UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM 10-K





x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT
      OF 1934





For
the fiscal year ended June 30, 2009





or





 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





Commission
file number: 333-127347





PROVISION
HOLDING, INC.


(Exact
name of registrant as specified in its charter)





State
      of Nevada
            20-0754724(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)9253
      Eton Avenue, Chatsworth, California
            91311(Address
      of principal executive officers)
            (Zip
      Code)





Registrant’s
telephone number, including area code (818) 775-1624





Securities
registered pursuant to Section 12(b) of the Act: None.





Securities
registered pursuant to Section 12(g) of the Act: Common Stock, par value
$0.001





(Title
of Class)





Indicate
by check mark if the registrant is a well known seasoned issuer, as defined in
Rule 405 of the Securities Act.   ̈  Yes  x  No





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  ̈ Yes x  No





Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Sections 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) has been subject to such filing
requirements for the past 90 days.  x  Yes     ̈  No





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).   ̈  Yes   ̈  No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  x





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer    ̈
            
            
            Accelerated
      filer    ̈Non-accelerated
      filer    ̈
            
            
            Smaller reporting company  x





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





The
aggregate market value of the voting and non-voting stock held by non-affiliates
of the registrant, based on the closing price of these shares on the OTC
Bulletin Board on December 31, 2008, was $740,797. For the purposes of this
disclosure only, the registrant has assumed that its directors, executive
officers and beneficial owners of 5% or more of the registrant’s common stock
are affiliates of the registrant.





As of
November 12, 2009, there were 27,637,644 shares of the registrant’s common stock
outstanding.





Documents
Incorporated by Reference: None


1





TABLE OF CONTENTS





Page No.PART IItem
      1.
            
            Business
            
            3Item 1A.
            
            Risk
      Factors
            
            6Item
      2.
            
            Properties
            
            7Item
      3.
            
            Legal
      Proceedings
            
            7Item
      4.
            
            Submission
      of Matters to a Vote of Security Holders
            
            7PART IIItem
      5.
            
            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
            
            7Item
      6.
            
            Selected
      Financial Data
            
            8Item
      7.
            
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            
            9Item 7A.
            
            Quantitative
      and Qualitative Disclosures about Market Risk
            
            9Item
      8.
            
            Financial
      Statements and Supplementary Data
            
            15Item
      9.
            
            Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure
            
            15Item 9A.
            
            Controls
      and Procedures
            
            15Item
      9B.
            
            Other
      Information
            
            16PART IIIItem 10.
            
            Directors,
      Executive Officers and Corporate Governance
            
            17Item
      11.
            
            Executive
      Compensation
            
            19Item
      12.
            
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            
            20Item
      13.
            
            Certain
      Relationships and Related Transactions and Director
      Independence
            
            21Item
      14.
            
            Principal
      Accounting Fees and Services
            
            21PART IVItem
      15.
            
            Exhibits,
      Financial Statement Schedules
            
            22Signatures
            
            23


2


FORWARD LOOKING STATEMENTS





This
Annual Report on Form 10-K contains forward-looking statements regarding our
business, financial condition, results of operations and prospects. Words such
as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,”
“estimates” and similar expressions or variations of such words are intended to
identify forward-looking statements, but are not deemed to represent an
all-inclusive means of identifying forward-looking statements as denoted in this
Annual Report on Form 10-K. Additionally, statements concerning future matters
are forward-looking statements.





Although
forward-looking statements in this Annual Report on Form 10-K reflect the good
faith judgment of our management, such statements can only be based on facts and
factors currently known by us. Consequently, forward-looking statements are
inherently subject to risks and uncertainties and actual results and outcomes
may differ materially from the results and outcomes discussed in or anticipated
by the forward-looking statements. Such forward-looking statements are subject
to a number of risks, assumptions and uncertainties that could cause the
Company's actual results to differ materially from those projected in such
forward-looking statements. These risks, assumptions and uncertainties include:
the ability to develop customers and generate revenues; the ability to compete
effectively in a rapidly evolving marketplace; the impact of technological
change; our ability to protect our intellectual property in the United States
and other countries; our ability to raise capital to implement our business
plan; and other risks referenced from time to time in the Company's filings with
the Securities and Exchange Commission.





We
undertake no obligation to revise or update any forward-looking statements in
order to reflect any event or circumstance that may arise after the date of this
Annual Report on Form 10-K, except as required by law. Readers are urged to
carefully review and consider the various disclosures made throughout the
entirety of this Annual Report, which are designed to advise interested parties
of the risks and factors that may affect our business, financial condition,
results of operations and prospects.





PART
I





ITEM 1.
            DESCRIPTION OF
BUSINESS.





References
to “we”, “us”, “our” and similar words refer to ProVision. References to
“MailTec” refer to the Company and its business prior to the reverse
acquisition.





Business
History and Overview





We were
incorporated in Nevada under the name MailTec, Inc. on February 9,
2004.  Pursuant to an Agreement and Plan of Merger, dated February 14,
2008, which was amended and restated on February 27, 2008 (as amended and
restated, the “Agreement”), MailTec, Inc. with ProVision Merger Corp., a Nevada
corporation and wholly owned subsidiary of the Company (the “Subsidiary”) and
Provision Interactive Technologies, Inc., a California corporation
(“ProVision”), the Subsidiary merged into ProVision, and ProVision became a
wholly owned subsidiary of the Company. As consideration for the merger of the
Subsidiary into ProVision, the Company issued 20,879,350 shares of the Company’s
common stock to the shareholders, creditors, and certain warrant holders of
ProVision, representing approximately 86.5% of the Company’s aggregate issued
and outstanding common stock, and the outstanding shares and debt, and those
warrants whose holders received shares of the Company’s common stock, of
ProVision were transferred to the Company and cancelled.  Effective
February 28, 2008, pursuant to the Agreement, ProVision became a wholly owned
subsidiary of the Company. The acquisition of ProVision is treated as a reverse
acquisition, and the business of ProVision became the business of the Company.
At the time of the reverse acquisition, MailTec was not engaged in any active
business.





We are
located in Chatsworth and focused on the development and distribution of our
patented three-dimensional, holographic interactive video displays focused at
grabbing and holding consumer attention particularly and initially in the
advertising and product merchandising markets. The systems display a moving 3D
image size to forty inches in front of the display, projecting a digital video
image out into space detached from any screen, rendering truly independent
floating images featuring high definition and crisp visibility from far
distances. The nearest comparable to this technology can be seen in motion
pictures such as Star Wars and Minority Report, where objects and humans are
represented through full-motion holograms. In addition to selling the hardware
for our patented three-dimensional, holographic interactive video displays, we
are building our business into a digital media company offering advertising on a
network of our 3D holographic video displays.





We have a
limited operating history upon which an investor can evaluate our business
prospects, which makes it difficult to forecast our future operating results, in
light of the risks, uncertainties and problems frequently encountered by
companies with limited operating histories. These include, but are not limited
to, competition, the need to develop customers and market expertise, market
conditions, sales, and marketing and governmental regulation.




3





Products
and Services





We
believe we are well positioned to capitalize on the advertiser’s demand.
ProVision’s HoloVisionTM display offers advertisers and customers an opportunity
to reach a highly sought-after, captive audience outside the home, in familiar
settings like grocery stores, malls, convenience stores, gas stations, banks and
other retail locations. We reach the consumer and business professional at the
critical time - when they are away from their homes and businesses and when they
are making their buying decisions.





ProVision
is marketing our patented three-dimensional, holographic interactive video
display and is also developing and marketing several new point-of-purchase, and
other devices, tailored to specific industries with major international
companies or readying to begin shortly; including the medical, entertainment,
government and home markets.  ProVision’s floating image display
technologies have multiple potential market applications across a broad spectrum
of industries. In addition to hardware sales, we are initially focusing our
efforts on the point-of-purchase and advertising markets.





Business
Development





Launching
our first products into grocery stores, we have developed a new patent pending
application. Known as the “3DEO Rewards Center” or “3DEO”, this ProVision device
projects 3D video advertisements and allows consumers to print coupons as well
as receive non-cash awards. The 3DEO device provides food companies and other
advertisers with a new way of promoting their products at the point of purchase,
where consumers are making seventy percent of their buying
decisions.





We tested
our concept in Fred Meyer Stores, a division of The Kroger, Co., installing 3DEO
Centers in the Pacific Northwest. We received advertising placements from some
of the largest manufacturers in the country, including Unilever, Proctor &
Gamble, Johnson & Johnson, BIC and Kimberly Clark. The manufacturers’ will
advertise through digital coupons that customers will receive from Provision’s
3DEO Media Centers.





We plan
to build, own, and operate networks of 3DEO Rewards Centers.  In March
2008 we signed three-year agreements with several independent Hispanic grocery
store chains to install 3DEO Reward Centers in 47 locations in southern
California.  In September 2008, we signed an agreement with the Long
Island Gasoline Retailers Association (“LIGRA”) to install its patented 3D
holographic displays in up to 800 member stores throughout New York. Provision’s
displays will be located inside the independent convenience stores of major
franchise gasoline retailers including Shell, ExxonMobil, Citgo, Sunoco, BP,
Amoco and Gulf.





We signed
a five-year agreement with ADCENTRICITY, Inc. to sell advertising on our digital
signage network.  We also signed a letter of intent with LocalAdLink
to support our local and regional advertising sales.





In April
2008, we announced that we sold an HL40D system to one of the nation’s
leading quick service restaurant chains, which will begin testing applications
for the 3D holographic unit immediately.  The quick service restaurant
chain will be exploring everything from digital signage to interactive kiosk
order stations, drive through uses, and the effects from various “marketing
zones” within and around the store property.





Provision
announced in May 2008 that is working with one of the world’s largest coffee
franchises to test a variety of in-store digital signage applications utilizing
Provision’s HL40D displays. Once successful, Provision will install up to 109
systems in the quick service chain’s greater New York City area
stores.  Testing will include projecting full color, high definition
3D videos one meter in front of the display screen, through the front store
window and onto the sidewalk. The system will also be tested as an indoor
merchandiser and advertising screen to promote up-selling, launch new products
and leverage advertising space in high traffic areas.





We will
require significant additional funds to complete our business development. We
cannot be certain that funding will be available on acceptable terms, or at all.
To the extent that we raise additional funds by issuing equity securities, our
stockholders may experience significant dilution. Any debt financing, if
available, may involve restrictive covenants that impact our ability to conduct
our business. If we are unable to raise additional capital on acceptable terms,
or at all, we may have to significantly delay, scale back or discontinue the
development and/or commercialization of one or more of our product candidates,
restrict our operations or obtain funds by entering into agreements on
unattractive terms.


Competition





The
competition for ProVision’s patented (issued, approved and pending) and
proprietary floating image technology includes alternative 3D projection systems
currently in the marketplace.





Fresnel-Based
Technology





Competing
companies using Fresnel optics in their display systems include Visucom. Such
displays are only capable of projecting very narrow viewing angles and “soft”
less focused images. This company’s core fresnel-based technology is different
in principle and effect than that utilized by ProVision.





●
            Visucom:
      German-based Visucom is an advertising company that produces display
      systems using traditional Fresnel technology. Visucom offers a 3D image
      display called “MotionPro” which could be considered competitive to
      ProVision’s HoloTM line.





Reflective-Based
Technology





●
            Optical
      Products Development Corporation (“OPD”) is a company that produces optics
      and display systems primarily for aerospace, commercial aviation, and
      other industries requiring high-precision optics. While they also create
      3D display systems for communications and advertising, very few of their
      products have been seen on the market. In addition, their marketing
      officer recently revealed that they have no product installations in the
      U.S. However, OPD has recently licensed their technology to Sammy, a
      Japanese electronics manufacturer.





●
            OPD’s
      only product that offers a 3D image display, which would be considered
      competitive to ProVision, is called “Volumatrix 3D”. In contrast to
      Volumatrix, ProVision floating image displays can project images up to
      400% further into space, provide 20% wider viewing angels, 80% greater
      contrast, and higher superior brightness and resolution that is clearly
      visible. Additionally, the use of videotapes by OPD presents obvious
      limitations in terms of updating and interfacing
  content.





Autostereoscopic-Based
Technology





ProVision’s
floating image display systems project full-motion 3D digital streaming
media 9”- 40” into space detached from the
display unit into free space and should not be confused with autostereoscopic
systems. Autostereoscopic 3D systems produced by various firms layer two or more
LCD screens while utilizing filters and collumnators to provide the illusion of depth
perception. Such systems are only capable of displaying digital content attached
to layered screens with all images being contained within the actual display
unit.





·
            Phillips
      is the leading company producing autostereoscopic displays for the retail
      market. Due to the inherent nature of this technology the end result of
      their product line results in the following characteristics: eye strain,
      nausea, low resolution, low brightness and poor quality imagery. Their
      major advantage might be characterized by their “flat screens” and
      slightly wider viewing angles.·
            Sharp
      sells 3D autostereoscopic laptop computers. They launched this product 3
      years ago.·
            Deep
      Light is a two-year old start up company developing autostereoscopic
      displays.·
            See
      Real is a 3-year old R&D company located in Germany. They introduced a
      prototype autostereoscopic display at Infocomm in 2005.
              
              ·Newsight
      is a company that sells 3D autostereoscopic displays similar to Phillips,
      however, they have not been too successful, somewhat or the same reasons
      as Phillips, as stated above.  Newsight has been a company that
      has been ‘born again’ under various names during its history including
      X3D, Opticality, 4D Vision, as they’ve continued to seek capital
      investment for R&D and market launch.  Their limitations are
      the same as Phillips.





4





Other
Displays





·
            IO2
      Technology (“IO2”) is a San Francisco technology-based development company
      exploring future display technologies for corporate customers, which
      includes one-of-a-kind displays for the defense industry. They in their
      second generation of “embryonic development”. Their “Heliodisplay” product
      displays their imagery in mid-air. Heliodisplay ejects “modified air” from
      the system and is then illuminated to create the floating image. There is
      a market concern that something is added to the air which will change the
      room’s environment, air quality or other condition unknown to the
      user.





Employees





As of
September 30, 2009 we have 6 employees. None of our employees is represented by
a labor union. We have not experienced any work stoppages and we consider
relations with our employees to be good.  The company also uses
independent contractors to support administration, marketing, sales and field
support activities.





Research and
Development





Research
and Development Activities





At
present, Provision’s patents and patent applications are supplemented by
substantial intellectual property we are currently protecting as trade secrets
and proprietary know-how.  This includes matter related to all three
product lines.  We expect to file additional patent applications on a
regular basis in the future.





