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

                                   FORM 10-QSB
(Mark One)

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

     FOR THE QUARTER ENDED MARCH 31, 2008

                                       OR

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

                        Commission file number 000-21477

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

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

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

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

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

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

State the  number of  shares  outstanding  of each of the  issuer's  classes  of
equity,  as of the latest  practicable  date:  On May 16, 2008,  the Company had
20,000,000 shares of its $0.01 par value, common stock issued and outstanding.

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

<PAGE>

<TABLE>
<CAPTION>

                                      INDEX

                                  ASPEON, INC.

<S>                                                                             <C>

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)                                       PAGE

Consolidated Balance Sheet - March 31, 2008.

Consolidated Statements of Operations - For the Three and Nine Months Ended
March 31, 2008 and 2007                                                          4

Consolidated Statement of Cash Flows - For the Nine Months Ended March 31,       5
2008 and 2007

Notes to Consolidated Financial Statements                                       6

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

Item 3.           Controls and Procedures                                        17

Item 3A(T)        Controls and Procedures                                        17

PART II - OTHER INFORMATION

Item 1.           Legal Proceedings                                              17
Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds    17
Item 3.           Defaults on Senior Securities                                  17
Item 4.           Submission of Matters to a Vote of Security Holders            17
Item 5.           Other Information                                              19
Item 6.           Exhibits                                                       19
                  SIGNATURES                                                     20
</TABLE>


                                       2

<PAGE>

Part I.   FINANCIAL INFORMATION

Item I. Financial Statements

<TABLE>
<CAPTION>

                                 Aspeon, Inc. and Subsidiaries
                                   Consolidated Balance Sheet
                                         March 31, 2008
                                          (Unaudited)



ASSETS

<S>                                                                                          <C>
Current Assets

      Cash & Cash Equivalents                                                                $              33
      Prepaid Expenses                                                                                   1,000

                                                                                             ------------------
                   Total Current Assets                                                                  1,033

                                                                                             ------------------
TOTAL ASSETS                                                                                 $           1,033
                                                                                             ==================

LIABILITIES & STOCKHOLDERS' DEFICIT

Current Liabilities

      Accounts Payable                                                                       $       4,991,402
      Unearned Income & Customer Deposits                                                              236,128
      Accrued Expenses                                                                                 639,390
      Notes Payable                                                                                    331,202

                                                                                             ------------------
                   Total Current Liabilities                                                         6,198,122

COMMITMENTS AND CONTINGENCIES (Note 9)

STOCKHOLDERS' DEFICIT

      Preferred Stock, $0.01 par value: 990,000 shares authorized (1,000,000
      authorized, net 10,000 designated as mandatorily redeemable stock), no
      shares issued and outstanding
      Common Stock, $0.01 par value: 20,000,000 shares authorized,  20,000,000                         200,000
      shares issued and outstanding
      Additional Paid In Capital                                                                    84,846,966
      Treasury Stock                                                                                   (60,000)
      Accumulated Deficit                                                                          (91,184,055)
                                                                                             ------------------
                   Total Stockholders' Deficit                                                      (6,197,089)

                                                                                             ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                  $           1,033
                                                                                             ==================


                  See accompanying Notes to Consolidated Financial Statements.

                                                3

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

                                                  Three Months Ended                      Nine Months Ended
                                                       March 31,                              March 31,
                                                        2008                 2007               2008                  2007
                                                 -----------------     ----------------   ----------------     -----------------
<S>                                             <C>                    <C>                <C>                  <C>
Operating Expenses

      General & Administrative Expenses                    43,600               18,093             80,068                65,750
      Gain on Statute Barred Liabilities               (2,102,917)                   -         (2,102,917)                    -

                                                -----------------     ----------------   ----------------     -----------------
      Total Operating (Income) Expenses                (2,059,317)              18,093         (2,022,849)               65,750

