UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




Form
10-Q /A
 Amendment
No. 1


(Mark
One)




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




For
the quarterly period ended March 31, 2008





OR




o
TRANSITION REPORT UNDER SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For
the transition period from __________ to __________





COMMISSION
FILE NUMBER 333-127347





PROVISION
HOLDING, INC.


(Exact
Name of registrant as specified in its charter)




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 offices) (Zip Code)





Registrant’s
telephone Number: (818)
775-1624




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





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




Large
      accelerated filer o
            Accelerated
      filer o
            Non-accelerated
      filer o
              (do
      not check if smaller reporting company)
            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 o   No x




As of May
20, 2008, the issuer had 24,126,486 outstanding shares of common
stock.













EXPLANATORY
NOTE:
 
 We are
filing this 10-Q/A to amend Note 5 to the accompanying Financial
Statements.  No other changes have been made
to the original Form 10-Q. This Form 10-Q/A does not purport to provide a
general update or discussion of any other developments subsequent to the
original filing.
 
 The
filing of this Form 10-Q/A shall not be deemed to be an admission that the
original filing, when made, included any untrue statement of material fact or
omitted to state a material fact necessary to make a statement contained therein
not misleading.















TABLE
OF CONTENTS





PagePART
      IItem
      1.
            Financial
      Statements
            F-1Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation
            3Item
      3.
            Quantitative
      and Qualitative Disclosures about Market Risk
            8Item
      4T.
            Controls
      and Procedures
            8PART
      IIItem
      1.
            Legal
      ProceedingsItem
      1A.
            Risk
      Factors
            8Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            9Item
      3.
            Defaults
      Upon Senior Securities
            9Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            9Item
      5.
            Other
      Information
            9Item
      6.
            Exhibits
            910SIGNATURES
            11








2










PART
I





ITEM
1. FINANCIAL STATEMENTS.








PageCondensed
      Consolidated Balance Sheets as of March 31, 2008 (unaudited) and June 30,
      2007
            F-2Condensed
      Consolidated Statements of Operations for the three months ended March 31,
      2008 and 2007 and the nine months ended March 31, 2008 and
      2007
            F-3Condensed
      Consolidated Statements of Stockholders’ Equity for the nine months ended
      March 31, 2008
            F-4Condensed
      Consolidated Statements of Cash Flows for the nine months ended March 31,
      2008 and 2007.
            F-5Notes
      to Condensed Consolidated Financial Statements
            F-7
      - F-11








F-1




PROVISION
HOLDING, INC.


CONDENSED
CONSOLIDATED BALANCE SHEETS





March
      31, 2008 (Unaudited)
            
            
            June
      30, 2007ASSETSCURRENT
      ASSETSCash
            
            $
            190,281
            
            
            $
            1,229,978Accounts
      receivable
            
            
            29,239
            
            
            
            705Inventory
            
            
            518,278
            
            
            
            228,162Investments
            
            
            20,000
            
            
            
            20,000TOTAL
      CURRENT ASSETS
            
            
            757,798
            
            
            
            1,478,845EQUIPMENT, net of
      accumulated depreciation
            
            
            32,956
            
            
            
            37,931INTANGIBLES, net of
      accumulated amortization
            
            
            1,318,113
            
            
            
            1,386,243OTHER
      ASSETS
            
            
            192,889
            
            
            
            124,128TOTAL
      ASSETS
            
            $
            2,301,756
            
            
            $
            3,027,147LIABILITIES
      AND STOCKHOLDERS’ EQUITYCURRENT
      LIABILITIESAccounts
      payable and accrued liabilities
            
            $
            167,307
            
            
            $
            200,645Accrued
      interest
            
            
            287,130
            
            
            
            201,375Payroll
      taxes payable
            
            
            -
            
            
            
            39,100Deferred
      income
            
            
            -
            
            
            
            52,140Loss
      contingency payable
            
            
            592,312
            
            
            
            592,312Current
      portion of long-term debt
            
            
            1,760,505
            
            
            
            1,864,675TOTAL
      CURRENT LIABILITIES
            
            $
            2,807,254
            
            
            $
            2,950,247NOTES PAYABLE,net of
      current portion
            
            
            -
            
            
            
