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 SEPTEMBER 30, 2007

                                       OR

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

                        Commission file number 000-21477

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

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

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

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

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

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

State the  number of  shares  outstanding  of each of the  issuer's  classes  of
equity, as of the latest practicable date: On November 14, 2007, the Company had
20,000,000 shares of its common stock issued and outstanding.

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


                                       1
<PAGE>


                                      INDEX
<TABLE>
<CAPTION>

                                  ASPEON, INC.

<S>                                                                             <C>

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)                                       PAGE

Consolidated Balance Sheet - September 30, 2007.                                 3

Consolidated Statements of Operations - For the Three Months Ended
September 30, 2007 and 2006                                                      4

Consolidated Statement of Cash Flows - Three Months ended September 30,          5
2007 and 2006

Notes to Consolidated Financial Statements                                       6

Item 2.  Management's Discussion and Analysis or Plan of Operations              9

Item 3. Controls and Procedures                                                 11

Item 3A(T) Controls and Procedures                                              11

PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                       11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds             11
Item 3. Defaults on Senior Securities                                           11
Item 4. Submission of Matters to a Vote of Security Holders                     12
Item 5. Other Information                                                       12
Item 6. Exhibits                                                                12
</TABLE>


                                       2
<PAGE>

Part I.   FINANCIAL INFORMATION

Item I. Financial Statements

<TABLE>
<CAPTION>

                             Aspeon, Inc. and Subsidiaries
                               Consolidated Balance Sheet
                                   September 30, 2007
                                      (Unaudited)




ASSETS
<S>                                                                                        <C>

Current Assets

      Cash & Cash Equivalents                                                              $             269
      Prepaid Expenses                                                                                 1,000

                                                                                           ------------------
                  Total Current Assets                                                                 1,269
                                                                                           ------------------
TOTAL ASSETS                                                                               $           1,269
                                                                                           ==================

LIABILITIES & STOCKHOLDERS' DEFICIT

Current Liabilities

      Accounts Payable                                                                     $       6,760,416
      Unearned Income & Customer Deposits                                                            236,128
      Accrued Expenses                                                                               604,872
      Notes Payable                                                                                  418,228
      Deferred Earnouts                                                                              208,195

                                                                                           ------------------
                  Total Current Liabilities                                                        8,227,839

COMMITMENTS AND CONTINGENCIES (Note 9)

STOCKHOLDERS' DEFICIT

      Preferred Stock, $0.01 par value: 990,000 shares authorized (1,000,000
      authorized, net 10,000 designated as mandatorily redeemable stock), no
      shares issued and outstanding
      Common Stock, $0.01 par value: 20,000,000 shares authorized,  20,000,000                       200,000
      shares issued and outstanding
      Additional Paid In Capital                                                                  84,846,966
      Treasury Stock                                                                                 (60,000)
      Accumulated Deficit                                                                        (93,213,536)
                                                                                           ------------------
                  Total Stockholders' Deficit                                                     (8,226,570)

                                                                                           ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                $           1,269
                                                                                           ==================
</TABLE>

         See accompanying Notes to Consolidated Financial Statements.


                                       3
<PAGE>

<TABLE>
<CAPTION>

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

                                                                              Three Months Ended
                                                                                 September 30,
                                                                           2007                  2006
                                                                    -----------------     -----------------
<S>                                                                 <C>                   <C>
Operating Expenses

      General & Administrative Expenses                                       18,950                22,601

                                                                    -----------------     -----------------
      Total Operating Expenses                                                18,950                22,601

      Operating Loss                                                         (18,950)              (22,601)

Interest and Other Income / Expenses Net                                      (5,359)               (3,952)

                                                                    -----------------     -----------------
Loss before Income Taxes                                                     (24,309)              (26,553)

Provision for Income Taxes                                                  -                     -

                                                                    -----------------     -----------------
Net Loss                                                            $        (24,309)     $        (26,553)
                                                                    =================     =================

NET LOSS PER COMMON SHARE

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

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

      Basic & Diluted                                                   20,000,000            20,000,000
                                                                    =================     =================
</TABLE>


* Less than ($0.01) per share.

            See accompanying Notes to Consolidated Financial Statements.



                                       4
<PAGE>

<TABLE>
<CAPTION>

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

                                                                                             Three Months Ended
                                                                                                September 30,
                                                                                         2007                  2006
                                                                                   ----------------     -----------------
<S>                                                                                <C>                  <C>

CASH FLOW USED IN OPERATING ACTIVITIES:

NET LOSS                                                                           $       (24,309)     $        (26,553)

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

CHANGES IN OPERATING ASSETS & LIABILITIES:

      Increase (Decrease) in Accounts Payable                                                2,800                   (11)
      Increase in Accrued Expenses                                                           5,628                 4,003

                                                                                   ----------------     -----------------
      Total Cash Flow provided by Operating Activities                                     (15,881)              (22,561)

