UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

                                    FORM 10Q
(Mark One)

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

                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009

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


            For the transition period from __________ to ___________

                        Commission file number: 000-27055

                                  ASPEON, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                         52-1945748
(State of Incorporation)                           (IRS Employer ID Number)

           2460 WEST 26TH AVENUE, SUITE 380-C, DENVER, COLORADO 80211
                    (Address of principal executive offices)

                                 (303) 380-9784
                         (Registrant's Telephone number)

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 past 12 months (or for such shorter  period that the registrant was required
to file such reports),  and (2) has been subject to the filing  requirements for
the past 90 days. Yes [X] No [ ]

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 (ss.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 [ ] No [ ]

Indicate by check mark whether the  registrant is a large  accelerated  file, 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 [  ]                              Accelerated filer [  ]
Non-accelerated filer  [  ] (Do not check if a smaller reporting company)
Smaller reporting company [X]

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

<PAGE>

Indicate  the number of share  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

As of May 11,  2009,  there were  3,879,655  shares of the  registrant's  common
stock, $0.01 par value, issued and outstanding.


<PAGE>



                                  ASPEON, INC.
                                      INDEX

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements       (Unaudited)                             Page
                                                                            ----

Consolidated Balance Sheets - March 31, 2009 and June 30, 2008                3

Consolidated Statement of Operations  - Three and nine months
       ended March 31, 2009 and 2008                                          4

Consolidated Statement of Cash Flows - Nine months
      ended March 31, 2009 and 2008                                           5

Notes to Consolidated Financial Statements                                    6

Item 2. Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                           18

Item 3.  Quantitative and Qualitative Disclosures About Market Risk          25

Item 4. Controls and Procedures                                              26

Item 4T.  Controls and Procedures                                            26

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                   27

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds         27

Item 3.  Defaults Upon Senior Securities                                     28

Item 4.  Submission of Matters to a Vote of Security Holders                 28

Item 5.  Other Information                                                   29

Item 6.  Exhibits                                                            29

SIGNATURES                                                                   30


<PAGE>


                                     PART I

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                         Aspeon, Inc. and Subsidiaries
                           Consolidated Balance Sheet

                                                                                       DECEMBER 31,      JUNE 30,
                                                                                         2008              2008
                                                                                     ----------------  --------------
                                                                                       (unaudited)       (audited)
<S>                                                                                <C>                 <C>

ASSETS

Current Assets

      Cash & Cash Equivalents                                                      $             -   $            15
      Prepaid Expenses                                                                       1,000             1,000

                                                                                   ----------------  ----------------
                 Total Current Assets                                                        1,000             1,015

                                                                                   ----------------  ----------------
TOTAL ASSETS                                                                       $         1,000   $         1,015
                                                                                   ================  ================

LIABILITIES & STOCKHOLDERS' DEFICIT

Current Liabilities

      Accounts Payable                                                             $     2,038,747   $     4,998,397
      Unearned Income & Customer Deposits                                                  236,128           236,128
      Accrued Expenses                                                                     208,712           656,067
      Notes Payable                                                                         10,964           348,064

                                                                                   ----------------  ----------------
                 Total Current Liabilities                                               2,494,551         6,238,656

COMMITMENTS AND CONTINGENCIES (Note 9)

STOCKHOLDERS' DEFICIT

      Preferred Stock, $0.01 par value: 25,000,000 shares authorized, no shares
      shares issued and outstanding                                                              -                 -

      Common Stock, $0.01 par value: 100,000,000 shares authorized, 3,879,655              222,756           197,106
      and 1,314,038 shares issued and outstanding, respectively
      Additional Paid In Capital                                                        85,248,313        84,849,860
      Treasury Stock                                                                       (60,000)          (60,000)
      Accumulated Deficit                                                              (87,904,620)      (91,224,607)
                                                                                   ----------------  ----------------
                 Total Stockholders' Deficit                                            (2,493,551)       (6,237,641)

                                                                                   ----------------  ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                        $         1,000   $         1,015
                                                                                   ================  ================

</TABLE>

           See accompanying Notes to Consolidated Financial Statements.


                                       3
<PAGE>

<TABLE>
<CAPTION>

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

                                                            Three Months Ended                        Nine Months Ended
                                                                  March 31,                                 March 31,
                                                        2009                  2008                2009                   2008
                                                 -----------------     -----------------   -----------------     ------------------
<S>                                              <C>                   <C>                 <C>                   <C>

Operating Expenses

      General & Administrative Expenses          $         51,955      $         43,600    $        124,291      $          80,068
      Gain on Settlement of Debt                          (61,993)                    -             (61,993)                     -
      Gain on Statute Barred Liabilities                        -            (2,102,917)         (3,399,505)            (2,102,917)

                                                 -----------------     -----------------   -----------------     ------------------
      Total Operating (Income) / Expenses                 (10,038)           (2,059,317)         (3,337,207)            (2,022,849)

      Operating (Income) / Loss                           (10,038)            2,059,317          (3,337,207)             2,022,849

Interest and Other Income / Expenses Net                   (2,635)               (6,281)            (17,220)               (17,677)

                                                 -----------------     -----------------   -----------------     ------------------
Income / (Loss) before Income Taxes                         7,403             2,053,036           3,319,987              2,005,172

Provision for Income Taxes                                      -                     -                   -                      -

                                                 -----------------     -----------------   -----------------     ------------------
Net Income / (Loss)                              $          7,403      $      2,053,036    $      3,319,987      $       2,005,172
                                                 =================     =================   =================     ==================

NET INCOME / (LOSS) PER COMMON SHARE

      Basic & Diluted                                         *                   $1.54               $1.74                  $1.50
                                                 =================     =================   =================     ==================

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

      Basic & Diluted                                   3,116,442             1,333,333           1,906,069              1,333,333
                                                 =================     =================   =================     ==================


* Less than ($0.01) per share.









                          See accompanying Notes to Consolidated Financial Statements.