            987,064TOTAL
      LIABILITIES
            
            $
            2,807,254
            
            
            $
            3,937,311STOCKHOLDERS’
      DEFICITPreferred
      stock, par value $0.001 per shareAuthorized
      – 4,000,000 sharesIssued
      and outstanding -0-
            
            $
            -
            
            
            $
            -Common
      stock, par value $0.001 per shareAuthorized
      – 100,000,000 sharesIssued
      and outstanding – 24,126,486 and 21,364,312, respectively
            
            
            24,126
            
            
            
            21,364Additional
      paid-in capital
            
            
            6,310,874
            
            
            
            4,630,962Accumulated
      deficit
            
            
            (6,840,498
            )
            
            
            (5,562,490
            )TOTAL
      STOCKHOLDERS’ DEFICIT
            
            
            (505,
      498
            )
            
            
            (910,164
            )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
            
            $
            2,301,756
            
            
            $
            3,027,147









The
accompanying notes are an integral part of the financial statements











F-2





PROVISION
HOLDING, INC.


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


(UNAUDITED)








Three
      Months Ended March 31, 2008
              
              
              Three
      Months Ended March 31, 2007
              
              
              Nine
      Months Ended March 31, 2008
              
              
              Nine
      Months Ended March 31, 2007REVENUES
              
              $
              38,963
              
              
              $
              93,912
              
              
              $
              461,245
              
              
              
              309,077COST
      OF REVENUES
              
              
              22,411
              
              
              
              50,913
              
              
              
              294,921
              
              
              
              141,196GROSS
      PROFIT
              
              
              16,552
              
              
              
              42,999
              
              
              
              166,324
              
              
              
              167,881EXPENSESGeneral
      and administrative
              
              
              426,170
              
              
              
              171,373
              
              
              
              1,192,196
              
              
              
              738,320Non-cash
      compensation
              
              
              50,000
              
              
              
              -
              
              
              
              50,000
              
              
              
              -TOTAL
      EXPENSES
              
              
              476,170
              
              
              
              171,373
              
              
              
              1,242,196
              
              
              
              738,320(LOSS)
      FROM OPERATIONS
              
              
              (459,618
              )
              
              
              (128,374
              )
              
              
              (1,075,872
              )
              
              
              (570,439
              )OTHER
      INCOME (EXPENSE)Forgiveness
      of debt
              
              
              12,280
              
              
              
              -
              
              
              
              18,447
              
              
              
              -Other
      income
              
              
              -
              
              
              
              20,248
              
              
              
              -
              
              
              
              20,248Interest
      expense
              
              
              (209,287
              )
              
              
              (1,058
              )
              
              
              (218,983
              )
              
              
              (7,122
              )TOTAL
      OTHER INCOME (EXPENSE)
              
              
              (197,007
              )
              
              
              19,190
              
              
              
              (200,536
              )
              
              
              13,126(LOSS)
      BEFORE INCOME TAXES
              
              
              (656,625
              )
              
              
              (109,184
              )
              
              
              (1,276,408
              )
              
              
              (557,313
              )Income
      tax expense
              
              
              1,600
              
              
              
              -
              
              
              
              1,600
              
              
              
              -NET
      (LOSS)
              
              $
              (658,225
              )
              
              $
              (109,184
              )
              
              $
              (1,278,008
              )
              
              $
              (557,313
              )NET
      (LOSS) PER COMMON SHAREBasic
      and diluted
              
              $
              (0.03
              )
              
              $
              (0.01
              )
              
              $
              (0.06
              )
              
              $
              (0.03
              )WEIGHTED
      AVERAGE NUMBER OFCOMMON
      SHARES OUTSTANDINGBasic
      and diluted
              
              
              22,760,575
              
              
              
              21,364,312
              
              
              
              21,826,349
              
              
              
              21,364,312


The
accompanying notes are an integral part of the financial statements




F-3








PROVISION
HOLDING, INC.


CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT


FOR
THE NINE MONTHS ENDED MARCH 31, 2008


(UNAUDITED)









Common
      Stock
            
            
            Additional
      Paid-in
            
            
            Accumulate
            
            
            Total
      Stockholders’Shares
            
            
            Amount
            
            
            Capital
            
            
            Deficit
            
            
            DeficitBalance,
      June 30, 2007 asrecapitalized
            
            
            21,364,312
            
            
            $
            21, 364
            
            
            $
            4,630,962
            
            
            $
            (5,562,490
            )
            
            $
            (910,164
            )Issuance
      of common stock for debt
            
            
            1,675,000
            
            
            
            1,675
            
            
            
            1,673,325
            
            
            
            -
            
            
            
            1,675,000Convertible
      debt acquisition fees
            
            
            -
            
            
            
            -
            
            
            
            (129,500
            )
            
            
            -
            
            
            
            (129,500
            )Issuance
      of common stock forinterest
      expense
            
            
            87,174
            
            
            
            87
            
            
            
            87,087
            
            
            
            -
            
            
            
            87,174Conversion
      of cashless options
            
            
            1,000,000
            
            
            
            1,000
            
            
            
            49,000
            
            
            
            -
            
            
            
            50,000Net
      (loss) for the nine monthsEnded
      March 31, 2008
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (1,278,008
            )
            
            
            (1,278,008
            )Balance,
      March 31, 2008
            
            
            24,126,486
            
            
            $
            24,126
            
            
            $
            6,310,874
            
            
            $
            (6,840,498
            )
            
            $
            (505,498
            )





The
accompanying notes are an integral part of the financial statements









F-4







PROVISION
HOLDING, INC.


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(UNAUDITED)




Nine
      Months Ended March 31, 2008
              
              
              Nine
      Months Ended March 31, 2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      (loss)
              
              $
              (1,278,008
              )
              
              $
              (557,313
              )Adjustments
      to reconcile net (loss) to net cash(used)
      by operating activities:Non-cash
      compensation
              
              
              50,000
              
              
              
              -Forgiveness
      of debt
              
              
              (18,447
              )
              
              
              -Depreciation
      expense
              
              
              13,000
              
              
              
              16,919Amortization
              
              
              68,130
              
              
              
              77,402Changes
      in operating assets and liabilities:Accounts
      receivable
              
              
              (28,534
              )
              
              
              4,095Inventory
              
              
              (290,116
              )
              
              
              -Other
      assets
              
              
              (68,761
              )
              
              
              -Accounts
      payable and accrued liabilities
              
              
              (33,338
              )
              
              
              226,554Payroll
      taxes payable
              
              
              (39,100
              )
              
              
              (328
              )Accrued
      interest
              
              
              179,096
              
              
              
              -Deferred
      income
              
              
              (52,140
              )
              
              
              (2,985
              )NET
      CASH (USED) BY OPERATING ACTIVITIES
              
              
              (1,498,218
              )
              
              
              (235,656
              )CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase
      of equipment
              
              
              (8,025
              )
              
              
              -Purchase
      of investments
              
              
              -
              
              
              
              (20,000
              )NET
      CASH (USED) PROVIDED BY INVESTING ACTIVITES
              
              
              (8,025
              )
              
              
              (20,000
              )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from note payable, net of fees
              
              
              800,500
              
              
              
              50,000Repayments
      of notes payable
              
              
              (333,954
              )
              
              
              (27,693
              )NET
      CASH PROVIDED BY FINANCING ACTIVITES
              
              
              466,546
              
              
              
              22,307NET
      INCREASE (DECREASE) IN CASHAND
      CASH EQUIVALENTS
              
              
              (1,039,697
              )
              
              
              (233,349
              )CASH
      AND CASH EQUIVALENTSAT
      THE BEGINNING OF
                THE
      PERIOD
              
              
              1,229,978
              
              
              
              250,147CASH
      AND CASH EQUIVALENTSAT
      THE END OF THE PERIOD
              
              $
              190,281
              
              
              $
              16,798


The
accompanying notes are an integral part of the financial statements




F-5








PROVISION
HOLDING, INC.


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(UNAUDITED)





Nine
      Months Ended March 31, 2008
            
            
            Nine
      Months Ended March 31, 2007SUPPLEMENTAL
      DISCLOSURE OFCASH
      FLOW INFORMATIONInterest
      paid
            
            $
            39,887
            
            
            $
            7,112Taxes
      paid
            
            $
            1,600
            
            
            $
            -SCHEDULE
      OF NON-CASH INVESTING ANDFINANCING
      ACTIVITIES:Issuance
      of 1,675,000 shares of common stock for debt conversion
            
            $
            1,675,000
            
            
            $
            -Issuance
      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.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)










NOTE
1         ORGANIZATION AND BASIS OF
PRESENTATION





Basis
of Presentation





The
statements have been prepared in accordance with accounting principles generally
accepted in the United States for interim financial statements pursuant to
Regulation S-B. Accordingly, they do not include all the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements. In the opinion of management, all
adjustments, (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the nine months
ended March 31, 2008 are not necessarily indicative of operating results that
may be expected for the year ending June 30, 2008.