We
believe that Provision’s intellectual property and expertise constitutes an
important competitive resource, and we continue to evaluate the markets and
products that are most appropriate to exploit this expertise. In addition, we
maintain an active program of intellectual property protection, both to assure
that the proprietary technology developed by us is appropriately protected and,
where necessary, to assure that there is no infringement of Provision’s
proprietary technology by competitive technologies.





Research
and development expenses for the year ended June 30, 2009 increased 8% to
$170,986 from $157,767 for the year ended June 30, 2008.  Our research
and development expense is primarily related to two key employees that provide
specialized services.




Intellectual
Property





The
following table summarizes the status of ProVision patents and patent
applications, copyrights, and trademarks, as of the date hereof, in each
instance, ProVision owns all right, title and interest, and no licenses,
security interests, or other encumbrances have been granted on such patents,
patent applications, copyrights, and trademarks. Our various pending patents
involve sets of rules to eliminate boundary transgressions and maximize the
clarity of a three dimensional aerial images. Additional patents are focused
around various product applications, designs, and systems.





Product
              Supported
            Patent/
              Registration
      No.
            Title
            Status
            Type


HoloVision
            D526,
      647
            3DEO
            Issued
            Design
      patentHoloVision
            D527,
      729
            3DEO
            Issued
            Design
      patentHoloVision
            13226/2004
            N/A
            Issued
            Design
      patentHoloVision
            D506,
      464
            Aerial
      Display System
            Issued
            Design
      patentHoloVision
            D505,
      948
            Aerial
      Display System
            Issued
            Design
      patentHoloVision
            D506,
      756
            Aerial
      Display System
            Issued
            Design
      patentHoloVision
            6,808,268
            Projection
      system for aerial display
            Issued
            Utility
      patentHoloVision
            3,118,432
            Promotions
      You Experience
            Issued
            TrademarkCorporate
            2,706,431
            PITI
            Issued
            TrademarkCorporate
            2,699,733
            PEI
            Issued
            TrademarkHoloVision
            2,699,732
            Holosoft
            Issued
            TrademarkHoloVision
            TXu1-198-776
            Coupon
      Software
            Issued
            CopyrightHoloVision
            VAu628-125
            Coupon
      GUI
            Issued
            CopyrightHoloVision
            TXu1-180-982
            HoloSoft
            Issued
            CopyrightHoloVision
            60/984,340
            HLXX
            Pending
      (provisional)
            Utility
      patentHoloVision
            PCT/US07/76554
            Plastic
      Mirror Methods
            Pending
            Utility
      patentHoloVision
            PCT/US07/76574
            Aerial
      Display Systems
              with
      Plastic Optic
            Pending
            Utility
      patentHoloVision
            PCT/US07/76572
            Apparatus
      with Aerial
              with
      Plastic Optic
            Pending
            Utility
      patentHoloVision
            PCT/US07/76568
            Apparatus
      for Image
              with
      Plastic Optic
            Pending
            Utility
      patentHoloVision
            PCT/US07/76566
            Aerial
      Image Display
              with
      Plastic Optic
            Pending
            Utility
      patentHoloVision
            PCT/US07/76361
            Projection
      System
              with
      Plastic Optic
            Pending
            Utility
      patentHoloVision
            11/843,109
            Plastic
      Mirror Methods
            Pending
            Utility
      patentHoloVision
            11/843,144
            Aerial
      Display Systems
              with
      Plastic Optic
            Pending
            Utility
      patentHoloVision
            11/843,139
            Apparatus
      with Aerial
              with
      Plastic Optic
            Pending
            Utility
      patentHoloVision
            11/843,134
            Apparatus
      for Image
              with
      Plastic Optic
            Pending
            Utility
      patentHoloVision
            11/843,125
            Aerial
      Image Display
              with
      Plastic Optic
            Pending
            Utility
      patentHoloVision
            11/843,115
            Projection
      System
              with
      Plastic Optic
            Pending
            Utility
      patentHoloVision
            N/A
            Apparatus
      for image
            Pending
            Utility
      patent (divisional)HoloVision
            200620136608.8
            Aerial
      Display Systems
              with
      Plastic Optic
            Pending
            Utility
      patentHoloVision
            200620136607.3
            Apparatus
      with Aerial
              with
      Plastic Optic
            Pending
            Utility
      patentHoloVision
            200620137112.2
            Apparatus
      for Image
              with
      Plastic Optic
            Pending
            Utility
      patentHoloVision
            200620136605.4
            Aerial
      Image Displaywith Plastic Optic
            Pending
            Utility
      patentHoloVision
            200620136604.X
            Projection
      System with Plastic Optic
            Pending
            Utility
      patent





5




Product
              Supported
            Patent/
              Registration
      No.
            Title
            Status
            TypeHoloVision
            60/839,740
            Low
      Cost Plastic Optic
            Pending
            Utility
      patentHoloVision
            78/917,316
            Built
      with Technology
            Pending
            TrademarkHoloVision
            78/917,306
            Technology
            Pending
            TrademarkHoloVision
            78/917,286
            Holocasting
            Pending
            TrademarkHoloVision
            78/663,888
            HoloMedia
            Pending
            TrademarkHoloVision
            29/260,118
            3DEO
            Pending
            Design
      patentHoloVision
            78/615,380
            3DEO
      Rewards Program
            Pending
            TrademarkHoloVision
            78/615,364
            3DEO
            Pending
            TrademarkHoloVision
            11/105,857
            Aerial
      Display System
            Pending
            Utility
      patentHoloVision
            11/059,575
            Coupon/Product
              Dispensing
      Kiosk
            Pending
            Utility
      patentHoloVision
            PCT/US03/25506
            Projection
      system
              for
      aerial display
            Pending
            Utility
      patentHoloVision
            N/A
            Holovision
            Allowed
            Common
      law trademark





At
present, our patents and patent applications are supplemented by substantial
intellectual property we are currently protecting as trade secrets and
proprietary know-how. This includes matter related to all three product lines.
We expect to file additional patent applications on a regular basis in the
future.





We
believe that our intellectual property and expertise constitutes an important
competitive resource, and we continue to evaluate the markets and products that
are most appropriate to exploit this expertise. In addition, we maintain an
active program of intellectual property protection, both to assure that the
proprietary technology developed by us is appropriately protected and, where
necessary, to assure that there is no infringement of our proprietary technology
by competitive technologies.





We rely
on a combination of patent, patent pending, copyright, trademark and trade
secret laws, proprietary rights agreements and non-disclosure agreements to
protect our intellectual properties.  We cannot give any assurance that
these measures will prove to be effective in protecting our intellectual
properties.  We also cannot give any assurance that our existing patents
will not be invalidated, that any patents that we currently or prospectively
apply for will be granted, or that any of these patents will ultimately provide
significant commercial benefits.  Further, competing companies may
circumvent any patents that we may hold by developing products which closely
emulate but do not infringe our patents.  While we intend to seek patent
protection for our products in selected foreign countries, those patents may not
receive the same degree of protection as they would in the United States.
 We can give no assurance that we will be able to successfully defend our
patents and proprietary rights in any action we may file for patent
infringement.  Similarly, we cannot give any assurance that we will not be
required to defend against litigation involving the patents or proprietary
rights of others, or that we will be able to obtain licenses for these rights.
 Legal and accounting costs relating to prosecuting or defending patent
infringement litigation may be substantial.





We also
rely on proprietary designs, technologies, processes and know-how not eligible
for patent protection.  We cannot give any assurance that our competitors
will not independently develop the same or superior designs, technologies,
processes and know-how.





While we
have and will continue to enter into proprietary rights agreements with our
employees and third parties giving us proprietary rights to certain technology
developed by those employees or parties while engaged by us, we can give no
assurance that courts of competent jurisdiction will enforce those
agreements.





Item 1A.
            RISK FACTORS.





The
Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange
Act and is not required to provide the information required under this
item.




6





An
investment in the our common stock involves a high degree of risk. In
determining whether to purchase our common stock, an investor should carefully
consider all of the material risks described below, together with the other
information contained in this report before making a decision to purchase our
securities. An investor should only purchase our securities if he or she can
afford to suffer the loss of his or her entire investment.





ITEM 2.
            PROPERTIES.





Our
principal executive offices are located at 9253 Eton Avenue, Chatsworth,
California 91311. The offices consist of approximately 7,500 square feet, which
are leased on a month to month basis for approximately $6,200 per month for rent
and related costs. We believe that our properties are adequate for our current
and immediately foreseeable operating needs. We do not have any policies
regarding investments in real estate, securities or other forms of property.








ITEM 3.
            LEGAL
PROCEEDINGS.





There are
no material legal proceedings, to our knowledge, pending against us or being
pursued by us.





ITEM 4.
            SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS.





None.







PART
II





ITEM 5.
            MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
      MATTERS AND ISSUER PURCHASES OF EQUITY
  SECURITIES.





Our
common stock is listed on the OTC Bulletin Board, under the symbol “PVHO” The
following table sets forth the high and low bid and offer prices, as provided by
OTCBB for the quarters in fiscal years 2009 and 2008:





FISCAL
      YEAR
            
            
            FISCAL
      YEAR2009
            
            
            2008HIGH
            
            
            LOW
            
            
            HIGH
            
            
            LOW1st
      Quarter
            
            $
            2.80
            
            
            $
            0.55
            
            
            $
            4.04
            
            
            $
            4.042nd
      Quarter
            
            $
            1.00
            
            
            $
            0.05
            
            
            $
            4.04
            
            
            $
            0.103rd
      Quarter
            
            $
            0.40
            
            
            $
            0.06
            
            
            $
            1.84
            
            
            $
            1.004th
      Quarter
            
            $
            0.24
            
            
            $
            0.08
            
            
            $
            1.80
            
            
            $
            0.90





There was
no trading activity, other than one trade of 125 shares between July 1, 2007 and
February 28, 2008, the effective date of our reverse merger. There is currently
irregular trading in our common stock.  Our stock price may fluctuate
dramatically in the future in response to various factors, some of which are
beyond our control:





As of
November 12, 2009, there were approximately 530 holders of record of our common
stock.





Dividends





We have
never declared or paid any cash dividends on its common stock. We currently
intend to retain future earnings, if any, to finance the expansion of its
business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.





7


Securities
Authorized for Issuance Under Equity Compensation Plans





The
following table shows information with respect to each equity compensation plan
under which our common stock is authorized for issuance as of the fiscal year
ended June 30, 2009.





EQUITY
COMPENSATION PLAN INFORMATION





Plan
      category
            
            Number
      of securities
              to
      be issued upon
              exercise
      of
              outstanding
      options,
              warrants
      and rights
            
            
            Weighted
      average
              exercise
      price of outstanding options,
              warrants
      and rights
            
            
            Number
      of securities
              remaining
      available for future issuance under equity compensation plans (excluding
      securities reflected in column (a)(a)
            
            
            (b)
            
            
            (c)Equity
      compensation plans approved by security holders
            
            
            3,212,472
            
            
            $
            1.50
            
            
            
            1,047,197Equity
      compensation plans not approved by security holders
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/ATotal
            
            
            3,212,472
            
            
            $
            1.50
            
            
            
            1,047,197








Pursuant
to the Agreement, an option to purchase a share of common stock of ProVision was
automatically converted into an option to purchase two shares of our common
stock.





ITEM 6.
            SELECTED FINANCIAL
DATA





Not
applicable.








8







ITEM 7.
            MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
      CONDITION AND RESULTS OF
OPERATIONS.








Forward-Looking
Statements





Some of
the statements contained in this Form 10-K that are not historical facts are
“forward-looking statements” which can be identified by the use of terminology
such as “estimates,” “projects,” “plans,” “believes,” “expects,” “anticipates,”
“intends,” or the negative or other variations, or by discussions of strategy
that involve risks and uncertainties. We urge you to be cautious of the
forward-looking statements, that such statements, which are contained in this
Form 10-Q, reflect our current beliefs with respect to future events and involve
known and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No assurances can be
given regarding the achievement of future results, as actual results may differ
materially as a result of the risks we face, and actual events may differ from
the assumptions underlying the statements that have been made regarding
anticipated events. Factors that may cause actual results, our performance or
achievements, or industry results, to differ materially from those contemplated
by such forward-looking statements include without limitation:





·
            Our
      ability to attract and retain management, and to integrate and maintain
      technical information and management information
  systems;





·
            Our
      ability to raise capital when needed and on acceptable terms and
      conditions;





·
            The
      intensity of competition; and





·
            General
      economic conditions.





All
written and oral forward-looking statements made in connection with this Form
10-K that are attributable to us or persons acting on our behalf are expressly
qualified in their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.





Business
Overview





On
February 14, 2008, MailTec, Inc. (now known as Provision Holding, Inc.) (the
“Company”) entered into an Agreement and Plan of Merger, which was amended and
restated on February 27, 2008 (as amended and restated, the “Agreement”), and
closed effective February 28, 2008, with ProVision Merger Corp., a Nevada
corporation and wholly owned subsidiary of the Company (the “Subsidiary”) and
Provision Interactive Technologies, Inc., a California corporation
(“Provision”).  Pursuant to the Agreement, the Subsidiary merged into
Provision, and Provision became a wholly owned subsidiary of the Company. As
consideration for the merger of the Subsidiary into Provision, the Company
issued 20,879,350 shares of the Company’s common stock to the shareholders,
creditors, and certain warrant holders of Provision, representing approximately
86.5% of the Company’s aggregate issued and outstanding common stock, and the
outstanding shares and debt, and those warrants whose holders received shares of
the Company’s common stock, of Provision were transferred to the Company and
cancelled.





The
Company and Provision are focused on the development and distribution of
Provision’s patented three-dimensional, holographic interactive displays focused
at grabbing and holding consumer attention particularly and initially in the
advertising and product merchandising markets.  The systems display a
moving 3D image size to forty inches in front of the display, projecting a
digital video image out into space detached from any screen, rendering truly
independent floating images featuring high definition and crisp visibility from
far distances.  The nearest comparable to this technology can be seen
in motion pictures such as Star Wars and Minority Report, where objects and
humans are represented through full-motion holograms.





We are
also developing and marketing several new point-of-purchase, and other devices,
tailored to specific industries that are currently in Pilot Programs with major
international companies or readying to begin shortly; including the medical,
entertainment, government and home markets.  In addition to selling
the hardware for our patented three-dimensional, holographic interactive video
displays, we are building our business into a digital media company offering
advertising on a network of our 3D holographic video displays.




