U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 10-QSB



(Mark One)



[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2007



OR



[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ___________ TO ____________



| |                                                    | 
| | -------------------------------------------------- | 
| | INZON CORPORATION                                  | 
| | (Exact name of registrant as specified in charter) | 



|                                               |  |                          |  |                                  
|---------------------------------------------- |  | ------------------------ |  | ---------------------------------
|Nevada                                         |  | 0-17345                  |  | 41-1578316                       
|(State or other jurisdiction
of incorporation) |  | (Commission File Number) |  | (IRS Employer
Identification No.)



| |                                                       | 
| | ----------------------------------------------------- | 
| | 238 Northeast 1st Avenue, Delray Beach, Florida 33444 | 
| | (Address of principal executive offices)              | 



| |                                                      | 
| | ---------------------------------------------------- | 
| | (561) 279-8200                                       | 
| | (Registrants Telephone Number, including Area Code) | 



Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) been subject to such filing requirements for the past 90 days. Yes   x   No o



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b2 of the Exchange Act).   Yes o   No x



As of February 18, 2008, the Registrant had 72,735,232 shares of common stock issued and outstanding.



Transitional Small Business Disclosure Format (check one): Yes o   No x







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|------------------------------------------------------------------------------- |  | ----
|TABLE OF CONTENTS                                                               |  |     
|                                                                                |  |     
|                                                                                |  | Page
|PART I: FINANCIAL INFORMATION                                                   |  |     
|                                                                                |  |     
|Item 1.  Financial Statements                                                   |  | 3   
|Balance Sheet as of December 31, 2007 and                                       |  | 3   
|Statements of Operations For the Three Months Ended December 31, 2007 and 2006  |  | 4   
|Statements of Cash Flows For  the Three Months Ended December 31, 2007 and 2006 |  | 5   
|Notes to Financial Statements                                                   |  | 6   
|                                                                                |  |     
|Item 2.  Managements Discussion and Analysis and Plan of Operation             |  | 12  
|                                                                                |  |     
|Item 3.  Controls and Procedures                                                |  | 20  
|                                                                                |  |     
|PART II: OTHER INFORMATION                                                      |  |     
|                                                                                |  |     
|Item 1.  Legal Proceedings                                                      |  | 21  
|                                                                                |  |     
|Item 2.  Unregistered Sales of Equity Securities and use of proceeds            |  | 21  
|                                                                                |  |     
|Item 3.  Defaults upon Senior Securities                                        |  | 21  
|                                                                                |  |     
|Item 4.  Submission of Matters to a vote of Security Holder                     |  | 21  
|                                                                                |  |     
|Item 5.  Other Information                                                      |  | 21  
|                                                                                |  |     
|Item 6.  Exhibits                                                               |  | 21  
|                                                                                |  |     
|Signatures                                                                      |  | 22  
|                                                                                |  |     
|Exhibit Index                                                                   |  | 23  









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PART I  FINANCIAL INFORMATION



ITEM 1.

FINANCIAL STATEMENTS.



INZON CORPORATION

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2007

(Unaudited)

ASSETS



|                                                                                                        |   |            
|------------------------------------------------------------------------------------------------------- | - | -----------
|Current Assets                                                                                          |   |            
|Cash in bank                                                                                            | $ | 9,625      
|Accounts receivable                                                                                     |   | 14,351     
|Total current assets                                                                                    |   | 23,976     
|Fixed Assets                                                                                            |   |            
|Furniture & fixtures -net of depreciation of  $ 35,615                                                  |   | 6,586      
|Transmission equipment-net of depreciation of $ 140,678                                                 |   | 185,472    
|Software net of amortization of $ 611,251                                                              |   | 485,059    
|Total fixed assets                                                                                      |   | 677,117    
|Other Assets                                                                                            |   |            
|Trademarks                                                                                              |   | 20,000     
|Total other assets                                                                                      |   | 20,000     
|Total assets                                                                                            |   | 721,093    
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                   |   |            
|Current Liabilities                                                                                     |   |            
|Notes payable and equipment loan including interest of $37,432                                          |   | 351,832    
|Accounts payable                                                                                        |   | 1,651,559  
|Accrued payroll and payroll taxes                                                                       |   | 608,691    
|Accrued  expenses-related parties                                                                       |   | 25,350     
|Warrant deposit                                                                                         |   | 200,000    
|Employee consulting payable-related parties                                                             |   | 210,000    
|Total current liabilities                                                                               |   | 3,047,432  
|Total liabilities                                                                                       |   | 3,047,432  
|Stockholders Deficit                                                                                   |   |            
|Common stock, $0.001 par value; authorized 500,000,000 shares;
issued and outstanding 61,474,469 shares |   | 61,474     
|Additional paid-in capital                                                                              |   | 6,338,639  
|Stock payable                                                                                           |   | 3,500      
|Prepaid expense paid with stock                                                                         |   | (173,333)  
|Retained  deficit                                                                                       |   | (8,556,619)
|Total stockholders deficit                                                                             |   | (2,326,339)
|Total liabilities and stockholders deficit                                                             | $ | 721,093    



The accompanying notes are an integral part to financial statements



3





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INZON CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                              |                                 |             |      |   |           
|--------------------------------------------- | ------------------------------- | ----------- | ---- | - | ----------
|                                              | Three Months Ended
December 31,
|                                              | 2007                            |             | 2006
|Sales                                         | $                               | 21,600      |      | $ | 33,800    
|Selling, General, and Administrative Expenses |                                 | 379,534     |      |   | 373,370   
|Depreciation and Amortization                 |                                 | 103,688     |      |   | 97,851    
|Total Expense                                 |                                 | 483,222     |      |   | 471,221   
|Net  operating loss                           |                                 | (461,622)   |      |   | (437,421) 
|Other income(expense)                         |                                 | -           |      |   | -         
|Interest expense                              |                                 | (6,623)     |      |   | (3,901)   
|Impairment loss                               |                                 | (2,049,761) |      |   | -         
|Net other income(expense)                     |                                 | (2,056,384) |      |   | (3,901)   
|Net loss                                      | $                               | (2,518,006) |      | $ | (441,322) 
|Net Loss per share                            | $                               | (0.04)      |      | $ | (0.01)    
|Weighted Average Number of Common Shares      |                                 |             |      |   |           
|Used to Compute Net Income (Loss) per         |                                 |             |      |   |           
|Weighted Average Share                        |                                 | 61,358,374  |      |   | 36,791,645