The
financial statements have been prepared on a going-concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of the Company's business. The Company's ability to continue
as a going concern is dependent on various factors including, among others, its
ability achieve profitable operations,  raise additional debt or
equity financing. There is no assurance that any additional financing which may
be required will be available or at terms the Company can meet. For the nine
months ended March 31, 2008, the Company had a significant net loss and negative
cash flows from operations. These losses have adversely impacted the Company's
working capital position. Management is attempting to limit its operating costs
until revenue producing operations commence. The Company believes that it will
be able to raise additional debt or equity financing which will be sufficient to
sustain operations through at least March 31, 2009. Accordingly, the financial
statements do not include any adjustments to reflect the possible future effects
on the recoverability and classification of assets or the amount or
classification of liabilities that may result from the outcome of the
uncertainty.




Accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the accounting for and recognition of
assets, liabilities, stockholders’ equity, revenue and expenses. Estimates and
assumptions are made because certain information is dependent on future events.
Actual results could differ from those estimates.




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.




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.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)




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 March 31, 2008, the Company had debt instruments outstanding that can
potentially be converted into 1,750,000 shares of common stock.





Reclassification





Certain
reclassifications have been made to conform the prior
period amounts to the March 31, 2008 amounts for comparative
purposes.





Recent
Accounting Pronouncements





SFAS No.
141(R) - In December 2007, the FASB issued Statement No. 141(R), Business
Combinations.   This Statement replaces FASB Statement No. 141,
Business Combinations. This Statement retains the fundamental requirements in
Statement 141 that the acquisition method of accounting (which Statement 141
called the purchase method) be used for all business combinations and for an
acquirer to be identified for each business combination. This Statement defines
the acquirer as the entity that obtains control of one or more businesses in the
business combination and establishes the acquisition date as the date that the
acquirer achieves control. Statement 141 did not define the acquirer, although
it included guidance on identifying the acquirer, as does this Statement. This
Statement’s scope is broader than that of Statement 141, which applied only to
business combinations in which control was obtained by transferring
consideration. By applying the same method of accounting - the acquisition
method - to all transactions and other events in which one entity obtains
control over one or more other businesses, this Statement improves the
comparability of the information about business combinations provided in
financial reports.





This
Statement applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. An entity may not apply it
before that date. The Company is currently evaluating SFAS 141(R), and has not
yet determined its potential impact on its future results of operations or
financial position.





SFAS No.
160 - In December 2007, the FASB issued Statement No. 160, Noncontrolling
Interests in Consolidated Financial Statements - an Amendment of ARB No.
51.  This Statement amends ARB 51 to establish accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in
a subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. Before this
Statement was issued, limited guidance existed for reporting noncontrolling
interests. As a result, considerable diversity in practice existed. So-called
minority interests were reported in the consolidated statement of financial
position as liabilities or in the mezzanine section between liabilities and
equity. This Statement improves comparability by eliminating that
diversity.





This
Statement is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008. Earlier adoption is prohibited.
The effective date of this Statement is the same as that of the related
Statement 141(R). This Statement shall be applied prospectively as of the
beginning of the fiscal year in which this Statement is initially applied,
except for the presentation and disclosure requirements. The presentation and
disclosure requirements shall be applied retrospectively for all periods
presented.  The Company is currently evaluating SFAS 160 and has not
yet determined its potential impact on its future results of operations or
financial position.








F-8




PROVISION
HOLDING, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)





SFAS No.
161 - In March 2008, the FASB issued Statement No. 161, Disclosures about
Derivative Instruments and Hedging Activities—an amendment of FASB Statement No.
133. This Statement changes the disclosure requirements for derivative
instruments and hedging activities. Entities are required to provide enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entity’s financial position,
financial performance, and cash flows.