9





One of
our new products is known as the “HL40 Diamond”, an extraordinary 3D holographic
video display system, to the retailing and advertising industries is smaller and
lighter than its predecessor, the HL40C.   Used to promote all
type of products and services, the HL40D is a powerful tool to break through the
clutter of traditional in store advertising and merchandising.  Our
other powerful 3D products can be used for a wide variety of interactive
applications including order-taking and information retrieval.





Significant
Events and Trends





Our
floating image display technologies have multiple market applications across a
broad spectrum of industries.  Extensive audience migration across and
within media categories is driving major shifts in advertising spending,
benefiting captive, auditable media vehicles.  Traditional media
vehicles like radio, TV, newspapers and magazines continue to lose audience
share and advertising dollars to new media vehicles, which include the
point-of-purchase or wherever there might be a captive audience.  The
current media and traditional displays (TV, LCD and Plasma screens) are stale
and ubiquitous resulting in significant ineffectiveness.





Launching
our first products into grocery stores, we have developed a new patent pending
application. Known as the “3DEO Rewards Center” or “3DEO”, this device projects
3D video advertisements and allows consumers to print coupons as well as receive
non-cash awards. The 3DEO device provides food companies and other advertisers
with a new way of promoting their products at the point of purchase, where
consumers are making seventy percent of their buying decisions.





We plan
to build, own, and operate networks of 3DEO Rewards Centers.  In March
2008 we signed three-year agreements with several independent Hispanic grocery
store chains to install 3DEO Reward Centers in 47 locations in southern
California.





In June
2008, we announced our signed three-year agreement with Fred Meyer Stores, a
division of The Kroger, Co., to install Fred Meyer 3DEO Centers in 127 locations
in the Pacific Northwest. Installation of the centers will begin this month in
Portland, OR, in high traffic, high visibility locations close to the main
entrance of the store.  We have received advertising placements from
some of the largest manufacturers in the country, including Unilever, Proctor
& Gamble, Johnson & Johnson, BIC and Kimberly Clark. The manufacturers’
will advertise through digital coupons that customers will receive from
Provision’s 3DEO Media Centers located in Fred Meyer stores.





In
September 2008, we signed an agreement with the Long Island Gasoline Retailers
Association (“LIGRA”) to install its patented 3D holographic displays in up to
800 member stores throughout New York. Provision’s displays will be located
inside the independent convenience stores of major franchise gasoline retailers
including Shell, ExxonMobil, Citgo, Sunoco, BP, Amoco and Gulf.





In
December 2008, we signed an agreement with ADCENTRICITY Inc. to sell advertising
on its revolutionary 3D digital signage network.  ADCENTRICITIY's
advertisers will be able to feature their messaging on Provision's extraordinary
network in a variety of forms, including 3D holographic videos and digital
coupons.





We are
still working with one of the world’s largest coffee franchises to test a
variety of in-store digital signage applications utilizing Provision’s HL40D
displays. Once successful, Provision will install up to 109 systems in the quick
service chain’s greater New York City area stores.





We also
have continued hardware sales of our patented three-dimensional, holographic
interactive video displays.  In July 2008, we began shipments to
Studio One Media, Inc. of up to 1,000 3D holographic units pursuant to a
Strategic Alliance and Purchase Agreement. The contract will generate up to $7
million dollars in revenue for Provision over the next 18
months.





Research
and Development Activities





At
present, Provision’s patents and patent applications are supplemented by
substantial intellectual property we are currently protecting as trade secrets
and proprietary know-how.  This includes matter related to all three
product lines.  We expect to file additional patent applications on a
regular basis in the future.




10





We
believe that Provision’s intellectual property and expertise constitutes an
important competitive resource, and we continue to evaluate the markets and
products that are most appropriate to exploit this expertise. In addition, we
maintain an active program of intellectual property protection, both to assure
that the proprietary technology developed by us is appropriately protected and,
where necessary, to assure that there is no infringement of Provision’s
proprietary technology by competitive technologies.





Results of Operation – Year Ended
June 30, 2009 as Compared to the Year Ended June 30, 2008





Select
      Financial InformationJune
      30, 2009
            
            
            June
      30, 2008Total
      Assets
            
            $
            1,093,071
            
            
            $
            1,421,022Total
      Liabilities
            
            $
            3,114,807
            
            
            $
            1,839,218Total
      Stockholders’ Deficit
            
            $
            2,021,736
            
            
            $
            418,196Revenues
            
            $
            438,772
            
            
            $
            529,301Cost
      of Revenues
            
            
            234,310
            
            
            
            290,292Gross
      Profit
            
            
            204,462
            
            
            
            239,009Expenses
            
            
            1,987,719
            
            
            
            2,906,228Loss
      from Operations
            
            
            (1,783,257
            )
            
            
            (2,667,219
            )Other
      Income (Expense)
            
            
            (701,581
            )
            
            
            (2,335,524
            )Net
      Loss
            
            $
            (2,486,438
            )
            
            $
            (5,005,943
            )Net
      Loss per Common Share
            
            $
            (0.10
            )
            
            $
            (0.20
            )





Revenue
and Cost of Revenue





Revenues
for the year ended June 30, 2009 decreased 17% to $438,772 from $529,301 for the
year ended June 30, 2008.  Included in revenues for the year ended
June 30, 2009 is $403,392 from the sale of our product coming from international
distributors and the beginning shipment of our Studio One purchase agreement as
well as $35,450 in advertising revenues. These international product sales came
in from countries including Japan and Europe.  The Company has
announced additional sales to its Japanese distributor supporting the test of
the Company’s products by Unisys, as well as recent shipments to the U.K. to its
distributor who is working with Samsung.  Advertising sales are
expected to increase as the Company continues its roll out of its 3D Reward
Center in the large top demographic markets of Los Angeles (#2) and New York
(#1).We have entered into several agreements with media buying agencies and ad
agencies to assist in the selling of 3D holographic ads and coupon promotions;
expecting to continue the growth of ad sales on a quarter by quarter
basis.





Our cost
of revenues were $234,310 for the year ended June 30, 2009 as compared to
$290,292 for the year ended June 30, 2008.  This decrease of $55,982
or 11% is a direct result of our decreased revenues as well as the increase in
advertising revenue which carries no cost of revenue.





We had a
gross profit percentage of 47% for the year ended June 30, 2009 compared to a
gross profit percentage of 45% for the year ended June 30, 2008.  The
increase in gross margin percentage was a result of a change in our sales
mixture to higher margin items, increase in some sales prices to certain
regional, retail customers, along with our additional advertising
revenues.  As discussed above, we expect advertising revenues to
increase in the coming quarters as the Company begins to roll out its 3D Reward
Center in the large top demographic markets of Los Angeles (#2) and New York
(#1).





Expenses





General
and administrative expenses for the year ended June 30, 2009 were $1,816,733 as
compared to $2,748,461 for the year ended June 30,
2008.





During
the year ended June 30, 2009 our legal fees decreased $136,015 to $63,936 from
$199,951 during the year ended June 30, 2008.  This decrease is the
result of the completion of our merger in February 2008 and less need for legal
services during 2009.  We also experienced a decrease in our marketing
expense of $63,458 to $123,094 for the year ended June 30, 2009 from $186,552
during the year ended June 30, 2008.  The decrease in our marketing
expenses was due to our decision to not reorder approximately $60,000 of
marketing materials that were ordered and used during the year ended June 30,
2008.  Additionally, our salaries and wages decreased $237,884 to
$418,555 during the year ended June 30, 2009 from $656,439 during the year ended
June 30, 2008.  This decrease is due to our employee base decreasing
to six employees from nine employees.  We don’t currently have plans
to replace the departed employees until sales and gross profits
increase.  We also experienced a decrease of $918,816 in non-cash
compensation to $362,500 during the year ended June 30, 2009 from $1,218,316
during the year ended June 30, 2008.  Non-cash compensation relates to
the value of common stock, warrants and options issued in exchange for services
rendered.  While we cannot guarantee it, we do not expect our non-cash
compensation to continue this level of increase in the near future. Our
consulting expenses also decreased $508,392 to $43,397 during the year ended
June 30, 2009 from $551,789 during the year ended June 30,
2008.  These decreases in expenses were partially offset by an
increase of $98,553 in our accounting fees to $184,830 during the year ended
June 30, 2009 from $86,277 during the year ended June 30, 2008.  This
increase in accounting fees is directly related to our financial statement audit
for the year ended June 30, 2008 as well as the requirement for quarterly
reviewed financial statements to fulfill our filing requirements with the
Securities and Exchange Commission.




11





During
the year ended June 30, 2009 we recorded $170,986 of research and development
expenses as compared to $157,767 during the year ended June 30,
2008.  Research and development expenses relate to the salary paid to
two key employees who conduct ongoing technical engineering tasks for product
improvements, cost reductions, new product development, and the
like.





Other
Income (Expense)





Interest
expense decreased 71% to $704,306 during the year ended June 30, 2009 from
$2,402,724 during the year ended June 30, 2008.  The decrease is
directly related to the decrease in the beneficial conversion feature interest
expense related to the issuance of new debt and the discount the note holder
experiences.





During
the year ended June 30, 2009 we recorded $3,000 unrealized loss of securities as
we revalued the carrying value of our investment in corporate stock held as well
as a $5,725 gain on the disposal of a fixed asset.





During
the year ended June 30, 2008 we recorded $14,000 unrealized loss of securities
as we revalued the carrying value of our investment in corporate stock held as
well as a $81,200 of debt forgiveness related to our line of credit that was
renegotiated with the bank and a note payable balance being
forgiven.





Net
Loss





As a
result of the aforementioned, our net loss decreased 50% or $2,519,505, to
$2,486,438 during the year ended June 30, 2009 from $5,005,943 during the year
ended June 30, 2008.





Financial
Condition, Liquidity and Capital Resources





Management
remains focused on controlling cash expenses. We have limited cash resources and
plan our expenses accordingly.





We had
cash of $19,339 at June 30, 2009 compared to cash of $287,641 at June 30,
2008.  Our working capital deficit increased to $2,543,076 at June 30,
2009 from a deficit of $1,002,346 at June 30, 2008. The reason for the increase
in the working capital deficit was the decrease in our cash and inventory of
approximately $265,000 and $100,000, respectively, along with the increase in
our accounts payable and accrued expenses and our accrued interest of
approximately $300,000 and $245,000 respectively.





During
the year ended June 30, 2009, we used $847,473 of cash for operating activities
versus $1,647,199 during the year ended June 30, 2008.  The primary
difference was the reduction of liabilities and purchases of inventory in 2009
and the increase in accrued interest during 2008 on the increased
debt.





Cash used
in investing activities during the year ended June 30, 2009 and 2008 was $80,579
and $435,679, respectively.  During the year ended June 30, 2009, we
used $40,990 to purchase additional equipment to support our infrastructure and
$39,589 to secure additional patents. During the year ended June 30, 2008 we
used $435,679 to purchase equipment.





Cash
provided by financing activities during the year ended June 30, 2009 was
$659,750 as a result of the proceeds from notes payable net of
fees.  Cash provided by financing activities during the year ended
June 30, 2008 was $1,140,541 as a result of the proceeds from notes payable, net
of fees, in the amount of $1,485,000 offset by the repayment of notes payable
totaling $344,459.





Given our
plans and expectation that we will need additional capital, we will need to
issue additional shares of capital stock or securities convertible or
exercisable for shares of capital stock, including preferred stock, options or
warrants. The issuance of additional capital stock may dilute the ownership of
the current stockholders.




12





Off
Balance Sheet Arrangements





We do not
engage in any off balance sheet arrangements that are reasonably likely to have
a current or future effect on our financial condition, revenues, results of
operations, and liquidity or capital expenditures.





Critical Accounting
Policies





Use of Estimates — The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
certain estimates and assumptions that affect the reported amounts and timing of
revenues and expenses, the reported amounts and classification of assets and
liabilities, and the disclosure of contingent assets and
liabilities.  These estimates and assumptions are based on the
Company’s historical results as well as management’s future
expectations.  The Company’s actual results could vary materially from
management’s estimates and assumptions.





Revenue Recognition — We
recognize revenue when persuasive evidence of an arrangement exists, title
transfer has occurred, the price is fixed or readily determinable, and
collectability is probable. We recognize revenue in accordance with Staff
Accounting Bulletin No. 104, "Revenue Recognition." Sales are recorded net
of sales returns and discounts, which are estimated at the time of shipment
based upon historical data.





Impairment of Long-Lived Assets
— We review the recoverability of the carrying value of long-lived assets
using the methodology prescribed in SFAS No. 144, "Accounting for the
Impairment and Disposal of Long-Lived Assets" whenever events or changes in
circumstances indicate that the carrying value of such assets may not be
recoverable. Upon such an occurrence, recoverability of these assets is
determined by comparing the forecasted undiscounted net cash flows to which the
assets relate, to the carrying amount. If the asset is determined to be unable
to recover its carrying value, it is written down to fair value. Fair value is
determined based on discounted cash flows, appraised values or other information
available in the market, depending on the nature of the assets. Methodologies
for determining fair value are inherently based on estimates that may change,
such as the useful lives of assets and our cash flow forecasts associated with
certain assets. A change in these estimates may result in impairment charges,
which would impact our operating results.





Going
Concern





These
financial statements are presented on the basis that the Company is a going
concern. Going concern contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business over a reasonable
length of time. The Company has incurred a loss of approximately $2,500,000 in
the current period and has negative working capital of approximately $2,500,000.
These matters raise substantial doubt about the Company's ability to continue as
a going concern. The consolidated financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern. The Company's
continuation as a going concern is dependent upon its ability to generate
sufficient cash flow to meet its obligations on a timely basis, to obtain
additional financing or refinancing as may be required and, ultimately, to
attain profitable operations. Management's plan to eliminate the going concern
situation include, but are not limited to, the raise of additional capital
through issuance of debt and equity, improved cash flow management, aggressive
cost reductions, and the creation of additional sales and profits across its
product lines.





Accounting
for Stock Option Based Compensation





Effective
July 1, 2006, the Company adopted SFAS No. 123(R), "Share-Based Payment: An
Amendment of FASB Statements No. 123 and 95" using the modified prospective
method. Under this method, compensation cost is recognized on or after the
effective date for the portion of outstanding awards, for which the requisite
service has not yet been rendered, based on the grant date fair value of those
awards. Prior to July 1, 2006, the Company accounted for employee stock options
using the intrinsic value method in accordance with Accounting Principles Board
(APB) Opinion No. 25 (APB No. 25), "Accounting for Stock Issued to Employees,"
and adopted the disclosure only alternative of SFAS No. 123. For stock-based
awards issued on or after July 1, 2006, the Company recognizes the compensation
cost on a straight-line basis over the requisite service period for the entire
award. Measurement and attribution of compensation cost for awards that are
unvested as of the effective date of SFAS No. 123(R) are based on the same
estimate of the grant-date or modification-date fair value and the same
attribution method used under SFAS No. 123.