The accompanying notes are an integral part to financial statements



4





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INZON CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                     |                                 |             |      |   |          
|---------------------------------------------------- | ------------------------------- | ----------- | ---- | - | ---------
|                                                     | Three Months Ended
December 31,
|                                                     | 2007                            |             | 2006
|Cash flows from operating activities                 |                                 |             |      |   |          
|Net profit (loss)                                    | $                               | (2,518,006) |      | $ | (441,322)
|Adjustments to reconcile net profits (loss)          |                                 |             |      |   |          
|to net cash provided (used) in operating activities: |                                 |             |      |   |          
|Depreciation and amortization                        |                                 | 103,688     |      |   | 97,851   
|Stock for expense                                    |                                 | 65,000      |      |   | 99,200   
|Impairment loss                                      |                                 | 2,049,761   |      |   | -        
|Changes in current accounts                          |                                 |             |      |   |          
|Accounts receivable                                  |                                 | 7,201       |      |   | 11,500   
|Accounts payable                                     |                                 | 14,957      |      |   | 7,281    
|Accrued payroll                                      |                                 | 28,750      |      |   | -        
|Accrued interest                                     |                                 | 6,623       |      |   | -        
|Employment contracts- related parties                |                                 | 210,000     |      |   | 167,550  
|Accrued expenses-related parties                     |                                 | 25,350      |      |   | 62,697   
|Advances                                             |                                 | -           |      |   | (6,200)  
|Net  cash provided  (used) In operating activities   |                                 | (6,676)     |      |   | (1,443)  
|Cash flow from investing activities                  |                                 |             |      |   |          
|Net cash used by investing activities                |                                 | -           |      |   | -        
|Cash flows from financing activities                 |                                 |             |      |   |          
|Net cash provided (used) by financing activities     |                                 | -           |      |   | -        
|Increase (decrease) in cash and cash equivalents     |                                 | (6,676)     |      |   | (1,443)  
|Cash and cash equivalents at beginning of period     |                                 | 16,301      |      |   | 5,217    
|Cash and cash equivalents at end of period           | $                               | 9,625       |      | $ | 3,774    
|Supplemental disclosures of cash flow information    |                                 |             |      |   |          
|Cash paid during the period for:                     |                                 |             |      |   |          
|Interest                                             | $                               | -           |      | $ | -        
|Income taxes                                         | $                               | -           |      | $ | -        
|Noncash Investing and Financing Activities           |                                 |             |      |   |          
|992,000 Shares @ $0.01 for service                   | $                               | -           |      | $ | 99,200   



The accompanying notes are an integral part to the financial statements



5





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INZON CORPORATION

NOTES TO FINANCIAL STATEMENTS

(Unaudited)



NOTE 1.

BASIS OF PRESENTATION



The condensed balance sheet of InZon Corporation, a Nevada corporation (Company), as of December 31, 2007 (unaudited) and the related statements of operations and cash flows for the three months ended December 31, 2007 and 2006 (unaudited) are enclosed.  In the opinion of Company management, all adjustments necessary for a fair presentation of such financial statements have been included.  Such adjustments consisted only of normal recurring items.



The financial statements and notes are presented as permitted by Form 10-QSB and do not contain certain information included in the Companys annual financial statements and notes contained in the Form 10-KSB for the fiscal year ended September 30, 2007



Interim Financial Statements.



The interim financial statements included herein have been prepared by the Company, without audit pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).  Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  The interim financial statements reflect, in the opinion of management, all adjustments necessary (consisting only of normal recurring adjustments) to present a fair statement of results for the interim periods presented.  The operating results for any interim period are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2008.  The accompanying financial statements should be read in conjunction with the notes included in the Companys Annual Report on Form 10-KSB for the fiscal year ended September 30, 2007



NOTE 2.

CRITICAL ACCOUNTING POLICIES



Use of Estimates.



The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the interim financial statements and the reported amounts of revenues and expenses during the reporting period.  Such estimates include, but are not limited to, revenue recognition and allowances, accrued liabilities, deferred revenue, loss contingencies and accounting for income taxes.  Actual results could differ from these estimates.



Impaired Fair Value of Financial Instruments.



The carrying amounts for the Companys cash, accounts payable, accrued liabilities, due to stockholder and officers approximate fair value due to the short-term maturity of these instruments.



Income Taxes.



In February 1992, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes.  SFAS No. 109 required a change from the deferred method of accounting for income taxes of Accounting Principles Board Opinion No. 11 to the asset and liability method of accounting for income taxes.  Under the asset and liability method of SFAS No. 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under SFAS No. 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.  Effective January 1, 1993, the Company adopted SFAS No. 109.





6





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Earnings (Loss) per Share.



In February 1997, the FASB issued SFAS No. 128, Earnings per Share.  SFAS No. 128 simplifies the standards for computing earnings per share (EPS) and was effective for financial statements issued for periods ending after December 15, 1997, with earlier application not permitted.  Effective January 1, 1998, the Company adopted SFAS No. 128.  Basic EPS is determined using net income divided by the weighted average shares outstanding during the period.  Diluted EPS is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued.  Since the fully diluted losses per share for the first quarters of fiscal years 2007 and 2006 were antidilutive, basic and diluted losses per share are the same.  Accordingly, rights to purchase common issuable upon conversion of convertible debentures were not included in the calculation of diluted earnings per common share.



NOTE 3.

RECENT ACCOUNTING PRONOUNCEMENTS



In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments". SFAS No. 155 amends SFAS No 133, "Accounting for Derivative Instruments and Hedging Activities", and SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". SFAS No. 155, permits fair value re measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133, establishes a requirement to evaluate interest in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, and amends SFAS No. 140 to eliminate the prohibition on the qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This statement is effective for all financial instruments acquired or issued after the beginning of the Company's first fiscal year that begins after September 15, 2006. This statement is not expected to have a material effect on the Company's consolidated financial position or results of operations.



In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109" (FIN 48), which clarifies the accounting for uncertainty in tax positions. This Interpretation requires that we recognize in our financial statements the benefit of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 become effective as of the beginning of our 2008 fiscal year, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. We are currently evaluating the impact that FIN 48 will have on our financial statements.



In September 2006, the FASB issued SFAS No. 157 Fair Value Measurements.  SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosure about fair values.  This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.  Management believes that the adoption of SFAS No. 157 will not have a material impact on the consolidated financial results of the Company.



In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements" (SAB 108), which addresses how to quantify the effect of financial statement errors. The provisions of SAB 108 become effective as of the end of our 2007 fiscal year. We do not expect the adoption of SAB 108 to have a significant impact on our financial statements.



In February 2007, the FASB issued Statement No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115" (FAS 159). FAS 159 permits companies to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The provisions of FAS 159 become effective as of the beginning of our 2009 fiscal year. We are currently evaluating the impact that FAS 159 will have on our financial statements.