      Operating Income (Loss)                           2,059,317              (18,093)         2,022,849               (65,750)

Interest and Other Income  (Expenses) Net                  (6,281)              (4,792)           (17,677)              (13,226)

                                                 -----------------     ----------------   ----------------     -----------------
Income (Loss) before Income Taxes                       2,053,036              (22,885)         2,005,172               (78,976)

Provision for Income Taxes                               -                     -                  -                     -

                                                 -----------------     ----------------   ----------------     -----------------
Net Income  (Loss)                               $      2,053,036      $       (22,885)   $     2,005,172      $        (78,976)
                                                 =================     ================   ================     =================

NET LOSS PER COMMON SHARE

      Basic & Diluted                                       $0.10                   *               $0.10                   *
                                                 =================     ================   ================     =================

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

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


* Less than ($0.01) per share.










                  See accompanying Notes to Consolidated Financial Statements.

                                                4
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

                                                                                              Nine Months Ended
                                                                                                  March 31,
                                                                                         2008                  2007
                                                                                   ----------------     -----------------
<S>                                                                                <C>                  <C>

CASH FLOW USED IN OPERATING ACTIVITIES:

NET INCOME (LOSS)                                                                  $     2,005,172      $        (78,976)

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

      Gain on Statute Barred Liabilities                                                (2,102,917)                    -

CHANGES IN OPERATING ASSETS & LIABILITIES:

      Increase  (Decrease) in Accounts Payable                                                 508                   (11)
      Increase  in Accrued Expenses                                                         40,146                13,226

                                                                                   ----------------     -----------------
      Total Cash Flow used in Operating Activities                                         (57,091)              (65,761)

CASH FLOW FROM INVESTING ACTIVITIES:                                                             -                     -

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

CASH FLOW FROM FINANCING ACTIVITIES:

      Advances under Notes Payable                                                          57,124                65,754

                                                                                   ----------------     -----------------
      Total Cash Flow provided by Financing Activities                                      57,124                65,754
                                                                                   ----------------     -----------------

INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                                     $            33      $             (7)
                                                                                   ----------------     -----------------

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








                  See accompanying Notes to Consolidated Financial Statements.

                                                5

</TABLE>


<PAGE>


                         ASPEON, INC. AND SUBISIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2008 AND 2007
                                   (UNAUDITED)

Note 1.  Business

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

Effective June 30, 2003, we made the decision to  discontinue  all our remaining
operating  businesses  and are now focused on reaching  satisfactory  negotiated
settlements with our outstanding  creditors,  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 trades under the symbol ASPE.OB.

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).

Note 2.  Basis of Presentation

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

Note 3.  Going Concern

As of March  31,  2008,  we had $33 cash on hand,  $1,033  of total  assets,  no
operating  business  or other  source of income,  outstanding  liabilities,  all
current, of $6,198,122 and a stockholders' deficit of $6,197,089.

                                       6

<PAGE>


In our Annual  Reports on Form  10-KSB for the fiscal  years ended June 30, 2007
and 2006,  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 interim financial statements for the
nine months ended March 31, 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  $91,184,055  and a working  capital  deficiency  of $6,197,089 as of
March 31, 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.

During the fiscal  years  ended June 30,  2007 and 2006,  one of our  directors,
David J.  Cutler,  advanced to us $100,743  and $98,936  respectively  by way of
loan,  bearing interest at 8%, to meet our ongoing  operating  expenses and fund
the costs of bringing our  financial  statements  and SEC  reporting up to date.
$14,000 of this loan was  converted  to  10,563,775  shares of our common  stock
effective May 31, 2006. In the nine months ended March 31, 2008 Mr. Cutler and a
company  controlled by him has made further  advances to us of $57,124 by way of
loan to meet our ongoing  operating  expenses and fund the costs of bringing our
financial  statements  and SEC reporting up to date.  There is no assurance that
Mr. Cutler will continue to provide us with further funding in the future.