13





On
November 10, 2005, the Financial Accounting Standards Board (FASB) issued FASB
Staff Position No. FAS 123(R)-3 "Transition Election Related to Accounting for
Tax Effects of Share-Based Payment Awards". The Company has elected to adopt the
alternative transition method provided in the FASB Staff Position for
calculating the tax effects of stock-based compensation pursuant to SFAS No.
123(R). The alternative transition method includes simplified methods to
establish the beginning balance of the additional paid-in capital pool (APIC
pool) related to the tax effects of employee stock-based compensation, and to
determine the subsequent impact on the APIC pool and Consolidated Statements of
Cash Flows of the tax effects of employee stock-based compensation awards that
are outstanding upon adoption of SFAS No. 123(R). As the Company is currently in
a net operating loss position and has placed valuation allowances on its net
deferred tax assets, there is no net impact on the Company's APIC pool related
to stock-based compensation for the year ended June 30, 2009.





Recent
Accounting Pronouncements





In the
first quarter of fiscal 2009, the Company adopted Statement of Financial
Accounting Standards No. 157, Fair Value Measurements, (“SFAS No. 157”) for all
financial assets and financial liabilities and for all non-financial assets and
non-financial liabilities recognized or disclosed at fair value in the financial
statements on a recurring basis (at least annually). SFAS No. 157 defines fair
value, establishes a framework for measuring fair value, and enhances fair value
measurement disclosure. The adoption of SFAS No. 157 did not have a significant
impact on our consolidated financial statements, and the resulting fair values
calculated under SFAS No. 157 after adoption were not significantly different
than the fair values that would have been calculated under previous
guidance.





In
February 2007, the FASB issued SFAS 159, The Fair Value Option for Financial
Assets and Financial Liabilities – Including an amendment of FASB Statement
No. 115 (ASC 825) . SFAS 159 permits companies to measure
certain financial instruments and other items at fair value. We have not elected
the fair value option applicable under SFAS 159.


In May
2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles" ("SFAS No. 162"). SFAS No. 162 identifies the
sources of accounting principles and the framework for selecting the principles
to be used in the preparation of financial statements presented in conformity
with generally accepted accounting principles in the United States of America.
SFAS No. 162 will be effective 60 days following the SEC's approval of
the Public Company Accounting Oversight Board (PCAOB) amendments to AU
Section 411, "The Meaning of, Present fairly in conformity with generally
accepted accounting principles". The Company does not believe the implementation
of SFAS No. 162 will have a material impact on its consolidated financial
statements.





In
October 2008, the Financial Accounting Standards Board (“FASB”) issued Financial
Staff Position 157-3, Determining the Fair Value of a Financial Asset When the
Market for That Asset Is Not Active, (“FSP 157-3”). FSP 157-3 clarifies the
application of SFAS No. 157 in a market that is not active, and addresses
application issues such as the use of internal assumptions when relevant
observable data does not exist, the use of observable market information when
the market is not active, and the use of market quotes when assessing the
relevance of observable and unobservable data. FSP 157-3 is effective for all
periods presented in accordance with SFAS No. 157. The adoption of FSP 157-3 did
not have a significant impact on our consolidated financial statements or the
fair values of our financial assets and liabilities.





In
December 2008, the FASB issued Financial Staff Position (“FSP”) Financial
Accounting Standard No. 140-4 and FASB Interpretation 46(R)-8, Disclosures by
Public Entities (Enterprises) about Transfers of Financial Assets and Interests
in Variable Interest Entities (“FSP FAS 140-4” and “FIN 46(R)-8”). The document
increases disclosure requirements for public companies and is effective for
reporting periods (interim and annual) that end after December 15, 2008. FSP FAS
140-4 and FIN 46(R)-8 became effective for us on December 31, 2008. The adoption
of FSP FAS 140-4 and FIN 46(R)-8 did not have a significant impact on our
consolidated financial statements.





In April
2009, the FASB issued FSP 107-1 and Accounting Principles Board Opinion
(APB) 28-1, Interim
Disclosures about Fair Value of Financial Instruments (ASC 820).
FSP 107-1 amends SFAS 107, Disclosures about Fair Value
Instruments and APB 28, Interim Financial Reporting
(ASC 820), to require disclosures about fair value of financial instruments
during interim reporting periods. The Company will adopt the provisions of
FSP 107-1 and APB 28-1 during the quarter ended September 30,
2009.


In May
2009, the FASB issued SFAS 165, which establishes general standards of
accounting for and disclosures of events that occur after the balance sheet date
but before financial statements are issued or are available to be issued.
SFAS 165 also requires the disclosure of the date through which subsequent
events have been evaluated and the basis for that date. The Company adopted the
provisions of SFAS 165 during the quarter ended June 30,
2009.




14




ITEM 8.
            FINANCIAL STATEMENTS AND SUPPLEMENTARY
      DATA.





Our
financial statements and related financial notes, together with the report from
Farber Hass Hurley LLP, are set forth immediately following the signature page
to this report.





ITEM 9.
            CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
      ACCOUNTING AND FINANCIAL
DISCLOSURE.





Not
Applicable





ITEM 9A.
            CONTROLS AND
PROCEDURES.





Disclosure
Controls and Procedures





Our
principal executive and principal financial officers have evaluated the
effectiveness of our disclosure controls and procedures, as defined in Rules 13a
– 15(e) and 15d – 15(e) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), as of the end of the period covered by this annual
report. They have concluded that, based on such evaluation, our
disclosure controls and procedures were not effective as of June 30, 2009, as
further described below.





Management’s
Annual Report on Internal Control Over Financial Reporting





Overview





Internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
refers to the process designed by, or under the supervision of, our principal
executive officer and principal financial officer, and effected by our board of
directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles. Management is responsible for establishing and
maintaining adequate internal control over financial reporting.





Internal
control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of its inherent
limitations. Internal control over financial reporting is a process that
involves human diligence and compliance and is subject to lapses in judgment and
breakdowns resulting from human failures. Internal control over financial
reporting also can be circumvented by collusion or improper management
override. Because of such limitations, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are
known features of the financial reporting process. Therefore, it is
possible to design into the process safeguards to reduce, though not eliminate,
this risk.





Management
has used the framework set forth in the report entitled “Internal Control —
Integrated Framework” published by the Committee of Sponsoring Organizations
(“COSO”) of the Treadway Commission to evaluate the effectiveness of our
internal control over financial reporting.





Management’s
Assessment





We
maintain “disclosure controls and procedures,” as such term is defined in
Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, or
the Exchange Act, that are designed to ensure that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized, and reported within the time periods specified
in the SEC’s rules and forms, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer (CEO) and
Chief Financial Officer (CFO), as appropriate, to allow timely decisions
regarding required disclosures. In designing and evaluating our disclosure
controls and procedures, management recognized that disclosure controls and
procedures, no matter how well conceived and operated, can provide only
reasonable assurance of achieving the desired control objectives and we are
required to apply our judgment in evaluating the cost-benefit relationship of
possible disclosure controls and procedures.





We
maintain “disclosure controls and procedures,” as such term is defined in Rule
13a-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange
Act, that are designed to ensure that information required to be disclosed by us
in reports that we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the SEC’s rules
and forms, and that such information is accumulated and communicated to our
management, including our Chief Executive Officer (CEO, to allow timely
decisions regarding required disclosures. In designing and evaluating our
disclosure controls and procedures, management recognized that disclosure
controls and procedures, no matter how well conceived and operated, can provide
only reasonable assurance of achieving the desired control objectives and we are
required to apply our judgment in evaluating the cost-benefit relationship of
possible disclosure controls and procedures.




15





Our
management has evaluated the ongoing effectiveness of our design and operation
of our controls and procedures as of June 30, 2009, and identified the following
weaknesses:





Resources: We have limited
number of personnel with requisite expertise in the key functional areas of
finance and accounting.





Written Policies &
Procedures: We need to prepare written policies and procedures for
accounting and financial reporting.





Audit Committee: We do not
have, and are not required, to have an audit committee.  An audit
committee would improve oversight in the establishment and monitoring of
required internal controls and procedures.





Management
is committed to improving its internal controls and will (1) continue to use
third party specialists to address shortfalls in staffing and to assist the
Company with accounting and finance responsibilities, (2) increase the frequency
of independent reconciliations of significant accounts which will mitigate the
lack of segregation of duties until there are sufficient personnel and
(3) prepare and implement sufficient written policies and checklists for
financial reporting and closing processes and (4) may consider appointing an
audit committee comprised of both management and outside board members in the
future.





Management,
including our Chief Executive Officer, has discussed internal controls with our
independent registered public accounting firm.





Based
upon this evaluation, our CEO has concluded that, without third-party
specialists, our current disclosure controls and procedures are not effective to
provide reasonable assurance that material information required to be included
in our periodic SEC reports is recorded, processed, summarized and reported
within the time periods specified in the SEC rules and forms, and accumulated
and communicated to our senior management, including our CEO, to allow timely
decisions regarding required disclosures. Management’s report is not subject to
attestation by our registered public accounting firm pursuant to temporary rules
of the SEC that permit us to provide only management’s report in this Annual
Report.





ITEM 9B.
            OTHER
INFORMATION





None.





16
  PART
III





ITEM 10.
            DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
      GOVERNANCE.





Our
executive officers, directors and significant employees and their ages and their
respective positions as of November 2, 2009 were as follows:





Name
            Age
            PositionCurt
      Thornton
            53
            Chief
      Executive Officer, Chairman, President, and DirectorRobert
      Ostrander
            55
            Vice
      President, Sales, Business Development, Secretary and
    DirectorJeff
      Vrachan
            54
            Vice
      President, Engineering and Chief Technology Officer, and
      DirectorJon
      Corfino
            50
            Director





Officers
are elected annually by the Board of Directors (subject to the terms of any
employment agreement), at our annual meeting, to hold such office until an
officer’s successor has been duly appointed and qualified, unless an officer
sooner dies, resigns or is removed by the Board.





Background
of Executive Officers and Directors





Curt
Thornton





Curt
Thornton has been chief executive officer, president, chairman and a director of
the Company since Mach 2008. Mr. Thornton is the founder of ProVision and has
been chief executive officer, president, chairman and director of ProVision
since our inception in December 2000.  Mr. Thornton has over 20 years
of international executive experience in operations, manufacturing,
engineering and sales driven companies. He has held senior executive positions
at Iwerks Entertainment Corp., Northern Telecom and Tandon Computers. Mr.
Thornton earned an MBA from Pepperdine University and a Bachelor’s degree in
Engineering from Western Illinois University.





Robert
Ostrander





Robert
Ostrander has been Vice President, Sales, Business Development, secretary, and a
director of the Company since March 2008. Mr. Ostrander has been President,
Sales, Marketing, Business Development, secretary, and a director for ProVision
since March 2001.





Mr.
Ostrander has 20 years of sales and business development experience, both
domestic and international. He has held senior positions in sales at Allied
Domecq, Kraft Foods, Sara Lee and Welch Foods. He holds an MBA from Pepperdine
University, and a B.S. from the State University of New York.





Jeff
Vrachan





Jeff
Vrachan has been Vice President Engineering, Chief Technology Officer, and a
director of the Company since March 2008. Mr. Vrachan has been Vice President
Engineering and Chief Technology Officer, and a director of ProVision since our
inception in December 2000.





Prior to
joining Provision, Mr. Vrachan served as a Project Manager, Engineering Manager
and Operations Manager for high-tech companies such as Allied Signal, Mitsubishi
Electronics and Southwestern Industries. Mr. Vrachan has a Bachelor’s degree in
Electrical Engineering from the University of California and a second Bachelor’s
degree in Business Management from the University of Phoenix.




17





Jon
Corfino





Jonathan
Corfino has been a director of the Company since March 2008. Mr. Corfino has
been a director of ProVision since 2003. Mr. Corfino is a senior executive with
20 years experience in the theme park, location-based and interactive
entertainment industry. Mr. Corfino is the founder of Attraction Media &
Entertainment, Inc. and has been its chief executive officer since 2001. Mr.
Corfino was president, location-based entertainment for Stan Lee Media, Inc.
from 1999 to 2000. He was senior vice president in charge of production at
Iwerks Entertainment, from 1993 to 1999, where he supervised the production
and/or acquisition of over 30 specialty films for Simulation, Attraction and
Large Format venues. Prior to Iwerks, from 1978 to 1991, Mr. Corfino worked in
the Planning and Development group at MCA/Universal as a Project Manager. He was
directly involved in the creative development and construction of a variety of
projects and attractions, including "The Star Trek Adventure", "Back to the
Future - The Ride”, "ET the Extraterrestrial" and studio center expansion plus
special effects stages. Mr. Corfino holds a Bachelor of Arts degree from
UCLA.





Term
of Office





Our
directors are appointed for a one-year term to hold office until the next annual
meeting of our shareholders or until removed from office in accordance with our
bylaws.





Our
executive officers are appointed by our board of directors and hold office until
removed by the board.





Significant
Employees





We have
no significant employees other than our officers and directors.





Family
Relationships





There are
no family relationships between or among the directors, executive officers or
persons nominated or chosen by us to become directors or executive
officers.





Involvement
in Certain Legal Proceedings





To the
best of our knowledge, during the past five years, none of the following
occurred with respect to a present director, person nominated to become
director, executive officer, or control person: (1) any bankruptcy petition
filed by or against any business of which such person was a general partner or
executive officer either at the time of the bankruptcy or within two years prior
to that time; (2) any conviction in a criminal proceeding or being subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses); (3) being subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his or her involvement in any type of business, securities or banking
activities; and (4) being found by a court of competent jurisdiction (in a civil
action), the SEC or the Commodities Futures Trading Commission to have violated
a federal or state securities or commodities law, and the judgment has not been
reversed, suspended or vacated.





Audit
Committee





We do not
have a separately-designated standing audit committee. The entire board of
directors performs the functions of an audit committee, but no written charter
governs the actions of the board of directors when performing the functions of
that would generally be performed by an audit committee. The board of directors
approves the selection of our independent accountants and meets and interacts
with the independent accountants to discuss issues related to financial
reporting. In addition, the board of directors reviews the scope and results of
the audit with the independent accountants, reviews with management and the
independent accountants our annual operating results, considers the adequacy of
our internal accounting procedures and considers other auditing and accounting
matters including fees to be paid to the independent auditor and the performance
of the independent auditor.