                                                        4
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

                                                                                              Nine Months Ended
                                                                                                   March 31,
                                                                                         2009                  2008
                                                                                   ----------------     -----------------
<S>                                                                                <C>                  <C>

CASH FLOW USED IN OPERATING ACTIVITIES:

NET INCOME                                                                         $     3,319,987      $      2,005,172

ADJUSTMENTS TO RECONCILE NET INCOME / (LOSS) TO NET CASH                                         -                     -
USED IN OPERATING ACTIVITIES:

      Stock Issued for Consultants' Compensation                                            12,375                     -
      Stock Issued for Directors' Compensation                                               8,250                     -
      Gain on Settlement of Debt                                                           (61,993)                    -
      Gain on Statute Barred Liabilities                                                (3,399,505)           (2,102,917)

CHANGES IN OPERATING ASSETS & LIABILITIES:

      Increase in Accounts Payable                                                          92,950                   508
      Increase in Accrued Expenses                                                         (17,780)               40,146

                                                                                   ----------------     -----------------
      Total Cash Flow provided by/ (used in) Operating Activities                          (45,716)              (57,091)

CASH FLOW FROM INVESTING ACTIVITIES:                                                             -                     -

                                                                                   ----------------     -----------------
      Total Cash Flow provided by / (used in) Investing Activities                               -                     -

CASH FLOW FROM FINANCING ACTIVITIES:

      Advances under Notes Payable                                                          45,701                57,124

                                                                                   ----------------     -----------------
      Total Cash Flow provided by Financing Activities                                      45,701                57,124
                                                                                   ----------------     -----------------

(DECREASE) INCREASE IN CASH & CASH EQUIVALENTS                                     $           (15)     $             33
                                                                                   ----------------     -----------------

Cash and Cash Equivalents at the beginning of the period                           $            15      $              -
                                                                                   --------------------------------------
Cash and Cash Equivalents at the end of the period                                 $             -      $             33
                                                                                   ================     =================

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

</TABLE>


                  See accompanying Notes to Consolidated Financial Statements.

                                                5


<PAGE>

NOTES TO FINANCIAL STATEMENTS

1.       NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

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,  maintaining our financial  records
and  Securities  and Exchange  Commission  (`SEC')  filings on a current  basis,
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 and the Pink Sheets under the trading symbol
"ASPO."

On April 2,  2008,  we held an  annual  meeting  of  stockholders  at which  the
majority of stockholders voted to re-elect Messrs.  Cutler, Whiting and Green as
directors,  authorize a reverse  split of our common  stock on a fifteen for one
basis, appoint Larry O'Donnell, CPA, P.C. as our independent auditor, change our
name  to a name  to be  determined  by the  Board  of  Directors,  increase  the
authorized  number of our Common Shares from twenty million  (20,000,000) to one
hundred  million  (100,000,000)  and  increase  the  authorized  number  of  our
Preferred   Shares  from  one  million   (1,000,000)   to  twenty  five  million
(25,000,000).

Effective  December 31,  2008,  outstanding  liabilities  of  $3,399,505  in our
Restaurant Consulting Services,  Inc. subsidiary became statute barred under the
statute of  limitations  of the State of  Massachusetts  and,  consequently,  we
recognized a gain on statute barred liabilities of $3,399,505 in the period.

Effective December 13, 2008, the increase in the authorized number of our Common
Shares from twenty million (20,000,000) to one hundred million (100,000,000) and
the increase in the authorized  number of our Preferred  Shares from one million
(1,000,000) to twenty five million (25,000,000) became effective.

Effective  January 6, 2009, Mr. Wesley F. Whiting resigned as a director of ours
for personal  reasons.  We are actively seeking to appoint a replacement for Mr.
Whiting as a non-executive director.


                                       6
<PAGE>


Effective  January 13, 2009,  the reverse split of our common stock on a fifteen
for one basis became  effective.  Before the split we had  19,710,575  shares of
common  stock.  After  the  fifteen  for one  reverse  split  the  number of our
authorized  shares of common stock was reduced to 1,314,038.  An additional  638
shares of our  common  stock were  issued to  existing  shareholders  of ours to
"round up" their existing share holdings to "full" shares  following the reverse
split.

Effective January 19, 2009, we issued 63,655 (sixty three thousand,  six hundred
and fifty five) shares of our common stock, valued at $10,504, in full and final
settlement of a claim against us for an alleged liability in excess of $433,740.
We, without admission of any liability,  believe that even if such liability had
been  valid,  it would now be statute  barred.  However,  in order to achieve an
amicable  settlement  without the need to incur legal fees,  we believe it is in
the best  interest  of our  shareholders  to settle the alleged  claim,  without
admission of any liability, by the issuance of 63,655 (sixty three thousand, six
hundred and fifty five) shares of our common stock.

Effective January 26, 2009, we authorized the issuance of a total of:

     i)   75,000 shares of restricted common stock,  valued at $12,375, to three
          consultants (25,000 shares each) as compensation for services they had
          provided to us. One of the  consultants is an existing  shareholder of
          the Company,

     ii)  50,000  shares  of  restricted  common  stock,  valued  at $8,250 to a
          current, and a former,  non-executive  director of ours (25,000 shares
          each) as compensation for services they had provided to us, and

     iii) 2,376,324 shares of restricted  common stock,  valued at $392,974,  to
          David  Cutler,  the  Company's   President  and  a  director,   and  a
          corporation  controlled  by Mr.  Cutler,  in  full  settlement  of the
          Company's debts to them. As a result of the transaction, we recognized
          a gain of $61,993 on the settlement of this liability.

Basis of Presentation:

The  accompanying  unaudited  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-Q 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
nine months ended March 31, 2009 are not  necessarily  indicative of the results
that  may be  expected  for the year  ended  June 30,  2009.  For more  complete
financial  information,  these unaudited financial  statements should be read in
conjunction  with the audited  financial  statements for the year ended June 30,
2008 included in our Form 10-KSB filed with the SEC.


                                       7
<PAGE>

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

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.

Impairment of Long-Lived  and  Intangible  Assets -- In the event that facts and
circumstances indicated that the cost of long-lived and intangible assets may be
impaired,  an evaluation of recoverability  was performed.  If an evaluation was
required, the estimated future undiscounted cash flows associated with the asset
were  compared to the asset's  carrying  amount to determine if a write-down  to
market value or discounted cash flow value was required.

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  represents cash received
in advance of the performance of service contract revenues.

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.  From our inception there were
no differences between our comprehensive loss and net loss.

Our comprehensive  profit was identical to our net profit for the three and nine
months ended March 31, 2009 and 2008 and our comprehensive loss was identical to
our net loss for the three and nine months ended March 31, 2009 and 2008.

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

                                       8
<PAGE>

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  E/(L)PS were the
same during the three and nine months ended March 31, 2009 and 2008 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 nine
months ended March 31, 2009 and 2008 comprised a single segment.

Recently Issued Accounting Policies - 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.  SFASNo.  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.

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.

                                       9
<PAGE>

In  December  2007,  the SEC  issued  Staff  Accounting  Bulletin  (SAB) No. 110
regarding  the use of a  "simplified"  method,  as discussed in SAB No. 107 (SAB
107),  in  developing  an  estimate of expected  term of "plain  vanilla"  share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular,
the staff  indicated in SAB 107 that it will accept a company's  election to use
the  simplified  method,  regardless  of  whether  the  company  has  sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued,  the staff believed that more detailed  external  information  about
employee exercise behavior (e.g.,  employee exercise patterns by industry and/or
other categories of companies)  would,  over time,  become readily  available to
companies.  Therefore,  the staff  stated in SAB 107 that it would not  expect a
company to use the simplified  method for share option grants after December 31,
2007.  The staff  understands  that such  detailed  information  about  employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain  circumstances,  the use of the
simplified  method  beyond  December 31, 2007.  The Company  currently  uses the
simplified method for "plain vanilla" share options and warrants and will assess
the impact of SAB 110 for fiscal year 2009.  It is not  believed  that this will
have an impact on the  Company's  consolidated  financial  position,  results of
operations or cash flows.

