UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




Form
10-Q




(Mark
One)




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


For
the quarterly period ended December 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
            (I.R.S.
      Employerincorporation
      or organization)
            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  February 10, 2009, the issuer had 24,915,372 outstanding shares of
common stock.











TABLE OF
CONTENTS


PART
I
 PageItem
      1.
                                                                                                                                                Financial
      Statements
                                                                                                                                                3Condensed
      Consolidated Balance Sheets as of December 31, 2008 (unaudited) and June
      30, 2008
                                                                                                                                                3Condensed
      Consolidated Statements of Operations for the three months and six months
      ended December 31, 2008 and 2007
                                                                                                                                                4Consolidated
      Statements of Cash Flows for the six
      months ended December
      31, 2008 and 2007.
                                                                                                                                                5Notes
      to Consolidated Financial Statements
                                                                                                                                                6Item
      2.
                                                                                                                                                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation
                                                                                                                                                10Item
      3.
                                                                                                                                                Quantitative
      and Qualitative Disclosures about Market Risk
                                                                                                                                                16Item
      4T.
                                                                                                                                                Controls
      and Procedures
                                                                                                                                                17PART
      IIItem
      1.
                                                                                                                                                Legal
      Proceedings
                                                                                                                                                18Item
      1A.
                                                                                                                                                Risk
      Factors
                                                                                                                                                18Item
      2.
                                                                                                                                                Unregistered
      Sales of Equity Securities and Use of Proceeds
                                                                                                                                                18Item
      3.
                                                                                                                                                Defaults
      Upon Senior Securities
                                                                                                                                                18Item
      4.
                                                                                                                                                Submission
      of Matters to a Vote of Security Holders
                                                                                                                                                18Item
      5.
                                                                                                                                                Other
      Information
                                                                                                                                                18Item
      6.
                                                                                                                                                Exhibits
                                                                                                                                                18SIGNATURES
                                                                                                                                                19






2




PROVISION
HOLDING, INC.


CONDENSED
CONSOLIDATED BALANCE SHEETS





December
      31, 2008
                        (Unaudited)
                      
                      
                      June
      30, 2008ASSETSCURRENT
      ASSETSCash
                      
                      $
                      115,193
                      
                      
                      $
                      287,641Accounts
      receivable
                      
                      
                      600
                      
                      
                      
                      -Inventory
                      
                      
                      245,152
                      
                      
                      
                      322,793Investments
                      
                      
                      3,000
                      
                      
                      
                      6,000TOTAL
      CURRENT ASSETS
                      
                      
                      363,945
                      
                      
                      
                      616,434EQUIPMENT, net of
      accumulated depreciation
                      
                      
                      530,204
                      
                      
                      
                      541,568PREPAID
      FINANCING COSTS
                      
                      
                      143,156
                      
                      
                      
                      125,464INTANGIBLES, net of
      accumulated amortization
                      
                      
                      139,614
                      
                      
                      
                      137,556TOTAL
      ASSETS
                      
                      $
                      1,176,919
                      
                      
                      $
                      1,421,022LIABILITIES
      AND STOCKHOLDERS’ DEFICITCURRENT
      LIABILITIESAccounts
      payable and accrued expenses
                      
                      $
                      327,168
                      
                      
                      $
                      299,152Accrued
      interest
                      
                      
                      424,134
                      
                      
                      
                      325,495Unearned
      revenue
                      
                      
                      76,374
                      
                      
                      
                      -Loss
      contingency payable
                      
                      
                      592,312
                      
                      
                      
                      592,312Current
      portion of long-term debt
                      
                      
                      706,478
                      
                      
                      
                      401,821TOTAL
      CURRENT LIABILITIES
                      
                      
                      2,126,466
                      
                      
                      
                      1,618,780NOTES PAYABLE,net of
      debt discount and current portion
                      
                      
                      322,515
                      
                      
                      
                      220,438TOTAL
      LIABILITIES
                      
                      
                      2,448,981
                      
                      
                      
                      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 – 24,915,372 and 24,446,353, respectively
                      
                      
                      24,915
                      
                      
                      
                      24,446Additional
      paid-in capital
                      
                      
                      11,914,216
                      
                      
                      
                      11,317,575Less  receivable
      for stock
                      
                      
                      (50,000
                      )
                      
                      
                      (50,000
                      )Accumulated
      deficit
                      
                      
                      (13,161,193
                      )
                      
                      
                      (11,710,217
                      )TOTAL
      STOCKHOLDERS’ DEFICIT
                      
                      
                      (1,272,062
                      )
                      
                      
                      (418,196
                      )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                      
                      $
                      1,176,919
                      
                      
                      $
                      1,421,022






The
accompanying notes are an integral part of the financial
statements.





