EXHIBIT 31

                CERTIFICATION OF DISCLOSURE PURSUANT TO 18 U.S.C.
               SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Aspeon,  Inc. (the "Company") on Form
10-Q (the  "Report")  for the period  ended  December 31, 2008 as filed with the
Securities  and  Exchange  Commission  on the date  hereof I,  David J.  Cutler,
President Chief Executive  Officer,  Chief Financial Officer and Director of the
Company,  certify,  pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to
section 302 of the  Sarbanes-Oxley Act of 2002, that to the best of my knowledge
and belief:

         1. I certify that I have reviewed the 10-Q of Aspeon, Inc.;

         2.  Based on my  knowledge,  the  Report  does not  contain  any untrue
statement  of a material  fact or omit a  material  fact  necessary  to make the
statements made, in light of the circumstances  under which such statements were
made, not misleading with respect to the period covered by the Report;

         3. Based on my knowledge,  the financial statements and other financial
information  included in the Report fairly present in all material  respects the
financial condition, results of operations, and cash flows of the issuer, as of,
and for, the period presented in the Report;

         4. The registrant's  other certifying officers,  and I are  responsible
for  establishing  and maintaining  disclosure  controls and procedures (as such
term is defined in Exchange  Act Rules  13a-15(e)  and  15d-15(e)  and  internal
control over  financial  reporting as defined in Exchange Act Rules  13a-15f and
15d-15f for the registrant and have:

                  a. Designed such disclosure  controls and procedures or caused
         such  disclosure  controls  and  procedures  to be  designed  under our
         supervision  to  ensure  that  material  information  relating  to  the
         registrant,  including its consolidated subsidiaries,  is made known to
         us by other within those  entities,  particularly  during the period in
         which this Report is being prepared;

                  b. Designed such internal control over financial reporting, or
         caused such internal  control over  financial  reporting to be designed
         under our supervision,  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 principals;

                  c. Evaluated the  effectiveness of the small business issuer's
         disclosure  controls and  procedures  and  presented in this Report our
         conclusions  about the  effectiveness  of the  disclosure  controls and
         procedures, as of the end of the period covered by this Report based on
         such evaluation; and

                  d.  Disclosed  in this  report any change in the  registrant's
         internal  control over  financial  reporting  that occurred  during the
         registrant's most recent fiscal quarter (the registrant's fourth fiscal
         quarter in the case of an annual report) that has materially  affected,
         or is  reasonably  likely to  materially  affect,  the  small  business
         issuer's internal control over financial reporting.


<PAGE>


         5. The registrant's,  other certifying officers,  and I have disclosed,
based  on  our  most  recent  evaluation  of  internal  control  over  financial
reporting,  to the small business  issuer's  auditors and the audit committee of
the small  business  issuer's  Board of  Directors  (or persons  fulfilling  the
equivalent function);

                  a. All significant  deficiencies in the design or operation of
         internal control over financial reporting,  which are reasonably likely
         to  adversely  affect  the small  business  issuers  ability to record,
         process, summarize, and report financial information; and

                  b.  Any  fraud,   whether  or  not  material,   that  involves
         management  or  other  employees  who  have a  significant  role in the
         registrant's internal control over financial reporting.

Dated: February 11, 2009

Name:  David J. Cutler

/s/ David J. Cutler
-----------------------
Position: President, Chief Executive Officer
Chief Financial Officer and Director