In  December  2007,  the  Emerging  Issues  Task  Force  issued  EITF No.  07-1,
Accounting  for   Collaborative   Arrangements.   EITFNo.   07-1  requires  that
transactions  with third parties (i.e.,  revenue generated and costs incurred by
the partners)  should be reported in the appropriate line item in each company's
financial statement and includes enhanced disclosure  requirements regarding the
nature  and  purpose  of the  arrangement,  rights  and  obligations  under  the
arrangement,  accounting policy,  amount and income statement  classification of
collaboration  transactions  between  the  parties.  EITF No. 07-1 is  effective
January  1,  2009 and shall be  applied  retrospectively  to all  prior  periods
presented for all collaborative  arrangements existing as of the effective date.
The  Company  does not expect  that the  adoption  of EITF No.  07-1 will have a
material  effect  on  its  consolidated   results  of  operations  or  financial
condition.

In March  2008,  the FASB  issued  FAS No.  161,  Disclosures  about  Derivative
Instruments and Hedging Activities,  an amendment of FASB Statement No. 133. FAS
No. 161 changes the  disclosure  requirements  for  derivative  instruments  and
hedging  activities.  Entities are required to provide disclosures about (a) how
and why derivative  instruments  are used, (b) how  derivative  instruments  and
related  hedged  items  are  accounted  for under FAS No.  133,  Accounting  for
Derivative Instruments and Hedging Activities,  and its related interpretations,
and (c) how derivative  instruments and related hedged items affect the entity's
financial  position,  financial  performance,  and cash  flows.  FAS No.  161 is
effective  January 1, 2009. The Company does not expect that the adoption of FAS
No. 161 will have a material effect on its consolidated results of operations or
financial condition.

In April 2008, the FASB issued FSP FAS 142-3,  "Determination of the Useful Life
of Intangible  Assets" ("FSP FAS 142-3").  FSP FAS 142-3 amends the factors that
should be  considered  in developing  renewal or extension  assumptions  used to
determine the useful life of a recognized  intangible asset under FASB Statement
No. 142,  "Goodwill and Other  Intangible  Assets".  FSP FAS 142-3 also requires
expanded  disclosure  related to the  determination  of intangible  asset useful
lives.  FSP FAS 142-3 is effective  for financial  statements  issued for fiscal
years beginning after December 15, 2008, and interim periods within those fiscal
years.  The Company does not expect that the adoption of FSP FAS 142-3 will have
a  material  effect on its  consolidated  results  of  operations  or  financial
condition.

                                       10
<PAGE>

In May 2008, the FASB issued FASB Staff Position (FSP) No. APB 14-1  "Accounting
for  Convertible  Debt  Instruments  That May Be Settled in Cash upon Conversion
(Including  Partial Cash  Settlement)" (FSP APB 14-1). FSP APB 14-1 requires the
issuer of certain  convertible  debt instruments that may be settled in cash (or
other assets) on conversion to separately  account for the liability  (debt) and
equity  (conversion  option)  components  of the  instrument  in a  manner  that
reflects the  issuer's  non-convertible  debt  borrowing  rate.  FSP APB 14-1 is
effective for fiscal years  beginning  after  December 15, 2008 on a retroactive
basis and will be adopted by the  Company in the first  quarter of fiscal  2009.
The  Company  does not  expect the  adoption  of FSP APB 14-1 to have a material
effect on its results of operations and financial condition.

In May 2008, the Financial  Accounting  Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting  Principles".  SFAS No. 162
sets  forth  the  level of  authority  to a given  accounting  pronouncement  or
document by  category.  Where there might be  conflicting  guidance  between two
categories,  the more  authoritative  category will  prevail.  SFAS No. 162 will
become  effective 60 days after the SEC approves  the PCAOB's  amendments  to AU
Section 411 of the AICPA Professional  Standards.  SFAS No. 162 has no effect on
the Company's  financial  position,  statements of operations,  or cash flows at
this time.

In June 2008, the Financial  Accounting  Standards  Board  ("FASB")  issued FASB
Staff Position ("FSP") EITF 03-6-1,  "Determining Whether Instruments Granted in
Share-Based  Payment  Transactions  are  Participating   Securities."  This  FSP
provides that unvested  share-based  payment awards that contain  nonforfeitable
rights to  dividends  or  dividend  equivalents  (whether  paid or  unpaid)  are
participating  securities  and shall be included in the  computation of earnings
per share pursuant to the two-class  method.  The FSP is effective for financial
statements  issued for fiscal years  beginning  after  December  15,  2008,  and
interim periods within those fiscal years. Upon adoption, companies are required
to retrospectively adjust earnings per share data (including any amounts related
to interim  periods,  summaries  of earnings  and  selected  financial  data) to
conform to provisions of this FSP. The Company does not  anticipate the adoption
of FSP EITF  03-6-1 will have a material  impact on its  results of  operations,
cash flows or financial condition.

In September  2008, the FASB issued  exposure  drafts that eliminate  qualifying
special  purpose  entities  from the guidance of SFAS No. 140,  "Accounting  for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,"
and FASB  Interpretation 46 (revised December 2003),  "Consolidation of Variable
Interest  Entities  - an  interpretation  of ARB  No.  51,"  as  well  as  other
modifications. While the proposed revised pronouncements have not been finalized
and the proposals are subject to further public comment, the Company anticipates
the  changes  will not have a  significant  impact  on the  Company's  financial
statements. The changes would be effective March 1, 2010, on a prospective basis
In October 2008, the FASB issued FSP No. FAS 157-3,  "Determining the Fair Value
of a Financial  Asset When the Market for That Asset is Not  Active,"  ("FSP FAS
157-3"), which clarifies application of SFAS 157 in a market that is not active.
FSP FAS 157-3 was effective  upon  issuance,  including  prior periods for which
financial  statements have not been issued. The adoption of FSP FAS 157-3 had no
impact on the  Company's  results of  operations,  financial  condition  or cash
flows.

                                       11
<PAGE>

In December 2008, the FASB issued FSP No. FAS 132(R)-1,  "Employers' Disclosures
about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-1"). FSP FAS 132(R)-1
requires   additional  fair  value  disclosures  about  employers'  pension  and
postretirement  benefit plan assets  consistent with guidance  contained in SFAS
157. Specifically,  employers will be required to disclose information about how
investment  allocation decisions are made, the fair value of each major category
of plan assets and information about the inputs and valuation techniques used to
develop the fair value  measurements  of plan assets.  This FSP is effective for
fiscal  years ending  after  December 15, 2009.  The Company does not expect the
adoption  of FSP FAS  132(R)-1  will have a  material  impact  on its  financial
condition or results of operation.