7





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In June 2005, the EITF reached consensus on Issue No. 05-6, Determining the Amortization Period for Leasehold Improvements ("EITF 05-6.") EITF 05-6 provides guidance on determining the amortization period for leasehold improvements acquired in a business combination or acquired subsequent to lease inception. The guidance in EITF 05-6 will be applied prospectively and is effective for periods beginning after June 29, 2005. EITF 05-6 is not expected to have a material effect on the Company's consolidated financial position or results of operations.



NOTE 4.

GOING CONCERN CONSIDERATIONS



As of December 31, 2007, the Company reported an accumulated deficit of $8,556,619.  The Companys ability to generate net income and positive cash flows is dependent on the ability to operate profitably as well as the ability to raise additional capital.  Management is aggressively following strategic plans to accomplish both objectives, but the success of these plans is not guaranteed.  As of December 31, 2007, these factors raise substantial doubt about the Companys ability to continue as a going concern.



NOTE 5.

RELATED PARTY TRANSACTIONS



Two officers and directors have previously entered into employment agreements with InZon.  Each of these agreements is for a term of five years from June 1, 2004.  Under these agreements, these individuals will be paid an annual salary of $240,000 and $180,000, respectively.  Also, these individuals will be entitled to a bonus annually equal to no less than 1.5% percent of the net profits of the Company (net profits being defined according to Generally Accepted Accounting Principles); each may elect to take this bonus in any combination of cash and stock.  In addition, each employee will be entitled to certain other medical, dental, and insurance benefits.



One of the officers and directors of the company entered into an employment agreement dated October 1, 2005 for a term of 5 years with InZon.  Under this agreement this individual will be paid a salary of $ 144,000 per year.  In addition the individual will be entitled to certain medical, dental and insurance benefits.



On July 16, 2007, the Company issued 7,377,555 of common stock to two current officers and directors for a total value of $ 885,307 of which 5,141,909 shares were for outstanding consulting payables with a value of $ 617,029 and 3,235,646 shares were for services with a value of $ 268,278.



On June 25, 2007 David Levy and Richard Dea agreed to cancel their employment agreements with the Registrant and to waive their rights to accrued compensation under their agreements dated June 1, 2004 and October 1, 2005 that was not compensated by the issuance of stock to them on July 16, 2007. On August 1, 2007 new employment contracts were issued effective October 1, 2007 for both David Levy and Richard Dea. Under the terms of the contracts each party will receive a base compensation of $ 300,000 and $ 240,000 per annum respectively plus annual bonuses at the discretion of the board of directors and car allowances and employee benefits in addition to their salaries and bonuses.



On September 18, 2007 the Company entered into an employment agreement with Sidney Camper III effective October 1, 2007.  Under the terms of the agreement Mr. Camper will receive a salary of $ 300,000 per annum plus bonuses at the discretion of the board of directors plus employee benefits and monthly car allowance.



The Company rents office space on a 41 month lease that commenced August 1, 2007 at the rate of $ 6,500 per month. The office space is owned by a related party of one of the officers and directors.





8





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NOTE 6.

CHANGES IN EQUITY



On September 9, 2007 the Company signed a one year financial and public relations consulting agreement with a non related party. Under the terms of the agreement the party received 1,000,000 shares of the Companys common stock valued at $ 260,000. As the cost of the contract is expensed over a twelve month period the Company is carrying a prepaid of $ 173,668 on the balance sheet for the 8 months remaining on the contract.



On September 10, 2007, the Company entered into a written agreement with Good Deal, LLC and InZon Wireless, Inc., a wholly-owned subsidiary of the Registrant. Under the terms of the agreement, as amended on September 28, 2007, the closing is to be held after September 30, 2007. As of September 24, the Company. At closing the Company issued 19,521,527 restricted shares of the Companys common stock for the transfer to IZON Wireless, Inc. of 2,500 shares of South Pacific Management Holdings Limited, a British Virgin Islands company representing fifty percent (50%) of the total issued and outstanding capital shares of South Pacific Management Holdings Limited: the closing of the agreement took place on October 1, 2007 Per the agreement the Company was required to issued 9,760,764 at the time of closing and retained 9,760,763 shares to be released subject to further due diligence. Per the agreement the retained shares were held by the Company until the Company could determine that SPMH indirectly held a commercially viable communication license. This determination needed to occur no later than December 31, 2007.  The Company determined the licenses was not commercially viable so the 9,760,763 shares retained were cancelled by board resolution on December 31, 2007.  As the license was not commercially viable, the Company elected to impair the total amount of the transaction with a net value of $ 2,049,761. (see Note 13: Impairment Loss)



NOTE 7.

CONCENTRATION OF REVENUE AND SUPPLIERS



The Company is highly dependent on two customers. The loss of either of these customers could have an adverse affect on the Companys business.



NOTE 8.

LEASE AGREEMENT



On August 1, 2007 the Company entered into a Commercial Lease Agreement, with SAE Group, Inc, the landlord, for 5,000 square feet of office space located in Delray Beach, Florida.   The lease is effective August 1, 2007, and has a 41 months term, expiring on December 31, 2010.  Under the lease the base rent is $6,500 for the first twelve months, but the base rent may be adjusted in the second twelve month period and each twelve months period thereafter by three percent. In addition, the Company is required to carry liability insurance in the amount of $1 million.  The following is a schedule by year of the future minimum rental payments required under operating leases that have non-cancellable lease terms in excess of one year as of December 31, 2007:



|      |             |         
|----- | ----------- | --------
|      | Fiscal Year
|2008  | $           | 58,695  
|2009  |             | 80,541  
|2010  |             | 82,959  
|2011  |             | 21,309  
|Total | $           | 243, 504



NOTE 9.

SOFTWARE, PROPERTY AND EQUIPMENT



Software, property and equipment at December 31, 2007 consisted of the following:



|                                                |   |          
|----------------------------------------------- | - | ---------
|Software                                        | $ | 1,096,310
|Transmission equipment                          |   | 326,150  
|Furniture and fixtures                          |   | 42,201   
|Total                                           |   | 1,464,661
|Less: accumulated depreciation and amortization | $ | 787,544  
|Net of depreciation                             | $ | 677,117  





9





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NOTE 10.

INCOME TAXES



At December 31, 2007 and 2006, the Company had a federal operating loss carryforward of approximately $ 5,902,606 and $ 2,722,722 respectively, which expires in 2027



NOTE 11.

