all of our  shortfalls  to  creditors in respect of these  defaults  upon senior
securities, or seek other alternatives to eliminate these liabilities.

There are no defaults on any liabilities that we have incurred since April 2005.

Item 4.  Submission of Matters to Vote of Security Holders

None

Item 5.  Other Information

None

Item 6.  Exhibits

                  EXHIBIT NO.                        DESCRIPTION
31       Section 302 Certification
32       Section 906 Certification




                                       17
<PAGE>


                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                  ASPEON, INC,
                                  (Registrant)




Date: February 8, 2008          /s/ David J. Cutler
----------------------          -----------------------------------------
                                David J. Cutler,
                                President, Chief Executive Officer,
                                Chief Financial Officer, and Director











                                       18