In  December  2008,  the  FASB  issued  FSP  No.  FAS  140-4  and  FIN  46(R)-8,
"Disclosures  by Public  Entities  (Enterprises)  about  Transfers  of Financial
Assets and Interests in Variable Interest  Entities." This  disclosure-only  FSP
improves the  transparency of transfers of financial  assets and an enterprise's
involvement   with   variable   interest    entities,    including    qualifying
special-purpose  entities.  This FSP is effective for the first reporting period
(interim or annual)  ending after  December 15, 2008,  with earlier  application
encouraged. The Company adopted this FSP effective January 1, 2009. The adoption
of the FSP had no impact  on the  Company's  results  of  operations,  financial
condition or cash flows.

In April 2009, the FASB issued FSP No. FAS 157-4,  "Determining  Fair Value When
the Volume and Level of Activity for the Asset or Liability  Have  Significantly
Decreased and Identifying  Transactions That Are Not Orderly" ("FSP FAS 157-4").
FSP FAS 157-4 provides  guidance on estimating  fair value when market  activity
has  decreased   and  on   identifying   transactions   that  are  not  orderly.
Additionally,  entities are  required to disclose in interim and annual  periods
the inputs and  valuation  techniques  used to measure  fair value.  This FSP is
effective for interim and annual periods ending after June 15, 2009. The Company
does not expect the adoption of FSP FAS 157-4 will have a material impact on its
financial condition or results of operation.

2.       GOING CONCERN AND LIQUIDITY

As of March 31, 2009,  we had no cash on hand,  $1,000 of assets,  consisting of
$1,000 of prepaid  expenses,  no  operating  business or other source of income,
outstanding liabilities of $2,494,551 and a stockholders' deficit of $2,493,551.

In our Annual  Reports on Form  10-KSB for the fiscal  years ended June 30, 2008
and 2007,  the  Report of the  Independent  Registered  Public  Accounting  Firm
included an explanatory  paragraph that  describes  substantial  doubt about our
ability to continue as a going  concern.  Our financial  statements for the year
ended  June  30,  2008  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 an accumulated deficit
of  $91,224,607  and a working  capital  deficiency of $6,237,641 as of June 30,
2008.

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.

                                       12
<PAGE>

During the fiscal  years  ended June 30,  2008 and 2007,  one of our  directors,
David J. Cutler, and a company controlled by Mr. Cutler,  advanced to us $73,987
and $84,937  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.  In the six months ended  December 31,
2008,  Mr.  Cutler,  and a company  controlled by Mr.  Cutler,  advanced to us a
further $34,255 (2007 - 39,100). As at December 31, 2008 the balance outstanding
to Mr.  Cutler,  and the company  controlled by Mr.  Cutler,  totaled  $451,874,
including  accrued  interest (2007 - $345,169).  Effective  January 26, 2009, we
issued 2,376,324 shares of restricted common stock, valued at $392,974, to David
Cutler, the Company's President and a director,  and a corporation controlled by
Mr. Cutler,  in full  settlement of the Company's  debts to them. As a result of
the  transaction,  we  recognized  a gain of $61,993 on the  settlement  of this
liability.  At March 31, 2009,  we owed Mr.  Cutler,  and a company owned by Mr.
Cutler,  $10,964,  together with accrued  interest of $37. 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, 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.

3.       ASSETS

Effective  January 1, 2004,  all our  remaining  assets,  with the  exception of
certain other receivables, were transferred to the trustee of the assignment for
benefit of the Aspeon and CCI creditors at a fair market value of $496,000.  Our
only remaining  asset - other  receivables - related to Directors' and Officers'
insurance due from our  insurance  company to be paid to our attorneys for legal
fees  incurred  in respect of the lawsuit  brought  against us by certain of our
shareholders. This balance has now been paid in full to our attorneys.

Since April 2005, we have  accumulated  certain other nominal  current  assets -
from time to time a bank  account  and  certain  prepaid  expenses  - with funds
provide to us by loan from on of our directors, David J. Cutler.

4.       LIABILITIES

In December  2003, we appointed  attorney Frank Blundo Jr. P.C. as trustee of an
assignment for the benefit of the Aspeon and CCI creditors  commencing effective
January 1, 2004.  On January 1, 2004,  all of  Aspeon's  and CCI's  assets  were
transferred to the trustee for the benefit of those Aspeon and CCI creditors who
elected  to  participate  in the  assignment  for the  benefit of Aspeon and CCI
creditors.  The assets  transferred  had a fair  market  value of  $496,000  and
creditors  totaling $3.7 million  elected to be participate  in, and be bound by
the terms of, the assignment  for the benefit of Aspeon and CCI creditors  under
which they no longer had any further claim against Aspeon or CCI. Certain Aspeon
and  CCI  creditors,  totaling  in  excess  of  $3.1  million,  elected  not  to
participate  in the  assignment  for the benefit of Aspeon and CCI creditors and
remained as outstanding liabilities of Aspeon and CCI.

                                       13
<PAGE>

During the year ended June 30,  2008,  outstanding  liabilities,  which had been
incurred more than four years ago,  were statute  barred under the state laws of
California  and we  recognized a gain on these  statute  barred  liabilities  of
$2,102,917.

During the nine months ended March 31, 2009, outstanding liabilities,  which had
been incurred more than six years ago, were statute  barred under the state laws
of Massachusetts and we recognized a gain on these statute barred liabilities of
$3,399,505.

At March 31 2009, our total liabilities  included certain liabilities in respect
of Javelin Asia that remained  outstanding  following the  termination  of their
operations.

No  interest  expense  was  accrued in the fiscal  years ended June 30, 2008 and
2007,  or during the three and nine months  ended  March 31,  2009 and 2008,  in
respect to liabilities  outstanding as at January 1, 2004, as these  liabilities
are  anticipated  to be settled at, or at less than, the carrying value at which
they are currently recorded in our balance sheet.

5.       NOTES PAYABLE

Related Party

During the fiscal  years  ended June 30,  2008 and 2007,  one of our  directors,
David J. Cutler, and a company controlled by Mr. Cutler,  advanced to us $73,987
and $84,937, respectively, by way of a 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.  In the six months ended  December 31,
2008,  Mr.  Cutler,  and a company  controlled by Mr.  Cutler,  advanced to us a
further  $34,255  (2007  -  $39,100).  As at  December  31,  2008,  the  balance
outstanding to Mr.  Cutler,  and the company  controlled by Mr. Cutler,  totaled
$451,874,  including  accrued interest (2007 - $345,169).  Effective January 26,
2009, we issued 2,376,324 shares of restricted common stock, valued at $392,974,
to David  Cutler,  the  Company's  President  and a director,  and a corporation
controlled by Mr. Cutler,  in full settlement of the Company's debts to them. As
a result of the  transaction,  we recognized a gain of $61,993 on the settlement
of this liability. As at March 31, 2009, we owed Mr. Cutler, and a company owned
by Mr.  Cutler,  $10,964,  together  with accrued  interest of $37.  There is no
assurance  that Mr. Cutler will  continue to provide us with further  funding in
the future.