3





PROVISION
HOLDING, INC.


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


FOR
THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2008 AND 2007


(UNAUDITED)






For
      the Three Months Ended
                                                    December
      31,
                                                  
                                                  
                                                  For
      the Six Months Ended
                                                    December
      31,2008
                                                  
                                                  
                                                  2007
                                                  
                                                  
                                                  2008
                                                  
                                                  
                                                  2007REVENUES
                                                  
                                                  $
                                                  219,320
                                                  
                                                  
                                                  $
                                                  218,071
                                                  
                                                  
                                                  $
                                                  342,117
                                                  
                                                  
                                                  $
                                                  422,282COST
      OF REVENUES
                                                  
                                                  
                                                  107,293
                                                  
                                                  
                                                  
                                                  162,443
                                                  
                                                  
                                                  
                                                  164,782
                                                  
                                                  
                                                  
                                                  269,247GROSS
      PROFIT
                                                  
                                                  
                                                  112,027
                                                  
                                                  
                                                  
                                                  55,628
                                                  
                                                  
                                                  
                                                  177,335
                                                  
                                                  
                                                  
                                                  153,035EXPENSESGeneral
      and administrative
                                                  
                                                  
                                                  662,994
                                                  
                                                  
                                                  
                                                  731,988
                                                  
                                                  
                                                  
                                                  1,167,727
                                                  
                                                  
                                                  
                                                  1,752,426Research
      and development
                                                  
                                                  
                                                  41,376
                                                  
                                                  
                                                  
                                                  43,110
                                                  
                                                  
                                                  
                                                  82,847
                                                  
                                                  
                                                  
                                                  81,997TOTAL
      EXPENSES
                                                  
                                                  
                                                  704,370
                                                  
                                                  
                                                  
                                                  775,098
                                                  
                                                  
                                                  
                                                  1,250,574
                                                  
                                                  
                                                  
                                                  1,834,423(LOSS)
      FROM OPERATIONS
                                                  
                                                  
                                                  (592,343
                                                  )
                                                  
                                                  
                                                  (719,470
                                                  )
                                                  
                                                  
                                                  (1,073,239
                                                  )
                                                  
                                                  
                                                  (1,681,388
                                                  )OTHER
      INCOME (EXPENSE)Unrealized
      loss on securities
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (3,000
                                                  )
                                                  
                                                  
                                                  -Gain
      on disposal of fixed asset
                                                  
                                                  
                                                  5,725
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  5,725
                                                  
                                                  
                                                  
                                                  -Interest
      expense
                                                  
                                                  
                                                  (209,575
                                                  )
                                                  
                                                  
                                                  (74,885
                                                  )
                                                  
                                                  
                                                  (380,462
                                                  )
                                                  
                                                  
                                                  (158,102
                                                  )TOTAL
      OTHER INCOME (EXPENSE)
                                                  
                                                  
                                                  (203,850
                                                  )
                                                  
                                                  
                                                  (74,885
                                                  )
                                                  
                                                  
                                                  (377,737
                                                  )
                                                  
                                                  
                                                  (158,102
                                                  )(LOSS)
      BEFORE INCOME TAXES
                                                  
                                                  
                                                  (796,193
                                                  )
                                                  
                                                  
                                                  (794,355
                                                  )
                                                  
                                                  
                                                  (1,450,976
                                                  )
                                                  
                                                  
                                                  (1,839,490
                                                  )Income
      tax expense
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -NET
      (LOSS)
                                                  
                                                  $
                                                  (796,193
                                                  )
                                                  
                                                  $
                                                  (794,355
                                                  )
                                                  
                                                  
                                                  (1,450,976
                                                  )
                                                  
                                                  
                                                  (1,839,490
                                                  )NET
      (LOSS) PER COMMON SHAREBasic
      and diluted
                                                  
                                                  $
                                                  (0.03
                                                  )
                                                  
                                                  $
                                                  (0.04
                                                  )
                                                  
                                                  
                                                  (0.06
                                                  )
                                                  
                                                  
                                                  (0.09
                                                  )WEIGHTED
      AVERAGE NUMBER OFCOMMON
      SHARES OUTSTANDING24,573,894
                                                  
                                                  
                                                  
                                                  21,364,312
                                                  
                                                  
                                                  
                                                  24,510,123
                                                  
                                                  
                                                  
                                                  21,364,312







The
accompanying notes are an integral part of the financial
statements.