NOTES PAYABLE



The following notes remain open as of December 31, 2007



|                                       |  |               |  |                   |  |                  |        
|-------------------------------------- |  | ------------- |  | ----------------- |  | ---------------- | -------
|Payee                                  |  | Interest rate |  | Maturity Date     |  | Principal Amount
|Stout Advisors, Inc                    |  | 10%           |  | On Demand         |  | $                | 28,785 
|Mosaic Composite                       |  | 10%           |  | On Demand         |  |                  | 17,203 
|Deal Flow, Inc                         |  | 10%           |  | January 1, 2008   |  |                  | 12,500 
|Birchstreet Enterprises, Inc           |  | 10%           |  | January 1, 2008   |  |                  | 7,500  
|Stout Advisors, Inc                    |  | 10%           |  | January 1, 2008   |  |                  | 2,500  
|Stout Advisors, Inc                    |  | 10%           |  | January 1, 2008   |  |                  | 15,000 
|Stout Advisors, Inc                    |  | 8%            |  | October, 1 2007   |  |                  | 60,000 
|Paul Price                             |  | 8%            |  | October 1, 2007   |  |                  | 40,000 
|EPL                                    |  | 7.9%          |  | September 1, 2009 |  |                  | 130,912
|Accrued Interest                       |  |               |  |                   |  |                  | 37,432 
|Total Notes payable including interest |  |               |  |                   |  | $                | 351,832



NOTE 12.

COMMITMENTS AND CONTINGENCIES



On August 3, 2007 the Company through its subsidiary InZon Holdco, Inc acquired all the outstanding stock of Vericash, Inc. Under the terms of the agreement the Company issued on the date of the agreement 1,500,000 shares of restricted common stock with a value of $ 38,920. An additional 3,500,000 shares of restricted stock with a value of $ 77,840 for a total of 5,000,000 shares for a total value of $ 117,760 are to be issued as follow:



|                        |          
|----------------------- | ---------
|Receipt of Equipment    | 1,000,000
|February 4, 2008        | 500,000  
|August 4, 2008          | 500,000  
|February 3, 2009        | 500,000  
|August 3, 2009          | 500,000  
|February 3, 2010        | 500,000  
|Total additional shares | 3,500,000



The remaining 3,500,000 shares to be issued has been recorded as a stock payable in the accompanying balance sheet as of September 30, 2007.  The acquisition of Vericash, Inc. consisted of telecommunication equipment valued at $116,760 which there was no associated liabilities.



The Company is party to three legal actions as set forth below.  The Company believes it has adequately accounted for the potential liabilities which may result from these legal actions.



On November 8, 2006, in civil proceedings styled Ipex, Inc. v. InZon Corporation, as Case Number GIC864677, in the Superior Court of San Diego County, California, an uncontested judgment including attorneys fees and court costs, in the original amount of $559,166.00, was entered against the Company. To date, the judgment holder has not taken any action to enforce the judgment against the Company or it assets;





10





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The Company is a defendant in civil proceedings initiated during the fiscal year ending September 30, 2007, styled Verisign, Inc. v. Inzon Corporation, as Case Number 50 2007 CA 019126XXXXMBAO, in the Circuit Court of the Fifteenth Judicial District, Palm Beach County, Florida. The Company has negotiated a settlement of all claims of the plaintiff for $14,000, payable in 14 monthly installments commencing February 15, 2008; and



The Company is a defendant in civil proceedings initiated during the fiscal year ending September 30, 2007, styled Starvox Communications, Inc. v. Inzon Corporation, as Case Number 50 2007 CA 9642XXXXMB, in the Circuit Court of the Fifteenth Judicial District, Palm Beach County, Florida, in which the plaintiff seeks to recover $149,263 plus attorneys fees and costs under a written contract between the parties for the purchase and sale of telecommunication services. The Company through outside counsel has moved the Court for dismissal based on mandatory arbitration and State of New York venue and jurisdictional provisions in the underlying contract. The likely outcome of such litigation is presently unknown, as the plaintiff may be unable to establish that the Company is subject to the jurisdiction of the courts of the State of New York.



NOTE 13.

DEPOSIT ON WARRANT SUBSCRIPTION



On August 7, 2007 the Company issued a warrant subscription agreement to an unrelated party to purchase common stock in the Company valued at $ 750,000.  Under the terms of the agreement the warrant holder has a right to purchase 500,000 shares at fifty cents per share and 500,000 shares at one dollar per share. The warrant is non dilutive and is exercisable at any time up to twenty four months from the date of the agreement. The Company received a total of $200,000 and has reflected this amount as a deposit on the accompanying balance sheet.



NOTE 14.

PREPAID EXPENSES PAID IN COMMON STOCK



On September 9, 2007 the Company signed a one year financial and public relations consulting agreement with a non related party. Under the terms of the agreement the party received 1,000,000 shares of the Companys common stock valued at $ 260,000. As the cost of the contract is expensed over a twelve month period the Company is carrying a prepaid of $ 173,333 on the balance sheet for the 8 months remaining on the contract.



NOTE 15.

IMPAIRMENT LOSS



On October 1, 2007, InZon Wireless, Inc., a wholly-owned subsidiary of the Company acquired 50% of South Pacific Management Holdings Limited, (SPMH) a British Virgin Islands company. SPMH has an interest in a provisional communication license in the South Pacific. The Company issued 19,521,527 restricted shares of the Companys common stock of which the Company was required to issued 9,760,764 at the time of closing and retained 9,760,763 shares to be released subject to further due diligence. The Company determined the license was not commercially viable so the 9,760,763 retained shares were cancelled and the Company elected to impair the $ 2,049,761 value of the transaction.



NOTE 16.

SUBSEQUENT EVENTS



On February 5, 2008 the Company signed a letter of intent to acquire a private Florida corporation that operates as a licensed Competitive Local Exchange Carrier. Under the terms of the letter and subject to a definitive agreement, the Company will acquire all the outstanding shares of the Company.



On February 6, 2008 the Company signed an indemnification agreement with one of the officers and directors of the Company.  The agreement indemnifies the officer from any actions by a lender in which the officers has guaranteed $ 1,500,000 of Company debt. As compensation for the issuance of the guarantee, the Company issued 10,000,000 shares of restricted common stock to the officer.



On February 12, 2008 the Company issued 1,500,000 shares of common stock per the Agreement and Plan of Reorganization dated August 3, 2007. (see Note 10: Commitments and Contingencies)





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ITEM 2.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.



The following discussion and analysis of financial condition and results of operations is based upon, and should be read in conjunction with, its audited financial statements and related notes included elsewhere in this Form 10-QSB, which have been prepared in accordance with accounting principles generally accepted in the United States.



The Registrant is a Global Communications Company that utilizes its own modern hybrid worldwide VoIP/TDM network for both voice and data traffic.  In addition, the Registrants VeriCash division is developing systems for Stored Value/Mobile Wallet payment technologies designed to allow users to send money from their cell phone to any other cell phone and acts as a Virtual Point of Sale device via secure modes in most countries in the world. This means that any cell phone could be used as a secure debit card to pay bills, charge at restaurants and to instantly send money to be withdrawn from ATMs all over the worlds.