This
Statement is intended to enhance the current disclosure framework in Statement
133. The Statement requires that objectives for using derivative instruments be
disclosed in terms of underlying risk and accounting designation. This
disclosure better conveys the purpose of derivative use in terms of the risks
that the entity is intending to manage. Disclosing the fair values of derivative
instruments and their gains and losses in a tabular format should provide a more
complete picture of the location in an entity’s financial statements of both the
derivative positions existing at period end and the effect of using derivatives
during the reporting period. Disclosing information about credit-risk-related
contingent features should provide information on the potential effect on an
entity’s liquidity from using derivatives. Finally, this Statement requires
cross-referencing within the footnotes, which should help users of financial
statements locate important information about derivative
instruments.





This
Statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. This Statement encourages, but does not require, comparative
disclosures for earlier periods at initial adoption.   The
Company is currently evaluating SFAS 161 and has not yet determined its
potential impact on its future results of operations or financial
position.




NOTE
2         INVENTORY





Inventory
consists of the following:





March
      31, 2008
            
            
            June
      30, 2007Raw
      materials
            
            $
            173,067
            
            
            $
            107,123Work
      in process
            
            
            122,405
            
            
            
            121,039Finished
      goods
            
            
            222,806
            
            
            
            -Total
            
            $
            518,278
            
            
            $
            228,162





F-9




PROVISION
HOLDING, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)









NOTE
3         EQUIPMENT,
net





Equipment
consists of the following:





March
      31, 2008
            
            
            June
      30, 2007Furniture
      and fixtures
            
            $
            4,525
            
            
            $
            4,525Demonstration
      Units
            
            
            163,514
            
            
            
            155,489168,039
            
            
            
            160,014Less
      accumulated depreciation
            
            
            (135,083
            )
            
            
            (122,083
            )Total
            
            $
            32,956
            
            
            $
            37,931








NOTE
4         INTANGIBLES, net





Intangibles
consist of the following:




March
      31, 2008
              
              
              June
      30, 2007Intellectual
      property
              
              $
              1,816,827
              
              
              $
              1,816,827Less
      accumulated amortization
              
              
              (498,714
              )
              
              
              (430,584
              )Total
              
              $
              1,318,113
              
              
              $
              1,386,243


F-10




PROVISION
HOLDING, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)







NOTE
5         NOTES
PAYABLE





Notes
payable consist of the following:





March
      31, 2008
            
            
            June
      30, 2007Loan
      payable to a bank, due in monthly installments of $2,500, due May 29,
      2008.
            
            $
            7,500
            
            
            $
            42,796Lease
      payable due in monthly installments of $1,417, secured by equipment, due
      August 16, 2009.
            
            
            3,005
            
            
            
            14,343Convertible
      note payable, annual interest rates range from 8% to 4%, due March 8,
      2009, convertible into common stock at a rate of the lower of $2.50
      per share or the rate of the Company’s most current equity
      financing.
            
            
            750,000
            
            
            
            750,000Convertible
      notes payable, annual interest rate of 10%, due dates range from May
      15 , 2008 to May 7, 2010 , convertible into common stock at a
      rate of $1. 00 per share.
            
            
            1,000,000
            
            
            
            1,745,000Note
      payable to a private company, 10% interest per annum, and entire balance
      in default as of June 30, 2007.
            
            
            -
            
            
            
            250,000Note
      payable to an individual, 10% interest per annum, due December 31,
      2007.
            
            
            -
            
            
            
            25,000Note
      payable to a shareholder, 10% interest per annum, due December 31,
      2007.
            
            
            -
            
            
            
            24,6001,760,505
            
            
            
            2,851,739Less
      current portion
            
            
            (1,760,505
            )
            
            
            (1,864,675
            )Notes
      payable, net of current portion
            
            $
            -
            
            
            $
            987,064








NOTE
6         COMMITTMENTS





Lease
Agreement - The Company leases its office space under a month-to-month
lease.  Rent expense for the nine months ended March 31, 2008 and 2007
was $55,568 and $55,368, 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 nine
months ended March 31, 2008 and 2007 was $4,784 and $421,
respectively.





NOTE
7         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.





Effective
November 30, 2007, the Superior Court of California entered a default judgment
against Betacorp Management, Inc. The  No gain has been reflected in the
accompanying financial statements.




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 gain has been reflected in the accompanying
financial statements.





F-11









ITEM
      2.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS.




Forward-Looking
Statements




Some of
the statements contained in this Form 8-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 8-K, 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
8-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.




3




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.