4





PROVISION
HOLDING, INC.


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


FOR
THE SIX MONTHS ENDED DECEMBER 31, 2008 AND 2007


(UNAUDITED)




2008
                                                        
                                                        
                                                        2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      (loss)
                                                        
                                                        $
                                                        (1,450,976
                                                        )
                                                        
                                                        $
                                                        (1,839,490
                                                        )Adjustments
      to reconcile net (loss) to net cash(used)
      by operating activities:Non-cash
      compensation
                                                        
                                                        
                                                        36,313
                                                        
                                                        
                                                        
                                                        1,117,910Stock
      issued for services
                                                        
                                                        
                                                        284,562
                                                        
                                                        
                                                        
                                                        -Depreciation
      expense
                                                        
                                                        
                                                        61,296
                                                        
                                                        
                                                        
                                                        10,920Amortization
                                                        
                                                        
                                                        1,248
                                                        
                                                        
                                                        
                                                        986Gain
      on disposal of fixed asset
                                                        
                                                        
                                                        (5,725
                                                        )
                                                        
                                                        
                                                        -Unrealized
      loss on securities
                                                        
                                                        
                                                        3,000
                                                        
                                                        
                                                        
                                                        -Amortization
      of debt discount
                                                        
                                                        
                                                        217,970
                                                        
                                                        
                                                        
                                                        148,406Changes
      in operating assets and liabilities:Accounts
      receivable
                                                        
                                                        
                                                        (600
                                                        )
                                                        
                                                        
                                                        705Inventory
                                                        
                                                        
                                                        77,641
                                                        
                                                        
                                                        
                                                        (192,923
                                                        )Prepaid
      financing costs
                                                        
                                                        
                                                        50,558
                                                        
                                                        
                                                        
                                                        -Accounts
      payable and accrued liabilities
                                                        
                                                        
                                                        28,015
                                                        
                                                        
                                                        
                                                        (170,395
                                                        )Accrued
      interest
                                                        
                                                        
                                                        98,639
                                                        
                                                        
                                                        
                                                        -Unearned
      revenue
                                                        
                                                        
                                                        76,374
                                                        
                                                        
                                                        
                                                        -NET
      CASH (USED) BY OPERATING ACTIVITIES
                                                        
                                                        
                                                        (521,685
                                                        )
                                                        
                                                        
                                                        (923,881
                                                        )CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase
      of equipment
                                                        
                                                        
                                                        (44,207
                                                        )
                                                        
                                                        
                                                        (54,460
                                                        )Patents
                                                        
                                                        
                                                        (3,306
                                                        )
                                                        
                                                        
                                                        -NET
      CASH (USED) BY INVESTING ACTIVITES
                                                        
                                                        
                                                        (47,513
                                                        )
                                                        
                                                        
                                                        (54,460
                                                        )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from note payable, net of fees
                                                        
                                                        
                                                        396,750
                                                        
                                                        
                                                        
                                                        736,750Prepayments
      of notes payable
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        (296,170
                                                        )NET
      CASH PROVIDED BY FINANCING ACTIVITES
                                                        
                                                        
                                                        396,750
                                                        
                                                        
                                                        
                                                        440,580NET
      (DECREASE) IN CASHAND
      CASH EQUIVALENTS
                                                        
                                                        
                                                        (172,448
                                                        )
                                                        
                                                        
                                                        (537,761
                                                        )CASH
      AND CASH EQUIVALENTSAT
      THE BEGINNING OF
                                                          THE
      PERIOD
                                                        
                                                        
                                                        287,641
                                                        
                                                        
                                                        
                                                        1,229,978CASH
      AND CASH EQUIVALENTSAT
      THE END OF THE PERIOD
                                                        
                                                        $
                                                        115,193
                                                        
                                                        
                                                        $
                                                        692,217SUPPLEMENTAL
      DISCLOSURE OFCASH
      FLOW INFORMATIONInterest
      paid
                                                        
                                                        $
                                                        12,500
                                                        
                                                        
                                                        $
                                                        40,946Taxes
      paid
                                                        
                                                        $
                                                        -
                                                        
                                                        
                                                        $
                                                        -




The
accompanying notes are an integral part of the financial
statements.