The Registrants proprietary switches and systems control both traditional legacy TDM (Traditional Time Division Multiplexing Voice Circuits) and IP Telephony technology (or Transitional Telecom technology).  This provides the Registrant with a hybrid system that is the best of both worlds.  The Registrant uses its own proprietary, leading edge monitoring and management software to thoroughly evaluate profitability in real-time and employ dynamic routing that will allow its systems to immediately react to changing network conditions and reroute based on key predefined criteria.   For the majority of its traffic, the Registrant now utilizes Voice over Internet Protocol ("VoIP") technology to provide complete voice, fax, data and conference call services on an ASP platform,   This gives the Registrant the ability to provide rapid time to market on new services and provide the most economical and flexible operations possible.



The Registrant operates from executive offices in Delray Beach, Florida, and maintains redundant telecom equipment installations at its executive offices as well as at facilities at 60 Hudson Street, in New York, with fully redundant switching systems at a hardened satellite earth station in North Miami, Florida and switching equipment for international operations in London.



On August 23, 2005, the Registrants Media division acquired the digital distribution and media broadcast software applications, existing revenue contracts and all associated intellectual property assets of SAE Group, a private digital media company. The acquired assets include SAE Group's software distribution rights, revenue streams from existing license and maintenance contracts, and all intellectual property, trademark and capital equipment.



SAE Group, Inc. (Software Application Engineering) was established in 1985, to provide computer software development and related consulting services for a variety of commercial and governmental service organizations. In 1986, SAE received its first opportunity in the satellite broadcast industry when it was contracted to develop a traffic scheduling and billing computer application for Hughes Television Network(r) (HTN), then a leading sports backhaul provider. The HTN application became the seed from which SATCON and later SatConCS applications were developed and, as word spread of SAE's successful development and implementation of the HTN system, other broadcast companies came to SAE for customized solutions.



On August 3, 2007, the Registrant and its wholly-owned subsidiary, InZon Holdco, Inc., a Nevada corporation, entered into a Plan and Agreement of Reorganization with Mr. Lino G. Morris, the sole shareholder of Vericash, a Florida corporation.  Under the terms of the Agreement, Vericash was merged with and into InZon Holdco, Inc, the Registrant issued 1,500,000 restricted shares of its common stock, par value $0.001 per share to the VCI Stockholder, and InZon Holdco, Inc changed its name to Vericash Ltd. The Registrant will issue an additional 3,500,000 shares of its common stock over the next two years as part of this transaction.







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On September 17, 2007, the Registrant entered into a written agreement with Good Deal, LLC and InZon Wireless, Inc., a wholly-owned subsidiary of the Registrant. Under the terms of the agreement the Registrant, at closing on October 1, 2007, issued 19,521,527 restricted shares of the Registrants common stock for the transfer to InZon Wireless, Inc. 2,500 shares of South Pacific Management Holdings Limited, a British Virgin Islands company, which represents fifty percent (50%) of the total issued and outstanding capital shares of South Pacific Holdings Limited. Per the agreement 9,760,764 of the shares issued by the Registrant were delivered. The Company had till December 31, 2007 to determine the commercial viability of the commercial license held via SPMH. South Pacific Management Holdings Limited was formed to hold communication licenses in certain Pacific Ocean island areas that are available for development. The company determined the license was not commercially viable so the Company cancelled the retained shares. Due to the lack of commercial viability of the license, the Company impaired the value of the total transaction showing a total impairment loss of $ 2,049,761.



Results of Operations.



(a)

Revenues and Gross Margin Loss.



The Registrant reported $ 21,600 in revenues for three months ended December 31, 2007 compared to $33,800 for the comparable period ending December 31, 2006. The revenue is from software maintenance contracts.



(b)

General, and Administrative Expenses.



General and administrative expenses of $379,534 were incurred in the three months period ended December 31, 2007 compared to $ 373,370 for the same period ended December 31, 2006. The variance  was insignificant to the operations.



(c)

Depreciation and Amortization.



Depreciation and amortization for the three months ended December 31, 2007 was $103,688 compared to $ 97,851 in the three months ended December 31, 2006.  Depreciation is attributable to additional capital equipment acquired through the acquisition of Vericash, Inc.



(d)

Interest Expense.



The Registrant incurred interest charges (net of interest income) of $6,623 in the three months period ended December 31, 2007, compared with $ 3,901 for the same period ending December 31, 2006. The interest expense increase was attributed to additional debt incurred in the past 12 months.



(e)

Impairment Loss



The Company through its subsidiary InZon Wireless, Inc acquired a 50% interest in South Pacific Management Holdings, Ltd. by issuance of 19,521,527 shares. As per the agreement at the date of closing, October 1, 2007, the Company was required to issue 9,760,764 shares and retain 9,760,763 shares to be released subject to further due diligence. The Company determined that the license was not commercially viable so the Company decided to cancel the retained shares. The Company was unable to determine the value of its investment so it has taken an impairment loss on the investment is of $ 2,049,761.



(f)

Income Tax Benefit.



At December 31, 2007, the Registrant had available net operating loss carryforwards of approximately $5.9 million that may provide future tax benefits expiring beginning in September 2026. Because of the uncertainty of future income, the net loss carryforward  has been reserved.





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(g)

Net Loss.



The Registrant reported a net loss of $2,518,006 for the three months ended December 31, 2007 as compared to a net loss of $ 441,322 for the three months ended December 31, 2006.  The loss increase was due to the impairment cost of acquisition of $ 2,049,761.



Capital Expenditures.



The Registrant incurred no capital expenditures during the quarter ended December 31, 2007.



Operating Activities.



The net cash used by operating activities for the three months ended December 31, 2007 was $6,676 as compared to the net cash used of $ 1,443 in the three months ended December 31, 2006.



Investing Activities.



There was no cash used or provided by investing activities during the three months ended December 31, 2007 or 2006



Financing Activities.



There was no cash used or provided by financing activities for the three months ended December 31, 2007 and none for the same period ended December 31, 2006.



Liquidity and Capital Resources.



The Registrant currently has total current assets of $ 23,976 and total current liabilities of $ 3,047,432, resulting in a net working capital deficit of $ 3,023,456.  The Registrant will require additional working capital to continue as a going concern.



Risk Factors Connected with Plan of Operation.



(a)

Limited Prior Operations, History of Operating Losses, and Accumulated Deficit May Affect Ability of Registrant to Survive.



The Registrant has had limited prior operations to date.  Since the Registrants principal activities to date have been limited to organizational activities, it has very little record of any revenue-producing operations.  Consequently, there is only a limited operating history upon which to base an assumption that the Registrant will be able to achieve its business plans.  In addition, the Registrant has only limited assets.  As a result, there can be no assurance that the Registrant will generate significant revenues in the future; and there can be no assurance that the Registrant will operate at a profitable level.  Accordingly, the Registrants prospects must be considered in light of the risks, expenses and difficulties frequently encountered in connection with the establishment of a new business.