Provision’s
proprietary and patented display technologies and software, and innovative
solutions aim to attract consumer attention.  Currently we have
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, we are focused on creating
recurring revenue streams from the sale of advertising space on each
unit.




Significant
Events and Trends




Provision’s
floating image display technologies have multiple market applications across a
broad spectrum of industries.  The Company is initially focusing its
efforts on the $6 billion point-of-purchase and advertising
markets.  Within the point-of-purchase market, Provision believes that
Digital Signage represents a $1.2 billion segment and is growing at a pace of 10
percent per month.




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.




Provision
has shipped over 400 HoloVisionTM systems around the world, and is in the
implementation phase of installing their 3DEO Reward Centers in the Kroger
grocery store chain of Fred Meyer which has over 130 stores in the Pacific
Northwest.




One of
Provision’s 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.  Provision’s other powerful 3D products can be used for
a wide variety of interactive applications including order-taking and
information retrieval.




In
addition to its recently signed purchase agreement, valued at $7 million over
the next 18 months, Provision has signed several multi-year international
distribution agreements which, if fully realized, will deliver over $5 million
in multiple recurring revenue streams.




In 2007,
Provision made two significant announcements.  First, the Company
signed a co-marketing and co-promotional agreement with Intel.  As
part of this alliance Intel will introduce Provision’s patented product,
HoloVisionTM, to the Intel marketplace, and will also publish a joint case study
and white paper on the companies’ products.  Second, Provision
received notification that it was one of three finalists for
PricewaterhouseCoopers Fourth Annual Entrepreneurship Award, and ultimately
receiving second place in the competition.




Launching
its first products in to the grocery stores, Provision has 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.








4




Provision
plans to build, own, and operate networks of 3DEO Rewards
Centers.  The planned initial installation is 130 units going into
Fred Meyer grocery stores in the Pacific Northwest and Independent Hispanic
grocery stores in Southern California.  Provision is partnered with
several advertising agencies and Clear Channel (Katz Media) for the execution of
“Project Grocery”.  These firms, and others, will contribute
significant advertising sales efforts for Project Grocery with revenues
projected up to $1 million per month on these first 100 stores.




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.




Critical
Accounting Policies
  Revenue Recognition- We
recognize revenue when persuasive evidence of an arrangement exists, title
transfer has occurred, the price is fixed or readily determinable, and
collectibility 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.




Results
of Operations




Revenue
and Cost of Revenue




Revenues
for the nine months ended March 31, 2008 increased 49.2% to $461,245 from
$309,077 for the nine months ended March 31, 2007.  Revenues for the
three months ended March 31, 2007 decreased 58.5% to $38,963 from $93,912 for
the three months ended March 31, 2007.  Sales for the first half of
the year increased as a result of sales from Europe aided by the weak dollar and
other distributors.  These sales did not continue in the third quarter
of the current fiscal year.  The Company had a gross margin percentage
of 36.1% for the nine months ended March 31, 2008 compared to a gross margin
percentage of 54.3% for the nine months ended March 31, 2007.  The
decrease in gross margin percentage was a result of an accounting adjustment to
the calculation of cost of goods sold.


General
and Administrative Expense




General
and administrative expenses for the nine months ended March 31, 2008 increased
61.5% to $1,192,196 from $738,320 for the nine months ended March 31,
2007.  The increase was a result of an increase in fees paid for
accounting services in connection with the reverse merger, additional legal
services in preparation of the reverse merger, increase in marketing expenses
for marketing campaigns, tradeshows, and travel, and additional payroll
(including payroll taxes) for administration, sales and production
staff.


5




General and
administrative expenses for the three months ended March 31, 2008 increased
148.7% to $426,170 from $171,373 for the three months ended March 31,
2007.  The increase was a result additional legal services in
preparation of the reverse merger, increase in marketing expenses for marketing
campaigns, tradeshows, and travel, and additional payroll (including payroll
taxes) for administration, sales and production staff.  Additionally,
the Company incurred $50,000 of non-cash compensation expense for expenses
related to cashless options issued to employees of Provision prior to the
merger.




Interest
Expense




The
Company incurred $209,287 in interest expense in the three months ended March
31, 2008 as a result of the interest paid on convertible notes.




Financial
Condition, Liquidity and Capital Resources




Management
remains focused on controlling cash expenses. The Company has limited cash
resources and plans its expenses accordingly.