CASH FLOW FROM INVESTING ACTIVITIES:                                                             -                     -

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

CASH FLOW FROM FINANCING ACTIVITIES:

      Advances under Notes Payable                                                          16,150                22,555

                                                                                   ----------------     -----------------
      Total Cash Flow provided by Financing Activities                                      16,150                22,555
                                                                                   ----------------     -----------------

INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                                     $           269      $             (6)
                                                                                   ----------------     -----------------

Cash and Cash Equivalents at the beginning of the period                           $             -      $              7
                                                                                   ----------------     -----------------
Cash and Cash Equivalents at the end of the period                                 $           269      $              1
                                                                                   ================     =================

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>



                         ASPEON, INC. AND SUBISIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
             For the Three Months Ended September 30, 2007 and 2006
                                   (UNAUDITED)

Note 1.  Business, Basis of Presentation and Significant Accounting Policies

Business:

Aspeon,  Inc. (the Company) was  incorporated  in September 1995 in the State of
Delaware.  In June 2003, the Company ceased its business operations and those of
its existing subsidiaries. The Company's limited business activities, since that
time have been focused on payment of creditors and complying  with the reporting
requirements of the Securities and Exchange Commission (SEC).

Basis of Presentation:

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.

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 month period ended  September 30, 2007 are not  necessarily  indicative of
the results  that may be  expected  for the year ended June 30,  2008.  For more
complete  financial   information,   these  unaudited   consolidated   financial
statements should be read in conjunction with the audited consolidated financial
statements  included in our Annual Report for the year ended June 30, 2007 filed
with the SEC.

Significant Accounting Policies:

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.

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  months  ended  September  30, 2007 and 2006 as we had no stock
options or warrants outstanding during periods.

Stock-Based  Compensation--  Beginning  July 1, 2006,  the  Company  adopted the
provisions  of and accounts for  stock-based  compensation  in  accordance  with
Statement of Financial  Accounting Standards (SFAS) No. 123 - revised 2004 (SFAS
123R),  Share-Based Payment,  which replaced SFAS No. 123 (SFAS 123), Accounting
for  Stock-based  Compensation,  and  supersedes  APB  Opinion  No. 25 (APB 25),

                                       6

<PAGE>

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.

Recently Issued Accounting Policies:

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

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

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

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

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

Note 2.  Going Concern

In the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30,
2007, the Report of the Independent  Registered  Public Accounting Firm includes
an explanatory  paragraph that describes  substantial  doubt about the Company's


                                       7
<PAGE>

ability  to  continue  as a  going  concern.  The  Company's  interim  financial
statements for the three months ended September 30, 2007 have been prepared on a
going  concern  basis,  which  contemplates  the  realization  of assets and the
settlement of liabilities and commitments in the normal course of business.  The
Company  reported a net loss of $24,309 for the three months ended September 30,
2007,  and an  accumulated  deficit of $93,213,536 as of September 30, 2007. The
Company also has a working  capital  deficiency  at  September  30, 2007 and the
Company has not recognized any revenues from its business operations.

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

Note 3.  Notes Payable

As of 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  earnout  due to him on the sale of his
business to us 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.

Note Payable, Related Party:

Prior to June 30, 2007, David J Cutler,  an officer and director of the Company,
advanced to $274,780 to the Company 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. During the three
months ended  September 30, 2007, Mr. Cutler  advanced the Company an additional
$16,150 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 4.  Stockholders' Deficit

Common Stock

The Company did not issue any shares of its common stock during the three months
ended September 30, 2007 or 2006.

Note 5.                Contingencies and Commitments

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.



                                       8
<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, vigorously defend against any further appeal that may be made against
our currently  successful  defense of the law suit brought against us by certain
of our  shareholders,  bring our  financial  records and SEC filings up to date,
achieve a listing on the over the counter  bulletin  board,  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.

Results of  Operations - Three Months Ended  September  30, 2007 Compared to the
Three Months Ended September 30, 2006

General and Administrative Expenses. During the three months ended September 30,
2007, we incurred  general and  administrative  expenses of $18,950  compared to
$22,601 during the three months ended  September 30, 2006, a decrease of $3,651.
The decrease  arose due the fact that in the three months  ended  September  30,
2006, we incurred  significant travel, rent and contract labor costs in bringing
our  financial  records  and SEC filings up to date.  We incurred  significantly
lower costs in respect of travel,  rent and  contract  labor in the three months
ended  September  30, 2007,  as we have made  progress in bringing our financial
records and SEC filings up to date.

Net Interest and Other Income / (Expense).  We recognized an interest expense of
$5,359 in the three months ended  September  30, 2007  compared to $3,952 in the
three  months ended  September  30,  2006,  an increase of $1,407.  This expense
relates to the  interest  expense  accrued on the loan made to us by our officer
and director,  Mr. David Cutler.  The increase in the amount of interest between
the two periods reflects the increase in the principal balance of the loan.