It is our current intention to seek to reach satisfactory negotiated settlements
with our outstanding  creditors,  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  expenses  and
attempt  to  merge  with  another   entity  with   experienced   management  and
opportunities  for growth in return  for  shares of our  common  stock to create
value for our  shareholders.  There is no  assurance  that this series of events
will be satisfactorily completed.

Note 4.  Basis of Consolidation

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

Note 5:  Significant Accounting Policies

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

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

Income Taxes -- We account for income taxes under the  liability  method,  which
requires  recognition  of deferred tax assets and  liabilities  for the expected
future tax  consequences  of events  that have been  included  in the  financial
statements  or  tax  returns.  Under  this  method,   deferred  tax  assets  and

                                       7

<PAGE>

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.  During  the three and nine
months ended March 31, 2008 and 2007 our net income  (loss) was identical to our
comprehensive income (loss).

Income  (Loss)  Per  Share  -- The  income  (loss)  per  share is  presented  in
accordance  with the provisions of Statement of Financial  Accounting  Standards
(SFAS) No. 128,  Earnings Per Share.  SFAS No. 128 replaced the  presentation of
primary and fully diluted earnings (loss) per share (EPS) with a presentation of
basic EPS and diluted  EPS.  Basic EPS is  calculated  by dividing the income or
loss available to common  stockholders by the weighted  average number of common
stock  outstanding for the period.  Diluted EPS reflects the potential  dilution
that could occur if  securities  or other  contracts  to issue common stock were
exercised or converted  into common  stock.  Basic and diluted EPS were the same
during  the three and nine  months  ended  March 31,  2008 and 2007 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, 2008 and 2007 comprised a single segment.

Recently Issued Accounting Policies

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

                                       8

<PAGE>

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

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

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

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.

In  December  2007,  the  Emerging  Issues  Task  Force  issued  EITF No.  07-1,
Accounting  for  Collaborative   Arrangements.   EITF  No.  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

                                       9

<PAGE>

financial  position,  financial  performance,  and cash  flows.  FAS No.  161 is
effective July 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.

Note 6.  Notes Payable

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

Note Payable, Related Parties:

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

During the nine months ended March 31, 2008, Mr. Cutler and a company controlled
by him advanced an additional $57,124 to us under the same terms as the original
promissory  note. The loan was made to meet our ongoing  operating  expenses and
fund the costs of bringing  our  financial  statements  and SEC  reporting up to
date. There can be no assurance that Mr. Cutler will continue to provide us with
further funding in the future.

Note 7.  Stockholders' Deficit

Common Stock

We did not issue any shares of our common  stock  during the nine  months  ended
March 31, 2008 or 2007.

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). We
are in the  process  of filing  the  necessary  documentation  to  effect  these
actions.

Preferred Stock.

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).  We are in the process of filing the  necessary  documentation  to
effect these actions.

Note 8.           Related Party Transactions

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

                                       10

<PAGE>


 During  the nine  months  ended  March  31,  2008,  Mr.  Cutler  and a  company
controlled by him advanced an  additional  $57,124 to us under the same terms as
the original  promissory  note. The loan was made to meet our ongoing  operating
expenses  and fund the  costs  of  bringing  our  financial  statements  and SEC
reporting up to date. There can be no assurance that Mr. Cutler will continue to
provide us with further funding in the future.

During the nine months ended March 31, 2008,  we incurred  $25,000 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.

Note 9.           Contingencies and Commitments

Leases

As at March 31,  2008 and 2007,  we were in  default  on all of our  outstanding
capital and  operating  leases that had been entered into to prior to April 2005
and the full amount of our  liability  under these leases is recorded as current
liabilities included in our balance of accounts payable.

Guarantees

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

Note 10. Subsequent Events

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  auditors,  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).