The
Company had cash of $190,281 at March 31, 2008 compared to cash of $1,229,978 at
March 31, 2007.  The $1,039,697 decrease in cash had a negative impact
on the Company’s working capital.  The Company’s working capital (i.e.
the difference between current assets and current liabilities), excluding the
current portion of long-term debt decreased to a net negative working capital of
$297,961 at March 31, 2007 from a net positive working capital of
$393,273.




During
the nine months ended March 31, 2008, the Company used $1,498,218 of cash for
operating activities.  Cash used in operating activities funded the
Company’s net loss of $1,278,008 for the nine months ended March 31, 2008 and
increased inventories by $290,116 to a balance of $518, 278 at March 31,
2008.  The increase in inventory was primarily related to an increase
in finished goods.




Cash used
in investing activities during the nine months ended March 31, 2008 was $8,025
solely for the purchase of equipment compared with $20,000 of cash used in
investing activities during the nine months ended March 31, 2007 solely for the
purchase of investments.




Cash
provided by financing activities during the nine months ended March 31, 2008 was
$466,546 as a result of the sale of a note payable, net of fees, for $800,500
offset by the repayment of notes payable totaling $333,954.  Cash
provided by financing activities during the nine months ended March 31, 2008 was
$22,307 as a result of the sale of a note payable, net of fees, for $50,000
offset by the repayment of notes payable totaling $27,693.




Prior to
the merger of the Subsidiary into Provision, Provision issued 1,675,000 shares
of common stock for debt for $1.00 per share and converted cashless options in
to common stock equal to 1,000,000 shares at $1.00 per share.




Given the
Company’s plans and expectation that it will need additional capital, the
Company 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.




Off
Balance Sheet Arrangements




The
Company does 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.




Subsequent
Events




On April
24, 2008, Provision announced that it has 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 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.




The
Superior Court of California entered a default judgment of $3,337,820 against
Betacorp Management, Inc.  Additionally, the Company filed suit
against one of its distributors for breach of contract, breach of covenant of
good faith and fair dealing, intentional misrepresentation and coercion. The
court has issued a preliminary award in favor of the Company for $226,222. No
gain provision has been reflected in the accompanying financial
statements.




Recent Accounting
Pronouncements




SFAS No.
141(R) - In December 2007, the FASB issued Statement No. 141(R), Business
Combinations.   This Statement replaces FASB Statement No. 141,
Business Combinations. This Statement retains the fundamental requirements in
Statement 141 that the acquisition method of accounting (which Statement 141
called the purchase method) be used for all business combinations and for an
acquirer to be identified for each business combination. This Statement defines
the acquirer as the entity that obtains control of one or more businesses in the
business combination and establishes the acquisition date as the date that the
acquirer achieves control. Statement 141 did not define the acquirer, although
it included guidance on identifying the acquirer, as does this Statement. This
Statement’s scope is broader than that of Statement 141, which applied only to
business combinations in which control was obtained by transferring
consideration. By applying the same method of accounting - the acquisition
method - to all transactions and other events in which one entity obtains
control over one or more other businesses, this Statement improves the
comparability of the information about business combinations provided in
financial reports.




6




This
Statement applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. An entity may not apply it
before that date. The Company is currently evaluating SFAS 141(R), and has not
yet determined its potential impact on its future results of operations or
financial position.




SFAS No.
160 - In December 2007, the FASB issued Statement No. 160, Noncontrolling
Interests in Consolidated Financial Statements - an Amendment of ARB No.
51.  This Statement amends ARB 51 to establish accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in
a subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. Before this
Statement was issued, limited guidance existed for reporting noncontrolling
interests. As a result, considerable diversity in practice existed. So-called
minority interests were reported in the consolidated statement of financial
position as liabilities or in the mezzanine section between liabilities and
equity. This Statement improves comparability by eliminating that
diversity.




This
Statement is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008. Earlier adoption is prohibited.
The effective date of this Statement is the same as that of the related
Statement 141(R). This Statement shall be applied prospectively as of the
beginning of the fiscal year in which this Statement is initially applied,
except for the presentation and disclosure requirements. The presentation and
disclosure requirements shall be applied retrospectively for all periods
presented.  The Company is currently evaluating SFAS 160 and has not
yet determined its potential impact on its future results of operations or
financial position.