The Registrant has incurred a net loss of $2,518,006 for the three months ended December 31, 2007.  At December 31, 2007, the Registrant had an accumulated deficit of $ 8,556,619. This raises substantial doubt about the Registrants ability to continue as a going concern.





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(b)

Need for Additional Financing May Affect Operations and Plan of Business.



The working capital requirements of the Registrant may be significant.  The Registrant anticipates, based on currently proposed assumptions relating to its operations (including with respect to costs and expenditures and projected cash flow from operations), that it must seek financing to continue its operations.  Such financing, when needed, may not be available, or on terms acceptable to management.  In the event that the Registrants plans change or its assumptions change (due to unanticipated expenses, technical difficulties, or otherwise), the Registrant would be required to seek additional financing



If funding is insufficient at any time in the future, the Registrant may not be able to take advantage of business opportunities or respond to competitive pressures, or may be required to reduce the scope of its planned product development and marketing efforts, any of which could have a negative impact on its business and operating results.  In addition, insufficient funding may have a material adverse effect on the companys financial condition, which could require the company to:



·

curtail operations significantly;



·

sell significant assets;



·

seek arrangements with strategic partners or other parties that may require the company to relinquish significant rights to products, technologies or markets; or



·

explore other strategic alternatives including a merger or sale of the company.



To the extent that the Registrant raises additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders.  If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on the Registrants operations.  Regardless of whether the Registrants access to financing proves to be inadequate to meet the companys operational needs, the Registrant may seek to compensate providers of services by issuance of stock in lieu of cash, which may also result in dilution to existing shareholders.



(c)

Independent Auditors Have Expressed Substantial Doubt Ability to Continue as a Going Concern.



In their report dated December 29, 2007, the Registrants independent auditor stated that the financial statements for the year ended September 30, 2007 were prepared assuming that the company would continue as a going concern.  The companys ability to continue as a going concern is an issue raised as a result of cash flow constraint, an accumulated deficit, and recurring losses from operations.  The Registrant continues to experience net losses.  The companys ability to continue as a going concern is subject to the ability to generate a profit and/or obtain necessary funding from outside sources, including obtaining additional funding from the sale of the companys securities, increasing sales or obtaining loans from various financial institutions where possible.  The continued net losses and stockholders deficit increases the difficulty in meeting such goals and there can be no assurances that such methods will prove successful.



(d)

Competition May Affect Operation of Company.



The market in the VoIP industry is intensely competitive and the Registrant expects competition to continue to increase.  In addition some competitors in the Registrants market have longer operating histories, significantly greater financial, technical, marketing and other resources, and greater brand recognition than the company does.  The Registrant also expects to face additional competition as other established and emerging companies enter the VoIP market.  To be competitive, the Registrant believes that it must, among other things, invest significant resources in developing new products, improve its current products and maintain customer satisfaction.  Such investment will increase the Registrants expenses and affect its profitability. In addition, if it fails to make this investment, the Registrant may not be able to compete successfully with its competitors, which could have a material adverse effect on its revenue and future profitability.



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(e)

Technological and Market Changes May Affect Operation of Company.



The markets in which the Registrant competes are characterized by rapid technological change, frequent new product introductions, evolving industry standards and changing needs of customers.  There can be no assurance that the Registrants existing products will continue to be properly positioned in the market or that the company will be able to introduce new or enhanced products into the market on a timely basis, or at all.  Currently, the Registrant is focusing on upgrading and introducing new products.  There can be no assurance that enhancements to existing products or new products will receive customer acceptance.  As competition in the electronic payments industry increases, it may become increasingly difficult for the company to be competitive.



Risks associated with the development and introduction of new products include delays in development and changes in VoIP technology, and operating system technologies that could require the Registrant to modify existing products.  There is also the risk to the Registrant that there may be delays in initial shipments of new products.  Further risks inherent in new product introductions include the uncertainty of price-performance relative to products of competitors, competitors responses to the introductions and the desire by customers to evaluate new products for longer periods of time.



(f)

New Versions of Registrants Products May Contain Errors or Defects.



The Registrants VoIP technology is complex and, accordingly, may contain undetected errors or failures when first introduced or as new versions are released.  This may result in the loss of, or delay in, market acceptance of the Registrants services.  The Registrant may in the future discover errors in new services after their commencement or be required to compensate customers for such limitations or errors, as a result of which the Registrants business, cash flow, financial condition and results of operations could be materially adversely affected.



(g)

No Assurance of Successful and Timely Product Development.



The Registrants services and proposed enhancements are at various stages of development and additional development and testing will be required in order to determine the technical feasibility and commercial viability of the products.



There can be no assurance that the Registrants development efforts will be successfully completed.  The Registrants proposed development schedule may be affected by a variety of factors, many of which will not be within the control of the Registrant, including technological difficulties, access to proprietary technology of others, delays in regulatory approvals, international operating licenses, and the availability of necessary funding.  In light of the foregoing factors, there can be no assurance that the Registrant will be able to complete or successfully commercialize its services.  The inability of the Registrant to successfully complete the development of new services or to do so in a timely manner, could force the Registrant to scale back operations, or cease operations entirely.



(h)

Market Acceptance May Affect Plan of Business.



The Registrants success is dependent on the market acceptance of its services.  Despite the increasing demand for VoIP technology, this industry is not long established and market acceptance of the companys services will be dependent, among other things, upon its quality, ease of use, speed, reliability, and cost effectiveness.  Even if the advantages of the Registrants services are established, the company is unable to predict how quickly, if at all, the services will be accepted by the marketplace.





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(i)

Ability to Compete Dependent on Protection of Proprietary Rights.



The Registrants ability to compete will be dependent in part on the protection of its potential patents, trademarks, trade names, service marks and other proprietary rights.  The Registrant intends to rely on trade secret and copyright laws to protect the intellectual property that it plans to develop, but there can be no assurance that such laws will provide sufficient protection to the Registrant, that others will not develop a service that are similar or superior to the Registrants, or that third parties will not copy or otherwise obtain and use the Registrants proprietary information without authorization.  In addition, certain of the Registrants know-how and proprietary technology may not be patentable.



The Registrant may rely on certain intellectual property licensed from third parties, and may be required to license additional products or services in the future, for use in the general operations of its business plan.  There can be no assurance that these third party licenses will be available or will continue to be available to the Registrant on acceptable terms or at all.  The inability to enter into and maintain any of these licenses could have a material adverse effect on the Registrants business, financial condition or operating results.