Others

At September 30, 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  September  30,  2007.  This
liability  became  statute  barred during the three months ended March 31, 2008.
Consequently,  we recognized a gain on statute  barred  liabilities  of $128,000
during the three months ended March 31, 2008 in respect to this note payable.



                                       14
<PAGE>


6.       COMMITMENTS AND CONTINGENCIES

Leases

At March 31, 2009 and 2008, 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  theses  lease  is  recorded  as  current
liabilities included in our balance of accounts payable.

Litigation

Effective January 19, 2009, we issued 63,655 (sixty-three  thousand, six hundred
and fifty-five) shares of our common stock, valued at $10,504, in full and final
settlement of a claim against us for an alleged liability in excess of $433,740.
We, without admission of any liability,  believe that even if such liability had
been  valid,  it would now be statute  barred.  However,  in order to achieve an
amicable  settlement  without the need to incur legal fees,  we believe it is in
the best  interest  of our  shareholders  to settle the alleged  claim,  without
admission of any liability, by the issuance of 63,655 (sixty-three thousand, six
hundred and fifty-five) shares of our common stock.

We were not  subject to any legal  proceedings  during the three and nine months
ended  March  31,  2009 and 2008  and,  to the best of our  knowledge,  no legal
proceedings are pending or threatened.

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.

7.          RELATED PARTY TRANSACTIONS

During the fiscal  years  ended June 30,  2008 and 2007,  one of our  directors,
David J. Cutler, and a company controlled by Mr. Cutler,  advanced to us $73,987
and $84,937, respectively, by way of a 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.  In the six months ended  December 31,
2008,  Mr.  Cutler,  and a company  controlled by Mr.  Cutler,  advanced to us a
further  $34,255  (2007  -  $39,100).  As  at  December  31,  2008  the  balance
outstanding to Mr.  Cutler,  and the company  controlled by Mr. Cutler,  totaled
$451,874,  including  accrued interest (2007 - $345,169).  Effective January 26,
2009, we issued 2,376,324 shares of restricted common stock, valued at $392,974,
to David  Cutler,  the  Company's  President  and a director,  and a corporation
controlled by Mr. Cutler,  in full settlement of the Company's debts to them. As
a result of the  transaction,  we recognized a gain of $61,993 on the settlement


                                       15
<PAGE>

of this liability. As at March 31, 2009, we owed Mr. Cutler, and a company owned
by Mr.  Cutler,  $10,964,  together  with accrued  interest of $37.  There is no
assurance  that Mr. Cutler will  continue to provide us with further  funding in
the future.

During the nine months ended March 31, 2009,  we incurred  $45,000 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.  During
the year ended June 30, 2008, we incurred  $40,000 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.

Effective January 26, 2009, we authorized the issuance of a total of:

     i)   75,000 shares of restricted common stock,  valued at $12,375, to three
          consultants (25,000 shares each) as compensation for services they had
          provided to us. One of the  consultants is an existing  shareholder of
          the Company.

     ii)  50,000  shares  of  restricted  common  stock,  valued  at $8,250 to a
          current, and a former,  non-executive  director of ours (25,000 shares
          each) as compensation for services they had provided to us, and

     iii) 2,376,324 shares of restricted  common stock,  valued at $392,974,  to
          David  Cutler,  the  Company's   President  and  a  director,   and  a
          corporation  controlled  by Mr.  Cutler,  in  full  settlement  of the
          Company's debts to them. As a result of the transaction, we recognized
          a gain of $61,993 on the settlement of this liability.

8.       STOCKHOLDERS' DEFICIT

Common  Stock - During the three and nine months ended March 31, 2008 we did not
issue any shares of our common stock

On April 2,  2008,  we held an  annual  meeting  of  stockholders  at which  the
majority of stockholders  voted to authorize a reverse split of our common stock
on a fifteen for one basis and to increase the  authorized  number of our Common
Shares from twenty million (20,000,000) to one hundred million (100,000,000).

Effective May 18, 2008, at the request of one of our shareholders,  we cancelled
19,295 of our shares belonging to that shareholder.

Effective December 13, 2008, the increase in the authorized number of our Common
Shares from twenty million  (20,000,000)  to one hundred  million  (100,000,000)
became effective.

Effective  January 13, 2009,  the reverse split of our common stock on a fifteen
for one basis became  effective.  Before the split we had  19,710,575  shares of
common  stock.  After  the  fifteen  for one  reverse  split  the  number of our
authorized  shares of common stock was reduced to 1,314,038.  An additional  638
shares of our  common  stock were  issued to  existing  shareholders  of ours to
"round up" their existing share holdings to "full" shares  following the reverse
split.


                                       16
<PAGE>


Effective January 19, 2009, we issued 63,655 shares of our common stock,  valued
at $10,504,  in full and final  settlement  of a claim against us for an alleged
liability in excess of $433,740. We, without admission of any liability, believe
that even if such  liability  had been  valid,  it would now be statute  barred.
However,  in order to achieve an amicable  settlement  without the need to incur
legal fees, we believe it is in the best interest of our  shareholders to settle
the alleged claim, without admission of any liability, by the issuance of 63,655
shares of our common stock.

Effective January 26, 2009, we authorized the issuance of a total of:

     i)   75,000 shares of restricted common stock,  valued at $12,375, to three
          consultants (25,000 shares each) as compensation for services they had
          provided to us. One of the  consultants is an existing  shareholder of
          the Company,

     ii)  50,000  shares  of  restricted  common  stock,  valued  at $8,250 to a
          current, and a former,  non-executive  director of ours (25,000 shares
          each) as compensation for services they had provided to us, and

     iii) 2,376,324 shares of restricted  common stock,  valued at $392,974,  to
          David  Cutler,  the  Company's   President  and  a  director,   and  a
          corporation  controlled  by Mr.  Cutler,  in  full  settlement  of the
          Company's debts to them. As a result of the transaction, we recognized
          a gain of $61,993 on the settlement of this liability.

Preferred  Stock - During the three and nine  months  ended  March 31,  2009 and
2008, no preferred stock was issued or outstanding.

On April 2,  2008,  we held an  annual  meeting  of  stockholders  at which  the
majority  of  stockholders  voted  to  increase  the  authorized  number  of our
Preferred   Shares  from  one  million   (1,000,000)   to  twenty  five  million
(25,000,000).

Effective  December  13,  2008.  the  increase in the  authorized  number of our
Preferred   Shares  from  one  million   (1,000,000)   to  twenty  five  million
(25,000,000) became effective.