We do not
have an audit committee financial expert because of the size of our
company and our board of directors at this time. We believe that we do not
require an audit committee financial expert at this time because we retain
outside consultants who possess these attributes. .





Nominating
Committee





We do not
have a nominating committee. The board of directors acts as the nominating
committee and members of the board participate in the discussions. If the size
of the board expands, the board will reconsider the need or desirability of a
nominating committee.





18





Compensation
Committee





We do not
have a compensation committee. If the size of the board expands, the board will
reconsider the need or desirability of a compensation committee.





For the
fiscal year ending June 30, 2009, the board of directors:





1.
            Reviewed
      and discussed the audited financial statements with management,
      and





2.
            Reviewed
      and discussed the written disclosures and the letter from our independent
      auditors on the matters relating to the auditor's
      independence.





Based
upon the board of directors’ review and discussion of the matters above, the
board of directors authorized inclusion of the audited financial statements for
the year ended June 30, 2009 to be included in this Annual Report on Form 10-K
and filed with the Securities and Exchange Commission.





Code
of Ethics Disclosure





We
adopted a Code of Ethics for Financial Executives, which include our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. The code of ethics was
filed as an exhibit to the Annual Report on Form 10-KSB for the fiscal year
ended March 31, 2006, as filed with the SEC on July 14, 2006.





ITEM 11.
            EXECUTIVE
COMPENSATION.





The
following table sets forth all compensation paid in respect of ProVision’s Chief
Executive Officer and those individuals who received compensation in excess of
$100,000 per year (collectively, the "Named Executive Officers") for the last
three completed fiscal years.





SUMMARY
COMPENSATION TABLE





Name
      & Principal
              Position
            Fiscal
      Year
              Ended
              June
      30,
            
            Salary
      ($)
            
            Bonus
      ($)
            
            Stock
              Awards
      ($)
            
            Option
              Awards
      ($)
            
            Non-Equity
              Incentive
      Plan
              Compensation
      ($)
            
            All
              Other
              Compensation
      ($)
            
            Total
      ($)Curt
      Thornton
            2009
            
            $
            140,000
            
            0
            
            
            0
            
            0
            
            
            0
            
            0
            
            $
            140,000Chief
      Executive Officer
            2008
            
            $
            144,000
            
            0
            
            
            299,600
            
            0
            
            
            0
            
            0
            
            $
            443,600and
      Director
            2007
            
            $
            144,000
            
            0
            
            
            0
            
            0
            
            
            0
            
            0
            
            $
            144,000Robert
      Ostrander
            2009
            
            $
            125,000
            
            0
            
            
            0
            
            0
            
            
            0
            
            0
            
            $
            125,000Vice
      President, Sales,Business Development
            2008
            
            $
            125,000
            
            0
            
            
            214,000
            
            0
            
            
            0
            
            0
            
            $
            339,0002007
            
            $
            125,000
            
            0
            
            
            0
            
            0
            
            
            0
            
            0
            
            $
            125,000Jeff
      Vrachan
              Vice
      President
              Engineering
      and
            2009
            
            $
            125,000
            
            0
            
            
            0
            
            0
            
            
            0
            
            0
            
            $
            125,000Chief
      Technology Officer
            2008
            
            $
            125,000
            
            0
            
            
            0
            
            0
            
            
            0
            
            0
            
            $
            125,0002007
            
            $
            125,000
            
            0
            
            
            0
            
            0
            
            
            0
            
            0
            
            $
            125,000





19


Employment
Agreements




We are
party to an employment agreement with Curt Thornton, dated May 30, 2006,
pursuant to which Mr. Thornton serves as our chief executive officer, president
and chairman. Pursuant to the terms of the agreement, Mr. Thornton receives a
minimum annual base salary of $144,000, subject to increases in the sole
discretion of our board of directors. Mr. Thornton is also eligible to receive
an annual cash bonus in an amount determined by the board of directors, and is
eligible to participate in ProVision’s annual equity participation program. The
agreement has a term of five years, unless terminated earlier in accordance with
the terms thereof. ProVision may terminate the agreement for cause. If ProVision
terminates the agreement without cause, Mr. Thornton will receive one year’s
annual salary for each full year of employment completed, the amount of the
previous year’s bonus, and continuance of medical/dental benefits for a period
of one year.





We are
party to an employment agreement with Robert Ostrander, dated May 30, 2006,
pursuant to which Mr. Ostrander serves as our vice president. Pursuant to the
terms of the agreement, Mr. Ostrander receives a minimum annual base salary of
$125,000, subject to increases in the sole discretion of our board of directors.
Mr. Ostrander is also eligible to receive an annual cash bonus in an amount
determined by the board of directors, and is eligible to participate in
ProVision’s annual equity participation program. The agreement has a term of
five years, unless terminated earlier in accordance with the terms thereof.
ProVision may terminate the agreement for cause.





We are
party to an employment agreement with Jeff Vrachan, dated May 30, 2006, pursuant
to which Mr. Vrachan serves as our vice president. Pursuant to the terms of the
agreement, Mr. Vrachan receives a minimum annual base salary of $125,000,
subject to increases in the sole discretion of our board of directors. Mr.
Vrachan is also eligible to receive an annual cash bonus in an amount determined
by the board of directors, and is eligible to participate in ProVision’s annual
equity participation program. The agreement has a term of five years, unless
terminated earlier in accordance with the terms thereof. ProVision may terminate
the agreement for cause.





Director
Compensation





No
director of ProVision received any compensation for services as director for the
year ended June 30, 2009.





ITEM 12.
            SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT AND RELATED STOCKHOLDER
MATTERS





The
following table sets forth certain information, as of November 2, 2009 with
respect to the beneficial ownership of the outstanding common stock by (i) any
holder of more than five (5%) percent; (ii) each of our executive officers and
directors; and (iii) our directors and executive officers as a group. Except as
otherwise indicated, each of the stockholders listed below has sole voting and
investment power over the shares beneficially owned.





Name
      of Beneficial Owner (1)
            
            Common
      Stock
              Beneficially
      Owned
            
            Percentage
      of
              Common
      Stock (2)Curt
      Thornton
            
            
            6,865,200
            (3)
            25.94
            %Robert
      Ostrander
            
            
            2,500,000
            (4)
            9.44
            %Jeff
      Vrachan
            
            
            2,440,000
            
            9.22
            %Jon
      Corfino
            
            
            200,000
            
            0.76
            %Catalpa
      Enterprises, Ltd.
              155
      Edgehill Dr. Kitchener Ontario Canada N2P2C6
            
            
            3,394,800
            
            12.83
            %All
      officers and directors as a group (4 persons owning stock)
            
            
            11,465,200
            
            45.36
            %





(1)
            Except
      as otherwise indicated, the address of each beneficial owner is c/o
      Provision Holding, Inc. 9253 Eton Avenue, Chatsworth, California
      91311.(2)
            Applicable
      percentage ownership is based on 24,206,353 shares of common stock
      outstanding as of November 2, 2009, together with securities
      exercisable or convertible into shares of common stock within 60 days of
      November 2, 2009for each stockholder. Beneficial ownership is
      determined in accordance with the rules of the Securities and Exchange
      Commission and generally includes voting or investment power with respect
      to securities. Shares of common stock that are currently exercisable or
      exercisable within 60 days of November 2, 2009are deemed to be
      beneficially owned by the person holding such securities for the purpose
      of computing the percentage of ownership of such person, but are not
      treated as outstanding for the purpose of computing the percentage
      ownership of any other person.(3)
            Includes
      140,000 shares receivable upon exercise of a warrant.(4)
            Includes
      100,000 shares receivable upon exercise of a
  warrant.







20




ITEM 13.
            CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
      DIRECTOR INDEPENDENCE.





None.





ITEM 14.
            PRINCIPAL ACCOUNTING FEES AND
    SERVICES.





Our
financial statements for the fiscal year ended June 30, 2009 and June 30, 2008
were audited by Farber Hass Hurley LLP (“Farber Hass Hurley”).





Since we
do not have a formal audit committee, our board of directors serves as our audit
committee. We have not adopted pre-approval policies and procedures with respect
to our accountants. All of the services provided and fees charged by our
independent registered accounting firms were approved by the board of
directors.





Services rendered by Farber
Hass Hurley





The
following is a summary of the fees for professional services rendered by Farber
Hass Hurley for the year ended June 30, 2009.





Fee
      CategoryAudit
      fees
            
            $
            163,780Audit-related
      feesTax
      feesOther
      feesTotal
      Fees
            
            $
            163,780





Audit
fees.    Audit fees represent fees for professional
services performed by Farber Hass Hurley LLP for the audit of our annual
financial statements and the review of our quarterly financial statements, as
well as services that are normally provided in connection with statutory and
regulatory filings or engagements.





Audit-related
fees.    We did not incur any other fees for services
performed by Farber Hass Hurley LLP, other than the services covered in "Audit
Fees" for the fiscal year ended June 30, 2009.





Tax Fees. We did not incur
any fees for tax services performed by Farber Hass Hurley LLP.





Other
fees.     Farber Hass Hurley LLP did not receive any
other fees during 2009.





21







PART
IV





ITEM 15.
            EXHIBITS, FINANCIAL STATEMENT
    SCHEDULES.





Exhibit
      Number
            
            Description3.1
            
            Certificate
      of Amendment to Articles of Incorporation of MailTec, Inc. (incorporated
      by reference to the Form 8-K, as filed with the Securities and Exchange
      Commission on March 20, 2008)3.2
            
            Restated
      Bylaws of Provision Holding, Inc. (incorporated by reference to the Form
      8-K, as filed with the Securities and Exchange Commission on March 20,
      2008)10.1
            
            Agreement
      and Plan of Merger by and among MailTec, Inc., ProVision Merger Corp and
      Provision Interactive Technologies, Inc. (previously filed as an exhibit
      to Amendment No.1 to Form 8-K filed with the Securities and Exchange
      Commission on March 3, 2008)10.2
            
            Amended
      and Restated Agreement and Plan of Merger by and among MailTec, Inc.,
      ProVision Merger Corp and Provision Interactive Technologies, Inc.
      (previously filed as an exhibit to Amendment No. 2 to Form 8-K filed with
      the Securities and Exchange Commission on March 5,
2008)10.3
            
            Employment
      Agreement, dated May 30, 2006, by and between Provision Interactive
      Technologies, Inc. and Curt Thornton (incorporated by reference to the
      Form 8-K, as filed with the Securities and Exchange Commission on March
      20, 2008).10.4
            
            Employment
      Agreement, dated May 30, 2006, by and between Provision Interactive
      Technologies, Inc. and Robert Ostrander (incorporated by reference to the
      Form 8-K, as filed with the Securities and Exchange Commission on March
      20, 2008).10.5
            
            Employment
      Agreement, dated May 30, 2006, by and between Provision Interactive
      Technologies, Inc. and Jeff Vrachan (incorporated by reference to the Form
      8-K, as filed with the Securities and Exchange Commission on March 20,
      2008).10.6
            
            Provision
      Interactive Technologies, Inc. 2002 Stock Option and Incentive Plan
      (incorporated by reference to the Form 8-K, as filed with the Securities
      and Exchange Commission on March 20, 2008).10.8
            
            Joint
      Venture Contract, by and between Provision Interactive Technologies, Inc.
      and Guoshengruiming Co., Ltd. (incorporated by reference to the Form 8-K,
      as filed with the Securities and Exchange Commission on March 20,
      2008).10.9
            
            International
      Distributor Agreement, dated August 7, 2006, by and between Provision
      Interactive Technologies, Inc. and Datavoice Solutions Corporation
      (incorporated by reference to the Form 8-K, as filed with the Securities
      and Exchange Commission on March 20, 2008).10.10
            
            Distributor
      Agreement, dated July 7, 2005, by and between Provision Interactive
      Technologies, Inc. and National Data Japan Co., Ltd. (incorporated by
      reference to the Form 8-K, as filed with the Securities and Exchange
      Commission on March 20, 2008).10.14
            
            International
      Distributor Agreement, dated June 26, 2007, by and between Provision
      Interactive Technologies, Inc. and Nam Tien New Technology Joint Stock
      Company (incorporated by reference to the Form 8-K, as filed with the
      Securities and Exchange Commission on March 20, 2008).10.15
            
            Marketing
      Agreement, dated February 28, 2007, by and between Intel Corporation and
      Provision Interactive Technologies, Inc. (incorporated by reference to the
      Form 8-K, as filed with the Securities and Exchange Commission on March
      20, 2008).10.16
            
            International
      Distributor Agreement, dated July 21, 2006, by and between Provision
      Interactive Technologies, Inc. and 3 Boyut Tanitim Ve Refklamcilik
      Hizmetler (incorporated by reference to the Form 8-K, as filed with the
      Securities and Exchange Commission on March 20, 2008).10.17
            
            International
      Distributor Agreement, dated July 22, 2006, by and between Provision
      Interactive Technologies, Inc. and Beyaz Ileisim Teknolojileri Yazihm
      Insaat Sanayi Ve Dis Ticaret Limited Sirketi (incorporated by reference to
      the Form 8-K, as filed with the Securities and Exchange Commission on
      March 20, 2008).10.20
            
            International
      Distributor Agreement, dated June 20, 2006, by and between Provision
      Interactive Technologies, Inc. and Trendform Ou (incorporated by reference
      to the Form 8-K, as filed with the Securities and Exchange Commission on
      March 20, 2008).10.21
            
            International
      Distributor Agreement, dated July 3, 2007, by and between Provision
      Interactive Technologies, Inc. and Mas Dimensiones Sociedad Cooperativa De
      Responsabilidad Limitada (incorporated by reference to the Form 8-K, as
      filed with the Securities and Exchange Commission on March 20,
      2008).10.22
            
            International
      Distributor Agreement, dated June 26, 2007, by and between Provision
      Interactive Technologies, Inc. and Nam Tien New Technology Joint Stock
      Company (incorporated by reference to the Form 8-K, as filed with the
      Securities and Exchange Commission on March 20, 2008).10.24
            
            Strategic
      Alliance and Purchase Agreement, dated October 19, 2006, by and among
      Provision Interactive Technologies, Inc., Studio One Media, Inc., and
      Xtreme Technologies and Media Groups, Inc. (incorporated by reference to
      the Form 8-K, as filed with the Securities and Exchange Commission on
      March 20, 2008).10.25
            
            Sales
      and Marketing Agreement, dated February 1, 2006, by and between Provision
      Interactive Technologies, Inc. and The Benites Group, Inc. (incorporated
      by reference to the Form 8-K, as filed with the Securities and Exchange
      Commission on March 20, 2008).10.26
            
            Sales
      and Marketing Agreement, dated November 9, 2006, by and between Provision
      Interactive Technologies, Inc. and Kimmelman Neil Group (incorporated by
      reference to the Form 8-K, as filed with the Securities and Exchange
      Commission on March 20, 2008).10.30
            
            Sales
      and Marketing Agreement, dated October 27, 2006, by and between Provision
      Interactive Technologies, Inc. and Wonderworks Media Limited (incorporated
      by reference to the Form 8-K, as filed with the Securities and Exchange
      Commission on March 20, 2008).16.1
            
            Letter
      from Jasper & Hill, PC, dated April 30, 2008 (incorporated by
      reference to the Form 8-K, as filed with the Securities and Exchange
      Commission on May 6, 2008)21
            
            List
      of Subsidiaries (incorporated by reference to the Form 8-K, as filed with
      the Securities and Exchange Commission on March 20,
  2008).31.1
            
            Certification
      of Chief Executive Officer and Chief Financial Officer Pursuant
      to Securities Exchange Act Rule 13a-14(a)\15d-14(a)32.1
            
            Certification
      of Chief Financial Officer pursuant to Rule 13a-14(a) of the
      Securities Exchange Act of 193499.1
            
            Pro
      forma financial information (incorporated by reference to the Form 8-K, as
      filed with the Securities and Exchange Commission on March 20,
      2008).