There is a risk that some of the Registrants products may infringe the proprietary rights of third parties.  In addition, whether or not the Registrants products infringe on proprietary rights of third parties, infringement or invalidity claims may be asserted or prosecuted against it and it could incur significant expense in defending them.  If any claims or actions are asserted against the Registrant, it may be required to modify its products or seek licenses for these intellectual property rights.  The Registrant may not be able to modify its products or obtain licenses on commercially reasonable terms, in a timely manner or at all.  The Registrants failure to do so could have a negative affect on its business and revenues.



(j)

Dependence on Suppliers May Affect Operation of Company.



The Registrant depends upon broadband Internet connections for moving the traffic of its customers.  There are numerous suppliers of broadband Internet connection with which the Registrant can use to meet its needs for meeting its customers needs.  The Registrant does not foresee an shortage of capacity in the near future but should such a change occur, it could dramatically impact the Registrants business.  The Registrant only has limited control over any supplier as to quality controls and various other factors.



(k)

Control by Officers and Directors Over Affairs of the Registrant May Override Wishes of Other Stockholders.



The Registrants officers and directors currently own approximately 58.3% of the outstanding shares of the Registrants common stock.  As a result, such persons, acting together, have the ability to exercise significant influence over all matters requiring stockholder approval.  In addition, all decisions with respect to the management of the Registrant will be made exclusively by the officers and directors of the Registrant.  Investors will only have rights associated with stockholders to make decisions that affect the Registrant.  Accordingly, it could be difficult for the investors hereunder to effectuate control over the affairs of the Registrant.



Therefore, the success of the Registrant, to a large extent, will depend on the quality of the directors and officers of the company.  Accordingly, no person should invest in the Registrant unless he is willing to entrust all aspects of the management of the company to the officers and directors.



(l)

Loss of Any of Current Management Could Have Adverse Impact on Business and Prospects for Registrant.



The Registrants success is dependent upon the hiring of key administrative personnel.  Only three of the Registrants officers, directors, and key employees have an employment agreement with the Registrant (CEO,COO and CFO); therefore, there can be no assurance that other key personnel will remain employed by the Registrant after the termination of such agreements.  Should any of these individuals cease to be affiliated with the Registrant for any reason before qualified replacements could be found, there could be material adverse effects on the Registrants business and prospects.



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(m)

Limitations on Liability, and Indemnification, of Directors and Officers May Result in Expenditures by Registrant.



Under the Registrants Articles of Incorporation, as amended and restated, and its Bylaws, as restated, the Registrant is permitted to indemnify directors, officers, employees and agents of the company.  In addition, the Nevada Revised Statutes provide for permissive indemnification of officers and directors.  Any indemnification of directors, officer, employees, or agents could result in substantial expenditures being made by the Registrant in covering any liability of such persons or in indemnifying them.



(n)

Potential Conflicts of Interest May Affect Ability of Officers and Directors to Make Decisions in the Best Interests of Registrant.



The officers and directors have other interests to which they devote time, either individually or through partnerships and corporations in which they have an interest, hold an office, or serve on boards of directors, and each will continue to do so notwithstanding the fact that management time may be necessary to the business of the Registrant. As a result, certain conflicts of interest may exist between the Registrant and its officers and/or directors that may not be susceptible to resolution.  All of the potential conflicts of interest will be resolved only through exercise by the directors of such judgment as is consistent with their fiduciary duties to the Registrant.  It is the intention of management, so as to minimize any potential conflicts of interest, to present first to the board of directors to the Registrant, any proposed investments for its evaluation.



(o)

Non-Cumulative Voting May Affect Ability of Shareholders to Influence Registrant Decisions.



Holders of the shares are not entitled to accumulate their votes for the election of directors or otherwise. Accordingly, the holders of a majority of the shares present at a meeting of shareholders will be able to elect all of the directors of the Registrant, and the minority shareholders will not be able to elect a representative to the Registrants board of directors.



(p)

Absence of Cash Dividends May Affect Investment Value of Registrants Stock.



The board of directors does not anticipate paying cash dividends on the shares for the foreseeable future and intends to retain any future earnings to finance the growth of the Registrants business. Payment of dividends, if any, will depend, among other factors, on earnings, capital requirements, and the general operating and financial condition of the Registrant, and will be subject to legal limitations on the payment of dividends out of paid-in capital.



(q)

No Assurance of Public Trading Market and Risk of Low Priced Securities May Affect Market Value of Registrants Stock.



The Securities and Exchange Commission (SEC) has adopted a number of rules to regulate penny stocks.  Such rules include Rule 3a51-1 and Rules 15g-1 through 15g-9 under the Securities Exchange Act of 1934, as amended.  Because the securities of the Registrant may constitute penny stocks within the meaning of the rules (as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, largely traded in the Over the Counter Bulletin Board or the Pink Sheets), the rules would apply to the Registrant and to its securities.





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The SEC has adopted Rule 15g-9 which established sales practice requirements for certain low price securities.  Unless the transaction is exempt, it shall be unlawful for a broker or dealer to sell a penny stock to, or to effect the purchase of a penny stock by, any person unless prior to the transaction: (i) the broker or dealer has approved the persons account for transactions in penny stock pursuant to this rule and (ii) the broker or dealer has received from the person a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased.  In order to approve a persons account for transactions in penny stock, the broker or dealer must: (a) obtain from the person information concerning the persons financial situation, investment experience, and investment objectives; (b) reasonably determine that transactions in penny stock are suitable for that person, and that the person has sufficient knowledge and experience in financial matters that the person reasonably may be expected to be capable of evaluating the risks of transactions in penny stock; (c) deliver to the person a written statement setting forth the basis on which the broker or dealer made the determination (i) stating in a highlighted format that it is unlawful for the broker or dealer to affect a transaction in penny stock unless the broker or dealer has received, prior to the transaction, a written agreement to the transaction from the person; and (ii) stating in a highlighted format immediately preceding the customer signature line that (iii) the broker or dealer is required to provide the person with the written statement; and (iv) the person should not sign and return the written statement to the broker or dealer if it does not accurately reflect the persons financial situation, investment experience, and investment objectives; and (d) receive from the person a manually signed and dated copy of the written statement.  It is also required that disclosure be made as to the risks of investing in penny stock and the commissions payable to the broker-dealer, as well as current price quotations and the remedies and rights available in cases of fraud in penny stock transactions.  Statements, on a monthly basis, must be sent to the investor listing recent prices for the Penny Stock and information on the limited market.