Warrants -- During the three and nine months  ended March 31, 2009 and 2008,  no
warrants were issued and outstanding.

Stock  Options - In August 1996,  we adopted a stock  incentive  award plan (the
"1996 Plan") under which the Board of Directors  (the  "Board"),  or a committee
appointed for such purpose, was authorized to grant options, restricted stock or
other stock-based compensation to the directors, officers, eligible employees or
consultants to acquire up to an aggregate of 300,000 shares of our common stock.
Options issued under the Plan generally vested over a 3-year period based on the
following  schedule:  40% after year one, 30% after year two, and 30% at the end
of year three. All options expired ten years from the date of grant.

In December 1997, our stockholders  approved our 1997 Equity Incentive Plan (the
"1997 Plan") under which the Board,  or a committee  appointed for such purpose,
was  authorized  to  grant  options,   restricted  stock  or  other  stock-based
compensation to the directors,  officers,  eligible  employees or consultants to
acquire up to an  aggregate  of 2,100,000  shares of our common  stock.  Options

                                       17
<PAGE>

issued under the 1997 Plan  generally  vested 20% per year over a 5-year period.
All options expired ten years from the date of grant

In April 1999,  the Board approved our 1999  Non-Officer  Stock Option Plan (the
"1999 Plan") under which the Board,  or a committee  appointed for such purpose,
was  authorized  to  grant  non-statutory   options  to  eligible  employees  or
consultants  who were not officers or members of the Board,  to acquire up to an
aggregate of 3,000,000  shares of our common  stock.  Options  granted under the
1999  Plan  vested  25%  per  year  over  a  4-year  period,  in  equal  monthly
installments  over thirty-six  months or 100% upon grant  issuance.  All options
expired ten years from the date of grant.

All outstanding stock options were cancelled on April 22, 2005.

No options  were issued or  outstanding  during the three and nine months  ended
March 31, 2009 or 2008.

Pro Forma  Stock-Based  Compensation  Disclosures -- We apply APB Opinion 25 and
related  interpretations in accounting for our stock options that are granted to
employees.  Accordingly,  no compensation cost has been recognized for grants of
options to  employees  since the  exercise  prices were not less than the quoted
value of our  common  stock on the  grant  dates.  Had  compensation  cost  been
determined  based on the fair value at the grant dates for awards under the Plan
consistent  with the method of SFAS No. 123, our net income  (loss) and earnings
(loss) per share would have been  unchanged as all expenses in respect of issued
stock options were immaterial.

9. INCOME TAXES:

We currently have very  substantial  net operating  losses  carried  forward for
Federal and State tax purposes which, unless utilized,  expire from 2013 through
2025. However, following the issue of shares effective May 31, 2006, our ability
to use these losses was substantially restricted by the impact of Section 382 of
the Internal Revenue Code.

10        SUBSEQUENT EVENTS:

None.



                                       18
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
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,  maintain our financial  records and SEC filings on a current  basis,
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 three and nine  month  period  ended  March 31,  2009 and 2008,  our
primary  activities  have  been  focused  on  reaching  satisfactory  negotiated
settlements with our outstanding  creditors,  maintaining our financial  records
and  Securities  and Exchange  Commission  (`SEC')  filings on a current  basis,
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.


Results of  Operations - Three Months Ended March 31, 2009 Compared to the Three
Months Ended March 31, 2008

General and  Administrative  Expenses.  During the three  months ended March 31,
2009, we incurred  general and  administrative  expenses of $51,955  compared to
$43,600 during the three months ended March 31, 2008, an increase of $8,355. The
increase  arose due to increased  legal fees in the three months ended March 31,
2009, as we made further progress in implementing the resolutions passed out our
shareholders meeting in April 2008.

Gain on  Settlement  of Debt.  During the three months ended March 31, 2009,  we
recognized  a gain  on  settlement  of debt of  $61,993  compared  to no gain on
settlement  of debt in the three  months  ended March 31,  2008,  an increase of
$61,993.

During the three  months  ended March 31, 2009,  we issued  2,376,324  shares of
restricted  common stock,  valued at $392,974,  to David  Cutler,  the Company's
President and a director,  and a corporation  controlled by Mr. Cutler,  in full
settlement of the Company's  debts to them. As a result of the  transaction,  we
recognized a gain of $61,993 on the settlement of this liability.

Gain on Statute  Barred  Liabilities.  During the three  months  ended March 31,
2009, we recognized no gain on statute barred  liabilities of compared to a gain
of $2,102,917 on statute barred  liabilities in the three months ended March 31,
2008, a decrease of $2,102,917.

During the three months ended March 31, 2008, outstanding liabilities, which had
been incurred more than four years ago, were statute barred under the state laws
of California, and we recognized a gain on these statute  barred  liabilities of

                                       19
<PAGE>

$2,102,917. No outstanding liabilities became statute barred in the three months
ended March 31, 2009.

Net Interest  (Expense)  and Other Income  (Expense).  We recognized an interest
expense of $2,635 in the three months ended March 31, 2009 compared to $6,281 in
the three  months  ended  March 31,  2008,  a decrease of $3,646.  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 and a company  controlled by
him. The decrease in the amount of interest between the two periods reflects the
reduction of the balance  outstanding  following the  capitalization of the loan
effective January 26, 2009.

Provision  for Income  Taxes.  No provision for income taxes was required in the
three months ended March 31, 2009 or 2008, as we have brought forward tax losses
to offset the taxable profits arising in these periods.

Net Income / (Loss)  and  Comprehensive  Income / (Loss).  We  recognized  a net
profit of $7,403 for the three months ended March 31, 2009 compared a net profit
of $  2,053,036  for the three  months  ended  March 31,  2008,  a  decrease  of
$2,045,653 due largely to the gain on statute barred  liabilities  that arose in
the three months ended March 31, 2008, as previously described.

Our  comprehensive  profit was  identical to our net profit for the three months
ended March 31, 2009 and 2008.

Results of  Operations - Nine Months  Ended March 31, 2009  Compared to the Nine
Months Ended March 31, 2008

General and  Administrative  Expenses.  During the nine  months  ended March 31,
2009, we incurred general and  administrative  expenses of $124,291  compared to
$80,068 during the nine months ended March 31, 2008, an increase of $44,223. The
increase was due to increased  legal fees arising in the nine months ended March
31, 2009,  as we made progress in  implementing  the  resolutions  passed at our
shareholders meeting in April 2008.

Gain on  Settlement  of Debt.  During the nine months ended March 31,  2009,  we
recognized  a gain  on  settlement  of debt of  $61,993  compared  to no gain on
settlement  of debt in the nine  months  ended  March 31,  2008,  an increase of
$61,993.

During the nine  months  ended March 31,  2009,  we issued  2,376,324  shares of
restricted  common stock,  valued at $392,974,  to David  Cutler,  the Company's
President and a director,  and a corporation  controlled by Mr. Cutler,  in full
settlement of the Company's  debts to them.  As a result of the  transaction  we
recognized  a gain of  $61,993  on the  settlement  of this  liability.  No such
transaction took place in the nine months ended March 31, 2008.