5




PROVISIONS HOLDING, INC.


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)






Restatement
of Financial Statements


Subsequent
to the issuance of the financial statements for the quarter ended September 30,
2008, the Company identified an error in the recording of revenue which resulted
in an overstatement of approximately $144,000 of revenues, an understatement of
unearned revenue of approximately $124,000 and an overstatement of approximately
$20,000 of receivables. Accordingly, the financial statements for the quarter
then ended have been restated to correct the error.


NOTE
1                                ORGANIZATION
AND BASIS OF PRESENTATION




Preparation
of Interim Condensed Consolidated Financial Statements
  These
interim condensed consolidated financial statements for the six months ended
December 31, 2008 and 2007 have been prepared by the Company's management,
without audit in accordance with accounting principles generally accepted in the
United States of America and pursuant to the rules and regulations of the United
States
  Securities
and Exchange Commission ("SEC"). In the opinion of management, these interim
condensed consolidated financial statements contain all adjustments (consisting
of only normal recurring adjustments, unless otherwise noted) necessary to
present fairly the Company's financial position, results of operations and cash
flows for the fiscal periods presented. Certain information and note disclosures
normally included in annual financial statements prepared in accordance with
accounting principles generally accepted in the United States of America have
been condensed or omitted in these interim financial statements pursuant to the
SEC's rules and regulations, although the Company's management believes that the
disclosures are adequate to make the information presented not misleading. The
financial position, results of operations and cash flows for the interim periods
disclosed herein are not necessarily indicative of future financial results.
These interim condensed consolidated financial statements should be read in
conjunction with the annual financial statements and the notes thereto included
in the Company's most recent Annual Report on Form 10K (as amended) for the
fiscal year ended June 30, 2008.
  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 $1,500,000 in
the current period and has negative working capital of approximately $1,760,000.
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.





6




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





NOTE
1                                ORGANIZATION
AND BASIS OF PRESENTATION (Continued)





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 December 31, 2008, the Company had debt instruments outstanding that can
potentially be converted into 2,655,636 shares of common stock.





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 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.





7




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






NOTE
2                                INVENTORY





Inventory
consists of the following:





December
      31, 2008Raw
      materials
                  
                  $
                  148,562Work
      in process
                  
                  
                  96,590Finished
      goods
                  
                  
                  -Total
                  
                  $
                  245,152





NOTE
3                                EQUIPMENT,
net





Equipment
consists of the following:





December
      31, 2008Furniture
      and fixtures
                          
                          $
                          17,018Computer
      equipment
                          
                          
                          30,579Equipment
                          
                          
                          166,602Demo
      units
                          
                          
                          73,1603DEO
      Kiosks
                          
                          
                          438,912726,271Less
      accumulated depreciation
                          
                          
                          (196,067
                          )Total
                          
                          $
                          530,204





NOTE
4                                INTANGIBLES,
net of accumulated amortization





Intangibles
consist of the following:





December
      31, 2008Patents
      in process
                          
                          $
                          90,286Patents
      issued
                          
                          
                          58,037148,323Less
      accumulated amortization
                          
                          
                          (8,709
                          )Total
                          
                          $
                          139,614





8




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




NOTE
5                                NOTES
PAYABLE





Notes
payable consist of the following:





December
      31, 2008Convertible
      notes payable, annual interest rate of 10%, due dates range from May 2010
      to December 2010 convertible into common stock at a rate of $0.75 to $1.50
      per share.
                            
                            $
                            2,070,000Convertible
      note payable, annual interest rates range from 8% to 4%, due March 8,
      2009, convertible into common stock at a rate of $1 per
    share.
                            
                            
                            750,000Unamortized
      debt discount
                            
                            
                            (1,791,007
                            )1,028,993Less
      current portion
                            
                            
                            (706,478
                            )Notes
      payable, net of current portion
                            
                            $
                            322,515





During
the six months ended December 31, 2008, $465,000 of debt was issued with 309,894
warrants which expire within two years of the date of issue, through December
2010, with exercise prices of $1.00 to $1.50 per share.