22










SIGNATURES





In
accordance with the requirements of Section 13 or 15(d) of the Exchange
Act, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.








PROVISION
      HOLDING, INC.Dated:
      November 12, 2009
            By:
            /s/ Curt
      ThorntonName:
      Curt ThorntonTitle:   Chief
      Executive Officer








In
accordance with the Exchange Act, this report has been signed below by the
following persons on November 12, 2009, on behalf of the registrant and in the
capacities Indicated.








Signature
            Title/s/
      Curt Thornton
            Chief
      Executive Officer, Chairman of the Board,
              President
      and DirectorCurt
      Thornton
            (Principal
      Executive Officer and Principal Financial Officer)/s/
      Robert Ostrander
            Vice
      President, Sales, Business Development,Robert
      Ostrander
            Secretary
      and Director/s/
      Jeff Vrachan
            Vice
      President, Engineering,Jeff
      Vrachan
            Chief
      Technology Officer and Director/s/
      Jon Corfino
            DirectorJon
      Corfino








23





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





TO
THE BOARD OF DIRECTORS AND STOCKHOLDERS OF PROVISION HOLDING, INC.:





We have
audited the accompanying consolidated balance sheets of Provision Holding, Inc.
(the "Company") as of June 30, 2009 and 2008, and the related statements of
operations, stockholders' deficit, and cash flows for the years ended June 30,
2009 and 2008. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.




We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control
over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.






In our
opinion, based on our audits, such financial statements present fairly, in all
material respects, the financial position of the Company as of June 30, 2009 and
2008, and the results of its operations and its cash flows for the years ended
June 30, 2009 and 2008, in conformity with accounting principles generally
accepted in the United States of America.




The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in the
notes to the financial statements, the Company has incurred significant losses
in 2009 and 2008 and has negative working capital of approximately $2,500,000.
These matters raise substantial doubt about the Company’s ability to continue as
a going concern.  Management’s plans concerning these matters are also
described in the notes to the consolidated financial statements.  The
consolidated financial statements do not include adjustments that might result
from the outcome of this uncertainty.




/s/
Farber Hass Hurley LLP





Camarillo,
California


November  12,
2009













F -
1


PROVISION
HOLDING, INC.


CONSOLIDATED
BALANCE SHEETS


JUNE
30, 2009 AND 2008





2009
            
            
            2008ASSETSCURRENT
      ASSETSCash
            
            $
            19,339
            
            
            $
            287,641Accounts
      receivable
            
            
            -
            
            
            
            -Inventory
            
            
            222,712
            
            
            
            322,793Prepaid
      expenses
            
            
            106,875
            
            
            
            -Investments
            
            
            3,000
            
            
            
            6,000TOTAL
      CURRENT ASSETS
            
            
            351,926
            
            
            
            616,434EQUIPMENT, net of
      accumulated depreciation
            
            
            472,715
            
            
            
            541,568PREPAID
      FINANCING COSTS
            
            
            93,781
            
            
            
            125,464INTANGIBLES, net of
      accumulated amortization
            
            
            174,649
            
            
            
            137,556TOTAL
      ASSETS
            
            $
            1,093,071
            
            
            $
            1,421,022LIABILITIES
      AND STOCKHOLDERS’ DEFICITCURRENT
      LIABILITIESAccounts
      payable and accrued expenses
            
            $
            599,835
            
            
            $
            299,152Accrued
      interest
            
            
            571,417
            
            
            
            325,495Unearned
      revenue
            
            
            71,557
            
            
            
            -Loss
      contingency payable
            
            
            592,312
            
            
            
            592,312Current
      portion of convertible debt, net of debt discount of
    $568,119
            
            
            921,881Notes
      payable
            
            
            138,000
            
            
            
            401,821TOTAL
      CURRENT LIABILITIES
            
            
            2,895,002
            
            
            
            1,618,780CONVERTIBLE DEBT,net of
      current portion and debt discount of $1,235,195
            
            
            219,805
            
            
            
            220,438TOTAL
      LIABILITIES
            
            
            3,114,807
            
            
            
            1,839,218STOCKHOLDERS’
      DEFICITPreferred
      stock, par value $0.001 per shareAuthorized
      – 4,000,000 sharesIssued
      and outstanding – 0 shares
            
            
            -
            
            
            
            -Common
      stock, par value $0.001 per shareAuthorized
      – 100,000,000 sharesIssued
      and outstanding – 26,465,372 and 24,446,353, respectively
            
            
            26,465
            
            
            
            24,446Additional
      paid-in capital
            
            
            12,198,454
            
            
            
            11,317,575Less  receivable
      for stock
            
            
            (50,000
            )
            
            
            (50,000
            )Accumulated
      deficit
            
            
            (14,196,655
            )
            
            
            (11,710,217
            )TOTAL
      STOCKHOLDERS’ DEFICIT
            
            
            (2,021,736
            )
            
            
            (418,196
            )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
            
            $
            1,093,071
            
            
            $
            1,421,022





The
accompanying notes are an integral part of the financial
statements


F -
2








PROVISION
HOLDING, INC.


CONSOLIDATED
STATEMENTS OF OPERATIONS


FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008





2009
            
            
            2008REVENUES
            
            $
            438,772
            
            
            $
            529,301COST
      OF REVENUES
            
            
            234,310
            
            
            
            290,292GROSS
      PROFIT
            
            
            204,462
            
            
            
            239,009EXPENSESGeneral
      and administrative
            
            
            1,816,733
            
            
            
            2,748,461Research
      and development
            
            
            170,986
            
            
            
            157,767TOTAL
      EXPENSES
            
            
            1,987,719
            
            
            
            2,906,228(LOSS)
      FROM OPERATIONS
            
            
            (1,783,257
            )
            
            
            (2,667,219
            )OTHER
      INCOME (EXPENSE)Unrealized
      loss on securities
            
            
            (3,000
            )
            
            
            (14,000
            )Gain
      on disposal of fixed asset
            
            
            5,725
            
            
            
            -Forgiveness
      of debt
            
            
            -
            
            
            
            81,200Interest
      expense
            
            
            (704,306
            )
            
            
            (2,402,724
            )TOTAL
      OTHER INCOME (EXPENSE)
            
            
            (701,581
            )
            
            
            (2,335,524
            )(LOSS)
      BEFORE INCOME TAXES
            
            
            (2,484,838
            )
            
            
            (5,002,743
            )Income
      tax expense
            
            
            1,600
            
            
            
            3,200NET
      (LOSS)
            
            
            (2,486,438
            )
            
            
            (5,005,943
            )NET
      (LOSS) PER COMMON SHAREBasic
      and diluted
            
            
            (0.10
            )
            
            
            (0.20
            )WEIGHTED
      AVERAGE NUMBER OFCOMMON
      SHARES OUTSTANDINGBasic
      and diluted
            
            
            25,101,493
            
            
            
            24,446,353








The
accompanying notes are an integral part of the financial statements





F -
3








PROVISION
HOLDING, INC.


CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ DEFICIT




Common
      StockShares
              
              
              Amount
              
              
              Additional
      Paid-in Capital
              
              
              Receivable
      for Stock
              
              
              Accumulated
                Deficit
              
              
              Total
      Stockholders’ DeficitBalance,
      June 30, 2007 (as restated)
              
              
              21,364,312
              
              
              $
              21,364
              
              
              $
              6,071,534
              
              
              
              -
              
              
              $
              (6,704,274
              )
              
              $
              (611,376
              )Issuance
      of common stock for debt
              
              
              1,675,000
              
              
              
              1,675
              
              
              
              1,673,325
              
              
              
              
              
              
              
              -
              
              
              
              1,675,000Issuance
      of common stock forinterest
      expense
              
              
              87,174
              
              
              
              87
              
              
              
              87,087
              
              
              
              
              
              
              
              -
              
              
              
              87,174Issuance
      of common stock forservices
              
              
              319,867
              
              
              
              320
              
              
              
              595,780
              
              
              
              
              
              
              
              -
              
              
              
              596,100Conversion
      of options
              
              
              1,000,000
              
              
              
              1,000
              
              
              
              216,875
              
              
              
              
              
              
              
              -
              
              
              
              217,875Issuance
      of stock options
              
              
              -
              
              
              
              -
              
              
              
              549,841
              
              
              
              
              
              
              
              -
              
              
              
              549,841Debt
      discount
              
              
              -
              
              
              
              -
              
              
              
              2,123,133
              
              
              
              
              
              
              
              -
              
              
              
              2,123,133Net
      (loss) for the yearEnded
      June 30, 2008
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              (5,005,943
              )
              
              
              (5,005,943
              )Balance,
      June 30, 2008
              
              
              24,446,353
              
              
              $
              24,446
              
              
              $
              11,317,575
              
              
              $
              (50,000
              )
              
              $
              (11,710,217
              )
              
              $
              (418,196
              )Issuance
      of common stock forServices
              
              
              2,019,019
              
              
              
              2,019
              
              
              
              430,656
              
              
              
              
              
              
              
              -
              
              
              
              432,675Non-cash
      compensation
              
              
              -
              
              
              
              -
              
              
              
              43,266
              
              
              
              
              
              
              
              -
              
              
              
              43,266Debt
      discount
              
              
              -
              
              
              
              -
              
              
              
              406,957
              
              
              
              
              
              
              
              -
              
              
              
              406,957Net
      (loss) for the yearEnded
      June 30, 2009
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              (2,486,438
              )
              
              
              (2,486,438
              )Balance,
      June 30, 2009
              
              
              26,465,372
              
              
              $
              26,465
              
              
              $
              12,198,454
              
              
              $
              (50,000
              )
              
              $
              (14,196,655
              )
              
              $
              (2,021,736
              )








The
accompanying notes are an integral part of the financial
statements


F -
4


PROVISION
HOLDING, INC.


CONSOLIDATED
STATEMENTS OF CASH FLOWS


FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008





2009
            
            
            2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      (loss)
            
            $
            (2,486,438
            )
            
            $
            (5,005,943
            )Adjustments
      to reconcile net (loss) to net cash(used)
      by operating activities:Non-cash
      compensation
            
            
            36,700
            
            
            
            1,281,316Forgiveness
      of debt
            
            
            -
            
            
            
            (81,200
            )Stock
      issued for services
            
            
            325,800
            
            
            
            82,500Depreciation
      expense
            
            
            115,568
            
            
            
            17,681Amortization
            
            
            2,496
            
            
            
            1,944Gain
      on disposal of fixed asset
            
            
            (5,725
            )
            
            
            -Unrealized
      loss on securities
            
            
            3,000
            
            
            
            14,000Amortization
      of debt discount
            
            
            342,950
            
            
            
            1,953,507Changes
      in operating assets and liabilities:Accounts
      receivable
            
            
            -
            
            
            
            705Inventory
            
            
            100,081
            
            
            
            (101,631
            )Prepaid
      financing costs
            
            
            99,933
            
            
            
            -Other
      assets
            
            
            -
            
            
            
            -Accounts
      payable and accrued liabilities
            
            
            300,683
            
            
            
            30,645Accrued
      interest
            
            
            245,922
            
            
            
            211,417Unearned
      revenue
            
            
            71,557
            
            
            
            (52,140
            )NET
      CASH (USED) BY OPERATING ACTIVITIES
            
            
            (847,473
            )
            
            
            (1,647,199
            )CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase
      of equipment
            
            
            (40,990
            )
            
            
            (435,679
            )Patents
            
            
            (39,589
            )
            
            
            -NET
      CASH (USED) BY INVESTING ACTIVITIES
            
            
            (80,579
            )
            
            
            (435,679
            )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from notes payable, net of fees
            
            
            659,750
            
            
            
            1,485,000Prepayments
      of notes payable
            
            
            -
            
            
            
            (344,459
            )NET
      CASH PROVIDED BY FINANCING ACTIVITIES
            
            
            659,750
            
            
            
            1,140,541NET
      (DECREASE) IN CASHAND
      CASH EQUIVALENTS
            
            
            (268,302
            )
            
            
            (942,337
            )CASH
      AND CASH EQUIVALENTSAT
      THE BEGINNING OF
              THE
      PERIOD
            
            
            287,641
            
            
            
            1,229,978CASH
      AND CASH EQUIVALENTSAT
      THE END OF THE PERIOD
            
            $
            19,339
            
            
            $
            287,641








The
accompanying notes are an integral part of the financial
statements


F -
5


PROVISION
HOLDING, INC.


CONSOLIDATED
STATEMENTS OF CASH FLOWS CONTINUED


FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008





2009
            
            
            2008SUPPLEMENTAL
      DISCLOSURE OFCASH
      FLOW INFORMATIONInterest
      paid
            
            $
            12,500
            
            
            $
            42,551Taxes
      paid
            
            $
            1,600
            
            
            $
            3,200SCHEDULE
      OF NON-CASH INVESTING ANDFINANCING
      ACTIVITIES:Issuance
      of 1,675,000 shares of common stock for debt conversion
            
            $
            -
            
            
            $
            1,675,000Issuance
      of 87,174 shares of common stock for interest expense
            
            $
            -
            
            
            $
            87,174





The
accompanying notes are an integral part of the financial
statements


F -
6


PROVISION
HOLDING, INC.