There has been no public market for the common stock of the Registrant.  The Registrant is applying for listing on the Over the Counter Bulletin Board.  However, until such times as the common stock of the Registrant is so listed, if it is successful in such application, and even thereafter, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the market value of the Registrants securities.  The regulations governing penny stocks, as set forth above, sometimes limit the ability of broker-dealers to sell the Registrants common stock and thus, ultimately, the ability of the investors to sell their securities in the secondary market.



Potential shareholders of the Registrant should also be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse.  Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses.  The Registrants management is aware of the abuses that have occurred historically in the penny stock market. Although the Registrant does not expect to be in a position to dictate the behavior of the market or of broker dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to the Registrants securities.



(r)

Shares Eligible For Future Sale May Afect Price of Common Stock.



All of the shares of common stock that are currently held, directly or indirectly, by management have been issued in reliance on the private placement exemption under the Securities Act of 1933.  Such shares will not be available for sale in the open market without separate registration except in reliance upon Rule 144 under the Securities Act of 1933.  In general, under Rule 144 a person (or persons whose shares are aggregated) who has beneficially owned shares acquired in a non-public transaction for at least one year, including persons who may be deemed affiliates of the Registrant (as that term is defined under that rule) would be entitled to sell within any three-month period a number of shares that does not exceed the greater of 1% of the then outstanding shares of common stock, or the average weekly reported trading volume during the four calendar weeks preceding such sale, provided that certain current public information is then available.  If a substantial number of the shares owned by these shareholders were sold pursuant to Rule 144 or a registered offering, the market price of the common stock could be adversely affected.



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Critical Accounting Policies.



The SEC has issued Financial Reporting release No. 60, Cautionary Advice Regarding Disclosure About Critical Accounting Policies (FRR 60); suggesting companies provide additional disclosure and commentary on their most critical accounting policies.  In FRR 60, the SEC defined the most critical accounting policies as the ones that are most important to the portrayal of a companys financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain.  Based on this definition, the Registrants most critical accounting policies include the use of estimates in the preparation of financial statements.  The methods, estimates and judgments the Registrant uses in applying these most critical accounting policies have a significant impact on the results the Registrant reports in its financial statements.



The preparation of the financial statements contained in this report requires the company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  On an on-going basis, the Registrant evaluates these estimates, including those related to revenue recognition and concentration of credit risk.  The Registrant bases its estimates on historical experience and on various other assumptions that is believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.



Forward Looking Statements.



The foregoing plan of operations contains forward looking statements within the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended.  The words believe, expect, anticipate, intends, forecast, project, and similar expressions identify forward-looking statements.  These are statements that relate to future periods and include, but are not limited to, statements as to the Registrants estimates as to the adequacy of its capital resources, its need and ability to obtain additional financing, the features and benefits of its products, its operating losses and negative cash flow, and its critical accounting policies.  Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, those discussed above, as well as risks related to the Registrants ability to develop new technology and introduce new products and its ability to protect its intellectual property.  These forward-looking statements speak only as of the date hereof.  The Registrant expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.



ITEM 3.

CONTROLS AND PROCEDURES.



Evaluation of Disclosure Controls and Procedures.



As of the end of the period covered by this report, the Registrant carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (Exchange Act). This evaluation was done under the supervision and with the participation of the Registrants chief executive officer and its chief financial officer. Based upon that evaluation, they concluded that the Registrants disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to satisfy the Registrant's disclosure obligations under the Exchange Act.



Changes in Disclosure Controls and Procedures.



There were no significant changes in the Registrants disclosure controls and procedures, or in factors that could significantly affect those controls and procedures, since their most recent evaluation.





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PART II  OTHER INFORMATION



ITEM 1.

LEGAL PROCEEDINGS.



The Company is party to three legal actions as set forth below.  The Company believes it has adequately accounted for the potential liabilities which may result from these legal actions.



On November 8, 2006, in civil proceedings styled Ipex, Inc. v. InZon Corporation, as Case Number GIC864677, in the Superior Court of San Diego County, California, an uncontested judgment including attorneys fees and court costs, in the original amount of $559,166.00, was entered against the Company. To date, the judgment holder has not taken any action to enforce the judgment against the Company or it assets;



The Company is a defendant in civil proceedings initiated during the fiscal year ending September 30, 2007, styled Verisign, Inc. v. Inzon Corporation, as Case Number 50 2007 CA 019126XXXXMBAO, in the Circuit Court of the Fifteenth Judicial District, Palm Beach County, Florida. The Company has negotiated a settlement of all claims of the plaintiff for $14,000, payable in 14 monthly installments commencing February 15, 2008; and



The Company is a defendant in civil proceedings initiated during the fiscal year ending September 30, 2007, styled Starvox Communications, Inc. v. Inzon Corporation, as Case Number 50 2007 CA 9642XXXXMB, in the Circuit Court of the Fifteenth Judicial District, Palm Beach County, Florida, in which the plaintiff seeks to recover $149,263 plus attorneys fees and costs under a written contract between the parties for the purchase and sale of telecommunication services. The Company through outside counsel has moved the Court for dismissal based on mandatory arbitration and State of New York venue and jurisdictional provisions in the underlying contract. The likely outcome of such litigation is presently unknown, as the plaintiff may be unable to establish that the Company is subject to the jurisdiction of the courts of the State of New York.



ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.



During the period ending December 31, 2007, the Registrant issued 9,760,764 net shares ($0.21per share) for an acquisition by Inzon Microwave, Inc., a subsidiary of the Registrant with a total value of $ 2,049,761.



ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.



Not Applicable.



ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.



None



ITEM 5.

OTHER INFORMATION.



None.



ITEM 6.

EXHIBITS.



Exhibits included or incorporated by reference herein are set forth in the attached Exhibit Index.



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---

SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                          |  |     |                         | 
|------------------------- |  | --- | ----------------------- | 
|                          |  |     | InZon Corporation      
|                          |  |     |                        
|                          |  |     |                         | 
|Dated:  February 19, 2008 |  | By: | /s/ Sidney Camper III   | 
|                          |  |     | Sidney Camper III       | 
|                          |  |     | Chief Executive Officer | 
|                          |  |     |                         | 
|Dated: February 19, 2008  |  | By: | Richard Dea             | 
|                          |  |     | Richard Dea             | 
|                          |  |     | Chief Financial Officer | 



22





---

EXHIBIT INDEX



|       |  |                                                                                  
|------ |  | ---------------------------------------------------------------------------------
|Number |  | Description                                                                      
|       |  |                                                                                  
|31.1   |  | Rule 13a-14(a)/15d-14(a) Certification of Sidney Camper III (filed herewith).    
|       |  |                                                                                  
|31.2   |  | Rule 13a-14(a)/15d-14(a) Certification of Richard Dea (filed herewith).          
|       |  |                                                                                  
|32     |  | Section 1350 Certification of Sidney Camper III and Richard Dea (filed herewith).





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