Gain on Statute Barred Liabilities. During the nine months ended March 31, 2009,
we recognized a gain on statute barred  liabilities of $3,399,505  compared to a
gain of $2,102,917 on statute barred  liabilities in the nine months ended March
31, 2008, an increase of $1,296,588.

During the nine months ended March 31, 2009, outstanding liabilities,  which had
been incurred more than six years ago, were statute  barred under the state laws
of Massachusetts,  and we recognized a gain on these statute barred  liabilities
of $3,399,505.

                                       20
<PAGE>

During the nine months ended March 31, 2008, outstanding liabilities,  which had
been incurred more than four years ago, were statute barred under the state laws
of California  and we recognized a gain on these statute  barred  liabilities of
$2,102,917.

Net Interest  (Expense)  and Other Income  (Expense).  We recognized an interest
expense of $17,220 in the nine months  ended March 31, 2009,  comparable  to the
$17,677 of interest expense recognized in the nine months ended March 31, 2008.

Provision  for Income  Taxes.  No provision for income taxes was required in the
nine months ended December 31, 2009 or 2008 as we had sufficient brought forward
tax losses to offset taxable profits arising in these periods.

Net Income / (Loss)  and  Comprehensive  Income / (Loss).  We  recognized  a net
profit of  $3,319,987  for the nine months  ended March 31, 2009  compared a net
profit of  $2,005,172  in the nine months ended March 31,  2008,  an increase of
$1,314,815  largely  due to the  increased  gain on statute  barred  liabilities
recognized in 2009 as compared to 2008.

Our  comprehensive  profit was  identical  to our net profit for the nine months
ended March 31, 2009 and 2008.

Cash Flow  Information  - Nine Months Ended March 31, 2009  Compared to the Nine
Months Ended March 31, 2008

As of March 31, 2009,  we had no cash on hand,  $1,000 of assets  consisting  of
$1,000  prepaid  expenses,  no  operating  business  or other  source of income,
outstanding liabilities of $2,494,551 and a stockholders' deficit of $2,493,551.

In our Annual  Reports on Form  10-KSB for the fiscal  years ended June 30, 2008
and 2007,  the  Report of the  Independent  Registered  Public  Accounting  Firm
included an explanatory  paragraph that  describes  substantial  doubt about our
ability to continue as a going concern.  Our financial statements for the twelve
months ended June 30, 2008 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 an accumulated deficit
of  $91,224,607  and a working  capital  deficiency of $6,237,641 as of June 30,
2008

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.

In  addition,  the  United  States is  experiencing  severe  instability  in the
commercial  and investment  banking  systems which is likely to continue to have
far-reaching   effects  on  the   economic   activity  in  the  country  for  an
indeterminable period. The long-term impact on the United States economy and the
Company's operating  activities and ability to raise capital cannot be predicted
at this time, but may be substantial.

During the fiscal  years  ended June 30,  2008 and 2007,  one of our  directors,
David J. Cutler, and a company controlled by Mr. Cutler,  advanced to us $73,987
and $84,937,  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.  In the six months ended  December 31,
2008 Mr.  Cutler,  and a company  controlled  by Mr.  Cutler,  advanced  to us a
further  $34,255  (2007  -  $39,100).  As at  December  31,  2008,  the  balance

                                       21
<PAGE>

outstanding to Mr.  Cutler,  and the company  controlled by Mr. Cutler,  totaled
$451,874,  including  accrued interest (2007 - $345,169).  Effective January 26,
2009, we issued 2,376,324 shares of restricted common stock, valued at $392,974,
to David  Cutler,  the  Company's  President  and a director,  and a corporation
controlled by Mr. Cutler,  in full settlement of the Company's debts to them. As
a result of the  transaction,  we recognized a gain of $61,993 on the settlement
of this liability. At March 31, 2009, we owed Mr. Cutler, and a company owned by
Mr.  Cutler,  $10,964,  together  with  accrued  interest  of $37.  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, 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.  Net cash used in operations during the nine
months ended March 31, 2009, was $45,716  compared to $57,091 in the nine months
ended March 31, 2008, a decrease of $11,375.  In the nine months ended March 31,
2009, our net profit,  after  adjustment for the non-cash  items,  resulted in a
negative  cash flow of $120,866  which was  partially  offset by a positive cash
flow of $75,170  generated  from the net  movement in our  operating  assets and
liabilities.  This  compares with the nine months ended March 31, 2008 where our
net profit, after adjustment for the non-cash items, resulted in a negative cash
flow of $97,745,  which was partially  offset by a positive cash flow of $40,654
generated from the net movement in our operating assets and liabilities.

No cash was  provided  by / (used in)  investing  activities  in the nine months
ended March 31, 2009 or 2008, as we had no  investments to sell and no available
cash to purchase investments.

Net cash was  provided by  financing  activities,  during the nine months  ended
March 31, 2009,  was $45,701  compared to $57,124 in the nine months ended March
31, 2008, a decrease of $11,423  reflecting  the decreased need for funding from
one of our directors.

PLAN OF OPERATIONS

It is our current plan of operation is to seek to reach satisfactory  negotiated
settlements with our outstanding  creditors,  maintain our financial records and
SEC filings on a current basis, 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.

                                       22
<PAGE>

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.

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.

                                       23
<PAGE>

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.

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.

                                       24
<PAGE>

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.

Investment Company Act 1940

Although we will be subject to regulation  under the  Securities Act of 1933, as
amended, and the 1934 Act, we believe we will not be subject to regulation under
the  Investment  Company Act of 1940 (the "1940 Act")  insofar as we will not be
engaged in the business of investing or trading in  securities.  In the event we
engage in business  combinations  that result in us holding  passive  investment
interests in a number of entities,  we could be subject to regulation  under the
1940 Act.  In such event,  we would be  required  to  register as an  investment
company  and  incur  significant  registration  and  compliance  costs.  We have
obtained no formal  determination  from the SEC as to our status  under the 1940
Act  and,  consequently,  any  violation  of the 1940 Act  would  subject  us to
material adverse consequences.  We believe that, currently,  we are exempt under
Regulation 3a-2 of the 1940 Act.



                                       25
<PAGE>


ITEM 3.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a "smaller  reporting  company" as defined by Item 10 of Regulation  S-K, the
Company is not required to provide information required by this Item.


ITEM 4.  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.