CONDENSED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008





NOTE
1                                ORGANIZATION
AND BASIS OF PRESENTATION





Business
Description and Presentation




On
February 14, 2008, MailTec, Inc. (now known as Provision Holding, Inc.) (the
“Company”) entered into an Agreement and Plan of Merger, which was amended and
restated on February 27, 2008 (as amended and restated, the “Agreement”), and
closed effective February 28, 2008, with ProVision Merger Corp., a Nevada
corporation and wholly owned subsidiary of the Company (the “Subsidiary”) and
Provision Interactive Technologies, Inc., a California corporation
(“Provision”).  Pursuant to the Agreement, the Subsidiary merged into
Provision, and Provision became a wholly owned subsidiary of the Company. As
consideration for the merger of the Subsidiary into Provision, the Company
issued 20,879,350 shares of the Company’s common stock to the shareholders,
creditors, and certain warrant holders of Provision, representing approximately
86.5% of the Company’s aggregate issued and outstanding common stock, and the
outstanding shares and debt, and those warrants whose holders received shares of
the Company’s common stock, of Provision were transferred to the Company and
cancelled.




The
Company is focused on the development and distribution of Provision’s patented
three-dimensional, holographic interactive displays focused at grabbing and
holding consumer attention particularly and initially in the advertising and
product merchandising markets.  The systems display a moving 3D image
size to forty inches in front of the display, projecting a digital video image
out into space detached from any screen, rendering truly independent floating
images featuring high definition and crisp visibility from far
distances.  The nearest comparable to this technology can be seen in
motion pictures such as Star Wars and Minority Report, where objects and humans
are represented through full-motion holograms.




Provision’s
proprietary and patented display technologies and software, and innovative
solutions aim to attract consumer attention.  Currently THE Company
has multiple contracts to place Provision’s products into large California
grocery stores, independent Hispanic grocery stores, as well as signed
agreements with advertising agents to sell ad space to Fortune 500 customers.
Given the technology’s potential in the advertising market, the Company is
focused on creating recurring revenue streams from the sale of advertising space
on each unit.




Management
has reviewed and evaluated material subsequent events from the balance sheet
date of June 30, 2009, through the financial statements issue date of November
12, 2009.  All appropriate subsequent event disclosures have been made in
the notes to our financial statements.




Going Concern





These
financial statements are presented on the basis that the Company is a going
concern. Going concern contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business over a reasonable
length of time. The Company has incurred a loss of approximately $2,400,000 in
the current period and has negative working capital of approximately $2,500,000.
These matters raise substantial doubt about the Company’s ability to continue as
a going concern. The consolidated financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern. The Company's
continuation as a going concern is dependent upon its ability to generate
sufficient cash flow to meet its obligations on a timely basis, to obtain
additional financing or refinancing as may be required and, ultimately, to
attain profitable operations. Management’s plan to eliminate the going concern
situation include, but are not limited to, the raise of additional capital
through issuance of debt and equity, improved cash flow management, aggressive
cost reductions, and the creation of additional sales and profits across its
product lines.





Principles of
Consolidation





The
consolidated financial statements include the financial statements of the
Company and its wholly owned subsidiary.  All significant
inter-company balances and transactions have been eliminated in
consolidation.





Use
of Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
certain estimates and assumptions that affect the reported amounts and timing of
revenues and expenses, the reported amounts and classification of assets and
liabilities, and the disclosure of contingent assets and
liabilities.  These estimates and assumptions are based on the
Company’s historical results as well as management’s future
expectations.  The Company’s actual results could vary materially from
management’s estimates and assumptions.




F -
7




PROVISION
HOLDING, INC.
 CONDENSED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008


Disclosure About Fair Value of
Financial Instruments





The
Company estimates that the fair value of all financial instruments at June 30,
2009 as defined in FASB 107 does not differ materially from the aggregate
carrying values of its financial instruments recorded in the accompanying
balance sheet.  The estimated fair value amounts have been determined
by the Company using available market information and appropriate valuation
methodologies.  Considerable judgment is required in interpreting
market data to develop the estimates of fair value, and accordingly, the
estimates are not necessarily indicative of the amounts that the Company could
realize in a current market exchange.




Cash and Cash
Equivalents




The
Company considers all highly liquid investments, with an original maturity of
three months or less when purchased, to be cash equivalents.




Inventories




Inventories
are stated at the lower of cost (first-in, first-out) or market.




Intangibles




Intangibles
represent primarily costs incurred in connection with patent
applications.  Such costs are amortized using the straight-line method
over the useful life of the patent once issued, or expensed immediately if any
specific application is unsuccessful.




Impairment
of Long-Lived Assets and Goodwill




In
accordance with SFAS No. 142, “Goodwill and Other Intangible
Assets”, goodwill andintangible assets that
are not subject to amortization shall be tested for impairment annually, or more
frequently if events or changes in circumstances indicate that the asset might
be impaired. The impairment test shall consist of a comparison of the fair value
of an intangible asset with its carrying amount, as defined. If the carrying
amount of goodwill or an intangible asset exceeds its fair value, an impairment
loss shall be recognized in an amount equal to that excess.




In
accordance with SFAS No. 144, “Accounting for the Impairment or
Disposal of Long-lived Assets”,the carrying value of long-lived assets,
including amortizable intangibles and property and equipment, are evaluated
whenever events or changes in circumstances indicate that a potential impairment
has occurred relative to a given asset or assets. Impairment is deemed to have
occurred if projected undiscounted cash flows associated with an asset are less
than the carrying value of the asset. The estimated cash flows include
management’s assumptions of cash inflows and outflows directly resulting from
the use of that asset in operations. The amount of the impairment loss
recognized is equal to the excess of the carrying value of the asset over its
then estimated fair value. There were no impairment losses recognized in fiscal
2009 or 2008.




Revenue
Recognition




The
Company uses the accrual method of accounting. Sales are recognized when goods
are shipped and title has passed.  Revenue from licensing,
distribution and marketing agreements is recognized over the term of the
contract.




Significant
Customers




During
fiscal years ended June 30, 2009 and 2008, no single customer accounted for more
than 10% of the Company’s net sales.




Research and Development
Costs




The
Company charges all research and development costs to expense when
incurred.  Manufacturing costs associated with the development of a
new process or a new product are expensed until such times as these processes or
products are proven through final testing and initial acceptance by the
customer.




Depreciation
and Amortization




The
Company depreciates its property and equipment using the straight-line method
with estimated useful lives from three to seven years.  For federal
income tax purposes, depreciation is computed using an accelerated
method.







F -
8




PROVISION
HOLDING, INC.
 CONDENSED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008


Shipping and Handling
Costs




The
Company’s policy is to classify shipping and handling costs as a component of
Costs of Products Sold in the Statement of Operations.




Advertising
Costs




Advertising
costs are expensed as incurred.  Advertising expense was approximately
$115,866 and $186,522 in 2009 and 2008, respectively.




Accounting for Stock Option Based
Compensation




Effective
July 1, 2006, the Company adopted SFAS No. 123(R), “Share-Based Payment: An Amendment of
FASB Statements No. 123 and 95” using the modified prospective method.
Under this method, compensation cost is recognized on or after the effective
date for the portion of outstanding awards, for which the requisite service has
not yet been rendered, based on the grant date fair value of those awards. Prior
to July 1, 2006, the Company accounted for employee stock options using the
intrinsic value method in accordance with Accounting Principles Board (APB)
Opinion No. 25 (APB No. 25), “Accounting for Stock Issued to
Employees,” and adopted the disclosure only alternative of SFAS No. 123.
For stock-based awards issued on or after July 1, 2006, the Company recognizes
the compensation cost on a straight-line basis over the requisite service period
for the entire award. Measurement and attribution of compensation cost for
awards that are unvested as of the effective date of SFAS No. 123(R) are based
on the same estimate of the grant-date or modification-date fair value and the
same attribution method used under SFAS No. 123.




On
November 10, 2005, the Financial Accounting Standards Board (FASB) issued FASB
Staff Position No. FAS 123(R)-3 “Transition Election Related to
Accounting for Tax Effects of Share-Based Payment Awards". The Company
has elected to adopt the alternative transition method provided in the FASB
Staff Position for calculating the tax effects of stock-based compensation
pursuant to SFAS No. 123(R). The alternative transition method includes
simplified methods to establish the beginning balance of the additional paid-in
capital pool (APIC pool) related to the tax effects of employee stock-based
compensation, and to determine the subsequent impact on the APIC pool and
Consolidated Statements of Cash Flows of the tax effects of employee stock-based
compensation awards that are outstanding upon adoption of SFAS No. 123(R). As
the Company is currently in a net operating loss position and has placed
valuation allowances on its net deferred tax assets, there is no net impact on
the Company’s APIC pool related to stock-based compensation for the year ended
June 30, 2008.




Income
Taxes




The
Company accounts for income taxes under SFAS 109, “Accounting for Income Taxes.”
Under the asset and liability method of SFAS 109, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statements 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 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period the
enactment occurs. A valuation allowance is provided for certain deferred tax
assets if it is more likely than not that the Company will not realize tax
assets through future operations.




Basic
and Diluted Income (Loss) per Share




In
accordance with SFAS No. 128, “Earnings Per Share,” basic income (loss) per
common share is computed by dividing net income (loss) available to common
stockholders by the weighted average number of common shares outstanding.
Diluted income (loss) per common share is computed similar to basic income per
common share except that the denominator is increased to include the number of
additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were dilutive.
As of June 30, 2008, the Company had debt instruments outstanding that can
potentially be converted into 3,890,000 shares of common stock.




Reclassification




Certain
reclassifications have been made to conform the prior period amounts to the June
30, 2009 amounts for comparative purposes.




Recent
Accounting Pronouncements





In the
first quarter of fiscal 2009, the Company adopted Statement of Financial
Accounting Standards No. 157, Fair Value Measurements, (“SFAS No. 157”) for all
financial assets and financial liabilities and for all non-financial assets and
non-financial liabilities recognized or disclosed at fair value in the financial
statements on a recurring basis (at least annually). SFAS No. 157 defines fair
value, establishes a framework for measuring fair value, and enhances fair value
measurement disclosure. The adoption of SFAS No. 157 did not have a significant
impact on our consolidated financial statements, and the resulting fair values
calculated under SFAS No. 157 after adoption were not significantly different
than the fair values that would have been calculated under previous
guidance.




F -
9




PROVISION
HOLDING, INC.
 CONDENSED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008


In
February 2007, the FASB issued SFAS 159, The Fair Value Option for Financial
Assets and Financial Liabilities – Including an amendment of FASB Statement
No. 115 (ASC 825) . SFAS 159 permits companies to measure
certain financial instruments and other items at fair value. We have not elected
the fair value option applicable under SFAS 159.


In
October 2008, the Financial Accounting Standards Board (“FASB”) issued Financial
Staff Position 157-3, Determining the Fair Value of a Financial Asset When the
Market for That Asset Is Not Active, (“FSP 157-3”). FSP 157-3 clarifies the
application of SFAS No. 157 in a market that is not active, and addresses
application issues such as the use of internal assumptions when relevant
observable data does not exist, the use of observable market information when
the market is not active, and the use of market quotes when assessing the
relevance of observable and unobservable data. FSP 157-3 is effective for all
periods presented in accordance with SFAS No. 157. The adoption of FSP 157-3 did
not have a significant impact on our consolidated financial statements or the
fair values of our financial assets and liabilities.





In
December 2008, the FASB issued Financial Staff Position (“FSP”) Financial
Accounting Standard No. 140-4 and FASB Interpretation 46(R)-8, Disclosures by
Public Entities (Enterprises) about Transfers of Financial Assets and Interests
in Variable Interest Entities (“FSP FAS 140-4” and “FIN 46(R)-8”). The document
increases disclosure requirements for public companies and is effective for
reporting periods (interim and annual) that end after December 15, 2008. FSP FAS
140-4 and FIN 46(R)-8 became effective for us on December 31, 2008. The adoption
of FSP FAS 140-4 and FIN 46(R)-8 did not have a significant impact on our
consolidated financial statements.





In April
2009, the FASB issued FSP 107-1 and Accounting Principles Board Opinion
(APB) 28-1, Interim
Disclosures about Fair Value of Financial Instruments (ASC 820).
FSP 107-1 amends SFAS 107, Disclosures about Fair Value
Instruments and APB 28, Interim Financial Reporting
(ASC 820), to require disclosures about fair value of financial instruments
during interim reporting periods. The Company will adopt the provisions of
FSP 107-1 and APB 28-1 during the quarter ended September 30,
2009.


In May
2009, the FASB issued SFAS 165, which establishes general standards of
accounting for and disclosures of events that occur after the balance sheet date
but before financial statements are issued or are available to be issued.
SFAS 165 also requires the disclosure of the date through which subsequent
events have been evaluated and the basis for that date. The Company adopted the
provisions of SFAS 165 during the quarter ended June 30,
2009.




In June
2009, the Financial Accounting Standards Board (“FASB”) issued ASC Statement No.
105,   the FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles (“ASC
105”).  ASC 105 will become the single source authoritative
nongovernmental U.S. generally accepted accounting principles (“GAAP”),
superseding existing FASB, American Institute of Certified Public Accountants,
Emerging Issues Task Force, and related accounting literature.  ASC
105 reorganized the thousands of GAAP pronouncements into roughly 90 accounting
topics and displays them using a consistent structure.  Also included
is relevant SEC guidance organized using the same topical structure in separate
sections.  The Company adopted ASC 105 for the financial statements
ended September 30, 2009.  The adoption of ASC 105 did not have an
impact on the Company’s financial position or results of
operations.