                                       11

<PAGE>


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

The following  discussion  should be read in conjunction  with the  consolidated
financial   statements   included  in  this  report.  This  discussion  contains
forward-looking  statements  that involve  risks and  uncertainties.  Our actual
results could differ  materially from those anticipated in these forward looking
statements  as a result of any number of factors,  including but not limited to,
our ability to reach satisfactorily  negotiated settlements with our outstanding
creditors,  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 nine  month  period  ended  March  31,  2008 and 2007,  our  primary
activities  have been to maintain our financial  statements and SEC filings on a
current  basis,   attempt  to  negotiate   satisfactory   settlements  with  our
outstanding  creditors,  obtain a listing on the over the counter bulletin board
and raise debt and/or, equity to fund these activities.

Results of  Operations - Three Months Ended March 31, 2008 Compared to the Three
Months Ended March 31, 2007

General and  Administrative  Expenses.  During the three  months ended March 31,
2008, we incurred  general and  administrative  expenses of $43,600  compared to
$18,093  during the three months  ended March 31, 2007,  an increase of $25,507.
The increase  arose due  increased  legal fees arising in the three months ended
March 31, 2008 relating to our re-listing on the OTC Bulletin Board.

Gain on Statute Barred Liabilities During the three months ended March 31, 2008,
we recognized a gain on statute barred liabilities of $2,102,917  compared to no
gain on statute barred  liabilities in the three months ended March 31, 2007, an
increase 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
$$2,102,917.  No outstanding  liabilities had become statute barred in the three
months ended March 31, 2007.

Net Interest  (Expense)  and Other Income  (Expense).  We recognized an interest
expense of $6,281 in the three months ended March 31, 2008 compared to $4,792 in
the three  months  ended March 31,  2007,  an increase of $1,489.  This  expense
relates  to the  interest  expense  accrued  on the loan  made to us by our sole
officer and one of our directors,  Mr. David Cutler.  The increase in the amount
of interest  between  the two periods  reflects  the  increase in the  principal
balance of the loan.

Provision  for Income  Taxes.  No provision for income taxes was required in the
three months ended March 31, 2008 or 2007. We had sufficient carried forward tax
losses to offset the profit arising in the three months ended March 31, 2008 and
we incurred taxable losses in the three months ended March 31, 2007.

Net Income (Loss) and  Comprehensive  Income (Loss). We recognized net income of
$2,053,036  for the three  months  ended March 31,  2008  compared a net loss of
$22,885 for the three months ended March 31, 2007, an increase of $2,075,921 due
to the gain we  recognized on statute  barred  liabilities,  slightly  offset by
increased general and administrative costs.

                                       12

<PAGE>

Our  comprehensive  income (loss) was identical to our net income (loss) for the
three months ended March 31, 2008 and 2007.

Results of  Operations - Nine Months  Ended March 31, 2008  Compared to the Nine
Months Ended March 31, 2007

General and  Administrative  Expenses.  During the nine  months  ended March 31,
2008, we incurred  general and  administrative  expenses of $80,068  compared to
$65,750 during the nine months ended March 31, 2007, an increase of $14,318. The
increase  arose due increased  legal fees arising in the nine months ended March
31, 2008 relating to our re-listing on the OTC Bulletin Board

Gain on Statute Barred  Liabilities During the nine months ended March 31, 2008,
we recognized a gain on statute barred liabilities of $2,102,917  compared to no
gain on statute  barred  liabilities in the nine months ended March 31, 2007, an
increase of $2,102,917.

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.  No outstanding  liabilities  had become statute barred in the nine
months ended March 31, 2007.

Net Interest  (Expense)  and Other Income  (Expense).  We recognized an interest
expense of $17,677  during the nine  months  ended March 31,  2008,  compared to
$13,226 during the nine months ended March 31, 2007, an increase of $4,451. This
expense  relates to the interest  expense  accrued on the loan made to us by our
sole officer and one of our  directors,  Mr. David  Cutler.  The increase in the
amount  of  interest  between  the two  periods  reflects  the  increase  in the
principal balance of the loan.