ITEM 4T. CONTROLS AND PROCEDURES

Management's Quarterly Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal
control over financial  reporting for the company in accordance  with as defined
in Rules  13a-15(f) and 15d-15(f)  under the Exchange Act. Our internal  control
over financial  reporting is designed to provide reasonable  assurance regarding
the  reliability  of  financial  reporting  and  the  preparation  of  financial
statements  for  external   purposes  in  accordance  with  generally   accepted
accounting  principles.  Our internal control over financial  reporting includes
those policies and procedures that:

     (i)  pertain to the  maintenance  of records that,  in  reasonable  detail,
          accurately and fairly reflect the transactions and dispositions of our
          assets;

     (ii) provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with generally accepted accounting  principles,  and that our receipts
          and expenditures are being made only in accordance with authorizations
          of our management and directors; and

     (iii)provide reasonable  assurance regarding prevention or timely detection
          of  unauthorized  acquisition,  use or  disposition of our assets that
          could have a material effect on our financial statements.

Management's  assessment of the  effectiveness  of the small  business  issuer's
internal control over financial  reporting is as of the three months ended March
31,  2009.  We  believe  that  internal  control  over  financial  reporting  is
effective.  We have not identified any, current material weaknesses  considering
the  nature  and  extent of our  current  operations  and any risks or errors in
financial reporting under current operations.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

This quarterly  report does not include an  attestation  report of the Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public accounting firm pursuant to temporary rules of the Securities
and Exchange  Commission  that permit the Company to provide  only  management's
report in this annual report.


                                       26
<PAGE>

There have been no changes  in the  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 issuer's last fiscal quarter that
has  materially  affected,  or is reasonable  likely to materially  affect,  the
issuer's internal control over financial reporting.

                            PART II OTHER INFORMATION

Item 1.     Legal Proceedings

Effective January 19, 2009, we issued 63,655 shares of our common stock,  valued
at $10,504,  in full and final  settlement  of a claim against us for an alleged
liability in excess of $433,740. We, without admission of any liability, believe
that even if such  liability  had been  valid,  it would now be statute  barred.
However,  in order to achieve an amicable  settlement  without the need to incur
legal fees, we believe it is in the best interest of our  shareholders to settle
the alleged claim, without admission of any liability, by the issuance of 63,655
shares of our common stock.

We were not  subject to any legal  proceedings  during the three and nine months
ended  March  31,  2009 and 2008  and,  to the best of our  knowledge,  no legal
proceedings are pending or threatened.

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

Effective  January 13, 2009,  the reverse split of our common stock on a fifteen
for one basis became  effective.  Before the split we had  19,710,575  shares of
common  stock.  After  the  fifteen  for one  reverse  split  the  number of our
authorized  shares of common stock was reduced to 1,314,038.  An additional  638
shares of our  common  stock were  issued to  existing  shareholders  of ours to
"round up" their existing share holdings to "full" shares  following the reverse
split.

Effective January 19, 2009, we issued 63,655 shares of our common stock,  valued
at $10,504,  in full and final  settlement  of a claim against us for an alleged
liability in excess of $433,740. We, without admission of any liability, believe
that even if such  liability  had been  valid,  it would now be statute  barred.
However,  in order to achieve an amicable  settlement  without the need to incur
legal fees, we believe it is in the best interest of our  shareholders to settle
the alleged claim, without admission of any liability, by the issuance of 63,655
shares of our common stock.

Effective January 26, 2009 we authorized the issuance of a total of:

     i)   75,000 shares of restricted common stock,  valued at $12,375, to three
          consultants (25,000 shares each) as compensation for services they had
          provided to us. One of the  consultants is an existing  shareholder of
          the Company,

     ii)  50,000  shares  of  restricted  common  stock,  valued  at $8,250 to a
          current, and a former,  non-executive  director of ours (25,000 shares
          each) as compensation for services they had provided to us, and

     iii) 2,376,324 shares of restricted  common stock,  valued at $392,974,  to
          David  Cutler,  the  Company's   President  and  a  director,   and  a
          corporation  controlled  by Mr.  Cutler,  in  full  settlement  of the


                                       27
<PAGE>

          Company's debts to them. Consequently, we recognized a gain of $61,993
          on the settlement of this liability

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

During the year ended June 30, 2007, we did not hold any  shareholders  meetings
or submit any matters to our shareholders for approval.

We held an Annual  Meeting of  Stockholders  on April 2, 2008 and the results of
the stockholder voting was as follows:

Resolution  1: To elect three (3) directors to hold office until the next annual
meeting of stockholders or until their  respective  successors have been elected
and qualified: Nominees David Cutler, Wesley Whiting and Redgie Green:

FOR         11,606,228

WITHHOLD         6,422

Resolution  2: To authorize a reverse split of common stock on a fifteen for one
basis, by which each fifteen shares shall become one share:  and the appropriate
Articles of Amendment to implement the reverse spilt.  Fractional shares will be
rounded up to the next whole share:

FOR        11,494,448

AGAINST       103,652

ABSTAIN        14,550

Resolution  3: To appoint  Larry  O'Donnell,  CPA,  P.C. of Aurora,  Colorado as
independent auditor for the fiscal year ended June 30, 2008:

FOR         11,605,578

AGAINST          1,422

ABSTAIN          5,650

Resolution  4: To change the  Company's  name to a name to be  determined by the
Board of Directors;  and the appropriate  Articles of Amendment to implement the
name change:


                                       28
<PAGE>

FOR         11,605,453

AGAINST          3,447

ABSTAIN          3,750

Resolution  5: To authorize  the officers and  directors of the Company to amend
the Company's  Articles of Incorporation to increase the number of Common Shares
authorized from twenty million (20,000,000) to one hundred million (100,000,000)

FOR       11,498,639

AGAINST      107,991

ABSTAIN        6,020

Resolution  6: To authorize  the officers and  directors of the Company to amend
the  Company's  Articles of  Incorporation  to increase  the number of Preferred
Shares   authorized  from  one  million   (1,000,000)  to  twenty  five  million
(25,000,000)  in such  classes and series and with such rights,  privileges  and
preferences as the Board may hereafter determine:

FOR        11,492,339

AGAINST        83,391

ABSTAIN        36,920

Resolution  7: To transact  such other  business as may properly come before the
Annual Meeting::

FOR         11,600,378

AGAINST          4,122

ABSTAIN          8,150

Item 5.  Other Information

None

Item 6. Exhibits

Exhibits.  The  following is a complete  list of exhibits  filed as part of this
Form 10-Q.  Exhibit  numbers  correspond  to the numbers in the Exhibit Table of
Item 601 of Regulation S-K.

     Exhibit 31.1  Certification of Chief Executive  Officer pursuant to Section
                   302 of the Sarbanes-Oxley Act

     Exhibit 32.1  Certification  of  Principal  Executive  Officer  pursuant to
                   Section 906 of the Sarbanes-Oxley Act



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<PAGE>

                                   SIGNATURES

In accordance with the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                           ASPEON, INC.



Date: May 13, 2009                         By:   /s/ DAVID J. CUTLER
                                                 -------------------------------
                                                 David J Cutler
                                                 Chief Executive Officer, &
                                                 Chief Financial Officer

















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