NOTE
2                                INVENTORY





Inventory
consists of the following:





June
      30, 2009
            
            
            June
      30, 2008Raw
      materials
            
            $
            128,388
            
            
            $
            170,493Work
      in process
            
            
            94,324
            
            
            
            125,715Finished
      goods
            
            
            -
            
            
            
            26,585Total
            
            $
            222,712
            
            
            $
            322,793





NOTE
3                                EQUIPMENT,
net





Equipment
consists of the following:





June
      30, 2009
            
            
            June
      30, 2008Furniture
      and fixtures
            
            $
            17,018
            
            
            $
            17,018Computer
      equipment
            
            
            30,579
            
            
            
            18,899Equipment
            
            
            166,602
            
            
            
            166,602Demo
      units
            
            
            69,943
            
            
            
            162,9153DEO
      Kiosks
            
            
            438,912
            
            
            
            313,203723,054
            
            
            
            678,637Less
      accumulated depreciation
            
            
            (250,339
            )
            
            
            (137,069
            )Total
            
            $
            472,715
            
            
            $
            541,568





F -
10





PROVISION
HOLDING, INC.
 CONDENSED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008


NOTE
4                                INTANGIBLES,
net of accumulated amortization





Intangibles
consist of the following:





June
      30, 2009
            
            
            June
      30, 2008Patents
      in process
            
            $
            126,569
            
            
            $
            90,286Patents
      issued
            
            
            58,037
            
            
            
            54,731184,606
            
            
            
            145,017Less
      accumulated amortization
            
            
            (9,957
            )
            
            
            (7,461
            )Total
            
            $
            174,649
            
            
            $
            137,556





NOTE
5                                CONVERTIBLE
DEBT




During
the fiscal year ended 2009, the Company issued $435,000 of convertible debt with
warrants to purchase 299,990 shares of common stock. The note is convertible at
the option of the holder at a conversion price of $0.75 per share. The note pays
interest at a rate of 10% per annum and is due 24 months from the date of
issuance. Under EITF 98-5 and 00-27 the relative fair value of the warrants and
the intrinsic value of the beneficial conversion feature were recorded as a
discount to the notes. These discounts, totaling $321,000 will be amortized and
charged to interest expense over the term of the notes using the effective
interest rate method.
 
 In
November of 2008, the Company issued $20,000 of convertible debt with warrants
to purchase 10,000 shares of common stock. The note is convertible at the end of
two years from the date of the note at a conversion price of $0.50 per share.
The note pays interest at a rate of 10% per annum and is due 24 months from the
date of issuance. In addition, the Company allocated the proceeds of issuance
between the convertible debt and the detachable warrants based on their relative
fair values. Accordingly, the Company recognized the relative fair value of the
warrants of $2,000 as a component of stockholders' equity. This discount of
$2,000 will be amortized and charged to interest expense over the term of the
note using the effective interest rate method.
 
 In
December of 2008, the Company issued $10,000 of convertible debt with warrants
to purchase 9,900 shares of common stock. The note is convertible at the option
of the holder at a conversion price of $0.50 per share. The note pays interest
at a rate of 10% per annum and is 24 months from the date of issuance. Under
EITF 98-5 and 00-27 the relative fair value of the warrants and the intrinsic
value of the beneficial conversion feature were recorded as a discount to the
notes. This discount of $9,800 will be amortized and charged to interest expense
over the term of the note using the effective interest rate method.
 
 In May of
2009, the Company issued $25,000 of convertible debt with warrants to purchase
50,000 shares of common stock. The note is convertible at the option of the
holder at a conversion price of $0.18 per share. The note pays interest at a
rate of 12% per annum and is due 12 months from the date of issuance. Under EITF
98-5 and 00-27 the relative fair value of the warrants and the intrinsic value
of the beneficial conversion feature were recorded as a discount to the notes.
This discount of $9,158 will be amortized and charged to interest expense over
the term of the note using the effective interest rate method.
 
 In June
of 2009, the Company issued $100,000 of convertible debt. The note is
convertible at the option of the holder at a conversion price of $0.10 per
share. The note pays interest at a rate of 5% per annum and is due in July 2010.
Under EITF 98-5 and 00-27 the intrinsic value of the beneficial conversion
feature was recorded as a discount to the notes. This discount of $20,000 will
be amortized and charged to interest expense over the term of the note using the
effective interest rate method.
  The
Company determined and recognized the fair value of the embedded beneficial
conversion feature of $361,957 as additional paid-in capital as the convertible
notes were issued with an intrinsic value conversion feature.
  The
Company has charged the beneficial conversion feature to additional paid-in
capital. In addition, the Company allocated the proceeds of issuance between the
convertible debt and the detachable warrants based on their relative fair
values.  For the year ended June 30, 2009 interest expense of $291,384
has been accreted increasing the carrying value of the convertible notes to
$1,141,686 as at June 30, 2009. The fair value of the warrants was estimated
using the Black-Scholes option pricing model with an expected life ranging from
24 to 36 months, a risk free interest rate ranging from .94% to 3.14%, a
dividend yield of 0%, and an expected volatility of 100%.





Convertible
debt consist of the following:





June
      30, 2009Convertible
      notes payable, annual interest rate of 10%, due dates range from May 2010
      to December 2010 convertible into common stock at a rate of $0.10 to $1.50
      per share.
            
            $
            2,195,000Convertible
      note payable, annual interest rate of 10%, convertible into common stock
      at a rate of $1 per share.  Note matured on March 8, 2009 and is
      now in default and due upon demand.
            
            
            750,000Unamortized
      debt discount
            
            
            (1,803,314
            )1,141,686Less
      current portion
            
            
            (921,881
            )Convertible
      debt, net of current portion and debt discount
            
            $
            219,805





During
the year ended June 30, 2009, $590,00 of convertible debt was issued with
369,890 warrants which expire within two years of the date of issue, through May
2011, with exercise prices of $1.00 to $1.50 per share.









NOTE
6                                NOTES
PAYABLE





During
the year ended June 30, 2009, $138,000 of debt was issued with 120,000warrants which
expire within three years of the date of issue, through March 2012, with
exercise prices of $0.10 per share.  $70,000 of these notes are
secured on a dollar for dollar basis on the Company's 3DEO kiosks and
mature during 2010.


NOTE
7                                COMMITMENTS





Lease
Agreement - The Company leases its office space under a month-to-month
lease.  Rent expense for the years ended June 30, 2009 and 2008 was
$73,824 and $74,024, respectively.




Royalty
Fees - The Company has entered into a royalty agreement with another company.
The other entity’s technology has certain characteristics and properties used in
conjunction with the Company’s products. The agreement requires royalties to be
paid at 4% of applicable sales. The Company is currently in contract
negotiations to purchase the other entity’s patent. Royalty expense for the
years ended June 30, 2007 and 2008 was $5,942 and $4,944,
respectively.




F -
11




PROVISION
HOLDING, INC.
 CONDENSED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008


NOTE
8                                EQUITY





Common
Stock




During
October 2008, the Company issued 6,519 shares of its common stock to a
consultant for services rendered.  The underlying shares had a fair
market value of $7,500 on the date of issuance.  As such, the Company
has included $7,500 of non-cash compensation expense in the statement of
operations for the year ended June 30, 2009.





During
December 2008, the Company issued 320,000 shares of its common stock to a
consultant for services rendered.  The underlying shares had a fair
market value of $249,600 on the date of issuance.  As such, the
Company has included $249,600 of non-cash compensation expense in the statement
of operations for the year ended June 30, 2009.





During
December 2008, the Company issued 142,500 shares of its common stock to three
key employees for retention bonuses.  The underlying shares had a fair
market value of $27,075 on the date of issuance.  As such, the Company
has included $27,075 of non-cash compensation expense in the statement of
operations for the year ended June 30, 2009.




During
March 2009, the Company issued $1,500,000 shares of its common stock to a
consultant for services to be rendered through March 2010.  As such,
the Company has included $35,625 of non-cash compensation expense in the
statement of operations for the year ended June 30,2009.


During
April 2009, the Company issued 50,000 shares of its common stock to its legal
counsel  for services rendered.  The underlying shares had a fair
market value of $6,000 on the date of issuance.  As such, the Company
has included $6,000 of non-cash compensation expense in the statement of
operations for the year ended June 30, 2009.





Warrants





During
the year ended June 30, 2009, the Company issued warrants to purchase 369,890
shares of common stock in connection with convertible notes.  These
warrants have an exercise price of $0.10 to 1.50 per share and expire three
years from the date of issue.




During
the year ended June 30, 2009, the Company issued 17,000 warrants to consultants
for services rendered.  These warrants have an exercise price of $0.10
to $1.00 per share and expire three years from the date issue.
 Total
warrants outstanding as of June 30, 2009 were
$2,300,000.


Stock Option
Plan





The
Company has one stock option plan:  The Provision Interactive
Technologies, Inc. 2002 Stock Option and Incentive Plan, (the
“Plan”).  As of June 30, 2009, there were 3,886,649 shares available
for issuance under the Plan.  The Plan is administered by the
Company’s Board of Directors, (the “Board”).





As of
June 30, 2009, the Plan provides for the granting of non-qualified and incentive
stock options to purchase up to 5,000,000 shares of common
stock.  Options vest at rates set by the Board, not to exceed five
years and are exercisable up to ten years from the date of
issuance.   The option exercise price is set by the Board at time
of grant.  Options and restricted stock awards may be granted to
employees, officers, directors and consultants.




During
the year ended June 30, 2009, no new options were granted to employees or
consultants. Employee options outstanding as of June 30, 2009 were
675,851.  The weighted average grant-date fair value of options
granted under the Company’s Option Plan during the years ended June 30, 2008 and
2009 was $1.34 and $0, respectively.


Stock
option transactions for fiscal years 2009 and 2008 are summarized as
follows:




Shares
              
              
              Weighted
      Average
                Exercise
                Price
              
              
              Weighted
      Average Remaining
                Term
              
              
              Aggregate
                Intrinsic
      ValueOutstanding,
      June 30, 2007
              
              
              1,332,971
              
              
              $
              1.07
              
              
              
              3.5Granted
              
              
              432,413
              
              
              $
              1.00Exercised
              
              
              (1,000,000
              )
              
              
              -
              
              
              
              
              
              
              $
              1,070,000Expired
              
              
              (89,533
              )
              
              $
              1.07Outstanding,
      June 30, 2008
              
              
              675,851
              
              
              $
              2.00
              
              
              
              2.5Granted
              
              
              -
              
              
              
              -Exercised
              
              
              -
              
              
              
              -ExpiredOutstanding,
      June 30, 2009
              
              
              675,851
              
              
              
              -
              
              
              
              1.5
              
              
              
              501,661Exercisable,
      June 30, 2009
              
              
              675,851
              
              
              $
              2.00
              
              
              
              1.5
              
              
              
              501,661




The fair
value of options exercised in fiscal years 2009 and 2008 was approximately $0
and $1,070,000, respectively.





The
Company accounts for stock-based incentives plans, in accordance with Statement
of Financial Accounting Standards No. 123(R), “Share-Based Payment”(SFAS
No. 123(R)). Accordingly, the Company estimates the fair value of stock-based
awards utilizing the Black-Scholes pricing model. The fair value of the awards
is amortized as compensation expense on a straight-line basis over the requisite
service period of the award, which is generally the vesting period. The fair
value calculations involve significant judgments, assumptions, estimates and
complexities that impact the amount of compensation expense to be recorded in
current and future periods. The following table summarizes the assumptions and
variables used to compute the weighted average fair value of stock option
grants:




F -
12


PROVISION
HOLDING, INC.
 CONDENSED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008


Year
      EndedJune
      30, 2009
            
            
            June
      30, 2008Option
      Plan Shares:Expected
      term (in years)
            
            
            N/A
            
            
            
            5
      to 10Volatility
            
            
            N/A
            
            
            
            13.2%
      to 34.8%Expected
      dividend
            
            
            N/A
            
            
            
            0%Risk-free
      interest rate
            
            
            N/A
            
            
            
            2.15%
      to 4.91%Weighted-average
      grant date fair value
            
            
            N/A
            
            
            $
            0.88




Under the
provisions of SFAS No. 123(R), the Company recorded $36,700 and $731,475 of
stock compensation expense in our consolidated statements of operations for the
years ended June 30, 2009 and 2008, respectively.





As of
June 30, 2009, there was $0 of total unrecognized compensation cost related to
non-vested share-based compensation arrangements granted under existing stock
option plans.





NOTE
9                      INCOME
TAXES




Deferred
income tax assets and liabilities are computed annually for differences between
the financial statement and income tax bases of assets and liabilities. Such
deferred income tax asset and liability computations are based on enacted tax
laws and rates applicable to periods in which the differences are expected to
reverse.  Valuation allowances are established, when necessary, to
reduce deferred income tax assets to the amounts expected to be
realized.  Income tax expense is the tax payable or refundable for the
period plus or minus the change during the period in deferred income tax assets
and liabilities.




Deferred
income taxes result from temporary differences in the recognition of revenues
and expenses for financial and tax reporting purposes.  At June 30,
2009 and 2008, deferred income tax assets, which are fully reserved, were
comprised primarily of the Net operating loss carryforwards  of
$2,000,000 and $2,00,000, respectively.




The
valuation allowance increased by $2,000,000 and $700,000during
the  years  ended  June  30,  2009
and 2008,  as a result of the increase in the Net Operating
Carryforwards.




For
federal income
tax  purposes,  the  Company  has  net  operating
loss carryforwards  of $11,000,000  as of June 30, 2009 that
expire through 2029.  Additionally,  the  ultimate
utilization  of
net  operating  losses  may
be  limited  by  change  of  control
provision under section 382 of the Internal Revenue Code.




Income
tax expense for 2009 and 2008 consists of the minimum state franchise
tax.




NOTE
10                      LEGAL
PROCEEDINGS




On August
26, 2004, in order to protect its legal rights and in the best interest of the
shareholders at large, the Company filed, in the Superior Court of California, a
complaint alleging breach of contract, rescission, tortuous interference and
fraud with Betacorp Management, Inc. In an effort to resolve all outstanding
issues, the parties agreed, in good faith, to enter into arbitration in the
State of Texas, domicile of the defendants. On August 11, 2006, a judgment was
awarded against the Company in the sum of $592,312. The Company believes the
judgment is without merit and has filed an appeal. A contingency loss of
$592,312 was charged to operations during the year ended June 30,
2007.




The
Company has filed suit against one of its distributors for breach of contract,
breach of covenant of good faith and fair dealing, intentional misrepresentation
and coercion. Based upon the information provided by the Company’s counsel, the
court has issued a preliminary award in favor of the Company. At this time, the
estimated amount is $226,222. No provision for a gain has been reflected in the
accompanying financial statements.




NOTE 11                       SUBSEQUENT
EVENTS (UNAUDITED)





Convertible
Debt





During
July through November, 2009, the Company received $75,000 proceeds from the
issuance of convertible notes payable.  The convertible notes bear
interest at 10% and are due fifteen months from the date of
issuance.  In connection with the convertible notes, the Company
issued 150,000 warrants to the note holders with an exercise price of
$0.50.




F -
13




PROVISION
HOLDING, INC.
 CONDENSED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008


Promissory
Notes





During
July through November, 2009, the Company received $80,000 proceeds from the
issuance of promissory notes payable.  The promissory notes bear
interest at 10% and are due at various dates from April 2010 to July
2010.





Common Stock for
Services





During
July through November, 2009, the Company issued 1,172,272 shares of its common
stock for services rendered during the time period.