Provision  for Income  Taxes.  No provision for income taxes was required in the
nine months ended March 31, 2008 or 2007. We had sufficient  carried forward tax
losses to offset the profit  arising in the nine months ended March 31, 2008 and
we incurred taxable losses in the nine months ended March 31, 2007.

Net Loss and Comprehensive  Loss. We recognized net income of $2,005,172 for the
nine months  ended  March 31,  2008  compared a net loss of $78,976 for the nine
months  ended  March 31,  2007,  an increase  of  $2,084,148  due to the gain we
recognized on statute barred  liabilities,  slightly offset by increased general
and administrative costs.

Our  comprehensive  income (loss) was identical to our net  income(loss) for the
nine months ended March 31, 2008 and 2007.

Cash Flow  Information  - Nine Months Ended March 31, 2008  Compared to the Nine
Months Ended March 31, 2007

As of March  31,  2008,  we had $33 cash on hand,  $1,033  of total  assets,  no
operating  business  or other  source of income,  outstanding  liabilities,  all
current, of $6,198,122 and a stockholders' deficit of $6,197,089.

In our Annual  Reports on Form  10-KSB for the fiscal  years ended June 30, 2007
and 2006,  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 interim financial statements for the
nine months ended March 31, 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  $91,184,055  and a working  capital  deficiency  of $6,197,089 as of
March 31, 2008.

                                       13

<PAGE>

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

During the fiscal  years  ended June 30,  2007 and 2006,  one of our  directors,
David J.  Cutler,  advanced to us $100,743  and $98,936  respectively  by way of
loan,  bearing interest at 8%, to meet our ongoing  operating  expenses and fund
the costs of bringing our  financial  statements  and SEC  reporting up to date.
$14,000 of this loan was  converted  to  10,563,775  shares of our common  stock
effective May 31, 2006. In the nine months ended March 31, 2008 Mr. Cutler and a
company  controlled by him has made further  advances to us of $57,124 by way of
loan to meet our ongoing  operating  expenses and fund the costs of bringing our
financial  statements  and SEC reporting up to date.  There is no assurance that
Mr. Cutler will continue to provide us with further funding in the future.

It is our current intention to seek to reach satisfactory negotiated settlements
with our outstanding  creditors,  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  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,  2008,  was
$57,091  compared to $65,761 in the nine months ended March 31, 2007, a decrease
of $8,670. In the nine months ended March 31, 2008 our net income,  adjusted for
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.  This  compares to our net loss for the nine
months ended March 31, 2007 which, without any requirement for an adjustment for
non-cash items, resulted in a negative cash flow of $78,976, which was partially
offset by a positive cash flow of $13,215 generated from the net movement in our
operating assets and liabilities.

No cash was provided by (used in)  investing  activities  during the nine months
ended March 31, 2008 or 2007, 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,  2008 was $57,124  compared  to $65,754 in the nine  months  ended March 31,
2007, a decrease of $8,630  reflecting  the reduced 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.

                                       14

<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.

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.

                                       15

<PAGE>

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.

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

                                       16

<PAGE>

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

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

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

ITEM 3.  Controls and Procedures

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

ITEM 3A(T).  Controls and Procedures

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


                            PART II OTHER INFORMATION

Item 1.  Legal Proceedings

None

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

None

Item 3.  Defaults upon Senior Securities

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

                                       17

<PAGE>

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

Item 4.  Submission of Matters to Vote of Security Holders

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:

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

                                       18

<PAGE>

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-QSB.  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






                                       19

<PAGE>



                                   SIGNATURES

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


                                  ASPEON, INC,
                                  (Registrant)




Date: May 20, 2008                /s/   David J. Cutler
                                 -----------------------------------------
                                        David J. Cutler,
                                        President, Chief Executive Officer
                                        Chief Financial Officer and Director
















                                       20