SFAS No.
161 - In March 2008, the FASB issued Statement No. 161, Disclosures about
Derivative Instruments and Hedging Activities—an amendment of FASB Statement No.
133. This Statement changes the disclosure requirements for derivative
instruments and hedging activities. Entities are required to provide enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entity’s financial position,
financial performance, and cash flows.




This
Statement is intended to enhance the current disclosure framework in Statement
133. The Statement requires that objectives for using derivative instruments be
disclosed in terms of underlying risk and accounting designation. This
disclosure better conveys the purpose of derivative use in terms of the risks
that the entity is intending to manage. Disclosing the fair values of derivative
instruments and their gains and losses in a tabular format should provide a more
complete picture of the location in an entity’s financial statements of both the
derivative positions existing at period end and the effect of using derivatives
during the reporting period. Disclosing information about credit-risk-related
contingent features should provide information on the potential effect on an
entity’s liquidity from using derivatives. Finally, this Statement requires
cross-referencing within the footnotes, which should help users of financial
statements locate important information about derivative
instruments.








7




This
Statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. This Statement encourages, but does not require, comparative
disclosures for earlier periods at initial adoption.  The Company is
currently evaluating SFAS 161 and has not yet determined its potential impact on
its future results of operations or financial position.




ITEM
      3.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.




N/A




ITEM
      4T.
            CONTROLS
      AND PROCEDURES.




Evaluation of Disclosure Controls
and Procedures. Under the supervision and
with  the  participation  of  our  management,  including  our
President,  Chief Executive Officer and Chief Financial
Officer,  we  evaluated  the  effectiveness  of
the design and operation  of
our  disclosure  controls  and  procedures  (as  defined  in  Rule
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange
Act”)) as of the end of the  period  covered  by
this  report.  Based  upon that
evaluation,  our  President,  Chief Executive
Officer and Chief Financial Officer concluded  that our
disclosure  controls and  procedures as of the end of the
period covered by this report were effective such that
the  information  required to be disclosed by us in
reports  filed under
the  Securities  Exchange  Act of 1934 is
(i)  recorded, processed,  summarized  and
reported  within the time  periods  specified in
the SEC’s rules and forms and (ii)  accumulated
and  communicated to our management to allow timely
decisions  regarding  disclosure.  A
controls  system  cannot  provide  absolute
assurance,  however,  that the objectives of the controls
system are met, and no evaluation of controls can
provide  absolute  assurance  that all control
issues
and  instances  of  fraud,   if  any,  within  a  company  have  been  detected.




Changes in  Internal
Control  Over  Financial  Reporting.  During
the most recent quarter ended March 31, 2008, there has been no change in our
internal control over  financial  reporting  (as
defined in Rule  13a-15(f) and 15d-15(f) under the Exchange Act) )
that has materially affected,  or is reasonably likely to materially
affect, our internal control over financial reporting.




PART
II





ITEM
      1.
            LEGAL
      PROCEEDINGS.




On August
26, 2004, in order to protect its legal rights and in the best interest of the
shareholders at large, Provision 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.  Provision
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 Superior Court of California entered a default
judgment of $3,337,820 against Betacorp Management, Inc.  No gain has
been reflected in the accompanying financial statements.








8




Provision
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. The court has issued a preliminary award in favor of Provision for
$226,222. No gain has been reflected in the accompanying financial
statements.




ITEM
      1A.
            RISK
      FACTORS.




N/A




ITEM 2.
            UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.




N/A




ITEM
      3.
            DEFAULTS
      UPON SENIOR SECURITIES.




None




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




None




ITEM
      5.
            OTHER
      INFORMATION.




None







9




ITEM
6.        EXHIBITS.







Exhibit
      Number
            
            Description31.1
            
            Certification
      by Chief Executive Officer and Chief Financial Officer required by Rule
      13a-14(a) or Rule 15d-14(a) of the Exchange Act.32.1
            
            Certification
      by Chief Executive Officer and Chief Financial Officer, required by Rule
      13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of
      Chapter 63 of Title 18 of the United States
  Code.













10





SIGNATURES





Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.






PROVISION HOLDING, INC.Dated:
      June 5 , 2008
              By:
              /s/ Curt
      ThorntonName:  Curt
      ThorntonTitle:  Chief
      Executive Officer (Principal Executive Officer) andChief
      Financial Officer (Principal Financial Officer andAccounting
      Officer) and Director
















11