Net Loss. We had a net loss of $24,309 for the three months ended  September 30,
2007  compared a net loss of $26,553 for the three  months ended  September  30,
2007, a decrease of $2,244 due to the factors outlined above.

Cash Flow  Information  - Three Months Ended  September 30, 2007 Compared to the
Three Months Ended September 30, 2006

As of September  30,  2007,  we had $269 cash on hand,  $1,269 of total  current
assets, no operating business or other source of income, outstanding liabilities
of  approximately  $8,227,839  and  a  stockholders'  deficit  of  approximately
$8,226,570.

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.

Prior to June 30, 2007, David J Cutler,  an officer and director of the Company,
advanced to $274,780 to the Company 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. During the three


                                       9
<PAGE>

months ended  September 30, 2007, Mr. Cutler  advanced the Company an additional
$16,150 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.

Net cash (used in) operations  during the three months ended  September 30, 2007
was $15,881  compared to $22,561 in the three months ended September 30, 2006, a
decrease of $6,680.  In the three months ended  September 30, 2006 our net loss,
without any  requirement  for an adjustment  for non-cash  items,  resulted in a
negative cash flow of $24,309 which was partially offset by a positive cash flow
of  $8,428  generated  from  the  net  movement  in  our  operating  assets  and
liabilities. This compares a net loss, without any requirement for an adjustment
for  non-cash  items,  resulted in a negative  cash flow of $26,553 in the three
months ended  September 30, 2006 which was  partially  offset by a positive cash
flow of $3,992  generated  from the net  movement  in our  operating  assets and
liabilities.

No cash was provided by investing activities in the three months ended September
30,  2007 or 2006 as we had no  investments  to sell  and no  available  cash to
purchase investments.

Net cash was  provided by  financing  activities  during the three  months ended
September  30, 2007 was $16,150  compared to $22,555 in the three  months  ended
September 30, 2006, a variance of $6,405 reflecting the reduced need for funding
to be provided to us by one of our directors.

PLAN OF OPERATIONS

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

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  currently  do not  have  sufficient  cash on hand to  support  are  business
activities  over  a  twelve  month  period.   In  continuance  of  our  business
operations,  we do not intend to purchase or sell any significant assets, and we
do not expect to hire any employees.

We are dependent on raising additional equity and/or debt to fund any negotiated
settlement  with  our  outstanding  creditors  and meet  our  ongoing  operating
expenses.  There is no assurance we will be able to raise the  necessary  equity
and/or  debt  that we will need to  negotiate  acceptable  settlements  with out
outstanding  creditors or fund ongoing  operating  expenses.  We cannot make any
assurances we will raise funds through such activities.


                                       10
<PAGE>

ITEM 3.  Controls and Procedures

a. Evaluation of Disclosure Controls and Procedures:

The management of the Company has evaluated the  effectiveness  of the Company's
disclosure  controls  and  procedures  as of the end of the period of the report
June 30, 2007, and has concluded that the disclosure controls, internal controls
and  procedures  are  not  effective  based  upon  their  evaluation  as of  the
evaluation  date.  Management's  assessment  that  its  reporting  controls  are
ineffective  results  primarily  from the fact that its  independent  registered
public accounting firm noted deficiencies in the Company's  computation of share
based compensation.  As a result, the Company made significant  revisions to our
proposed financial statement disclosures.

We are taking  steps  necessary  to  address  these  reporting  issues in future
filings including  increased training in the areas of accounting for share based
compensation and financial statement disclosures.

b. Changes in Internal Control over Financial Reporting:

There were no changes  in the small  business  issuer's  internal  control  over
financial  reporting  identified  in  connection  with  the  Company  evaluation
required by  paragraph  (d) of Rule 13a-15 or Rule 15d-15 under the Exchange act
that occurred  during the small  business  issuers last fiscal  quarter that has
materially  affected or is  reasonable  likely to materially  affect,  the small
business issuer's internal control over financial reporting.

ITEM 3A(T).  Controls and Procedures

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


                            PART II OTHER INFORMATION

Item 1.  Legal Proceedings

None


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

None


Item 3.  Defaults upon Senior Securities

All details of our  defaults in respect of our debt are set out in Note 3 to the
financial statements for the interim period "Notes Payable." There are no recent
new defaults.

We are in default on a number of operating and capital leases either directly or
as guarantor for our subsidiary companies.  These liabilities have been included
in the balance of our accounts payable. We will attempt to negotiate  settlement
of all of our  shortfalls to creditors in respect of these  defaults upon senior
securities, or otherwise eliminate debt. There are no recent new defaults


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Item 4.  Submission of Matters to Vote of Security Holders

None

Item 5.  Other Information

None

Item 6.  Exhibits

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




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                                   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: November 14, 2007                    /s/      David J. Cutler
      ------------------                   -------------------------------
                                           David J. Cutler,
                                           President, Chief Executive Officer
                                           Chief Financial Officer and Director










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