NOTE
6                      EMPLOYEE
OPTIONS





During
the six months ended December 31, 2008, no new options were granted to employees
or consultants.  Employee options outstanding as of December 31, 2008
were 740,851.






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 final judgment in the amount of $3,337,000
was awarded to the Company on January 2, 2008 by the Los Angeles Superior Court.
No gain provision has been reflected in the accompanying financial
statements.





While a
Texas arbitrator rendered an award against the Company for $592,312, management
feels that with the final judgment in the California case, the effect for the
Company results in a net gain ranging from $2,744,688 to
$3,337,000.




9




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 10-Q 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-Q 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.




10




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.




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.




11




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.  Further, we received several purchase orders for Provision’s
3D holographic display systems worth more than $100,000 from companies in
Europe. Another purchase order from Brazil opens the door to potential sales of
up to $2 million of the 3D holographic display systems by year’s end. Provision
also announced today it has signed a new distribution agreement with a New
Delhi-based company to market its products in Asia.





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.




Results
of Operations




Revenue
and Cost of Revenue




Revenues
for the three months ended December 31, 2008 increased 1% to $219,320 from
$218,071 for the three months ended December 31, 2007.  Included in
revenues for the three months ended December 31, 2008 is $219,320 from the sale
of our product coming from international distributors and the beginning shipment
of our Studio One purchase agreement. We expect advertising revenues to increase
slowly through the remainder of this year.  While a few advertisers
continue to test the success of our 3DEO kiosk program in the Portland market,
all of the industry’s advertising budgets for 2008 were completed in 2007, prior
to the market launch of our 3DEO kiosk program.  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.





We had a
gross margin percentage of 51% for the three months ended December 31, 2008
compared to a gross margin percentage of 26% for the three months ended December
31, 2007.  The increase in gross margin percentage was a result of a
change in our sales mixture to higher margin items along with our additional
advertising income.




12




Expenses




General
and administrative expenses for the three months ended December 31, 2008
decreased 10% to $662,994 from $731,988 for the three months ended December 31,
2007.  General and administrative expenses include fees paid for
accounting services in connection with audits and filing requirements, legal
services, marketing expenses for marketing campaigns, tradeshows, and travel,
and payroll (including payroll taxes) for administration, sales and production
staff.





Interest
Expense




Interest
expense increased 180% to $209,575 during the three months ended December 31,
2008 from $74,885 during the three months ended December 31,
2007.  The increase in interest expense in directly related to our
increased borrowings along with debt discount amortization on convertible
debt.




Results of Operation – Six Months
Ended December 31, 2008 as Compared to the Six Months Ended December 31,
2007




Revenue
and Cost of Revenue




Revenues
for the six months ended December 31, 2008 decreased 19% to $342,117 from
$422,282 for the six months ended December 31, 2007.  Included in
revenues for the six months ended December 31, 2008 is $27,100 of advertising
revenues generated by our internal sales efforts on our 3DEO kiosk program
inside Fred Meyer stores where we sell 3D holographic advertising and coupons,
and $315,017 from the sale of our product coming from international distributors
and the beginning shipment of our Studio One purchase agreement. We expect
advertising revenues to continue to increase slowly through the remainder of
this year.  While a few advertisers continue to test the success of
our 3DEO kiosk program in the Portland market, all of the industry’s advertising
budgets for 2008 were completed in 2007, prior to the market launch of our 3DEO
kiosk program.  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.





We had a
gross margin percentage of 52% for the six months ended December 31, 2008
compared to a gross margin percentage of 36% for the six months ended December
31, 2007.  The increase in gross margin percentage was a result of a
change in our sales mixture to higher margin items along with our additional
advertising income.




Expenses




General
and administrative expenses for the six months ended December 31, 2008 decreased
33% to $1,167,727 from $1,752,426 for the six months ended December 31,
2007.  General and administrative expenses include fees paid for
accounting services in connection with audits and filing requirements, legal
services, marketing expenses for marketing campaigns, tradeshows, and travel,
and payroll (including payroll taxes) for administration, sales and production
staff.





Interest
Expense




Interest
expense increased 140% to $380,462 during the six months ended December 31, 2008
from $158,102 during the six months ended December 31, 2007.  The
increase in interest expense in directly related to our increased borrowings
along with debt discount amortization on convertible debt.





Financial
Condition, Liquidity and Capital Resources




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




13




We had
cash of $115,193 at December 31, 2008 compared to cash of $287,641 at June 30,
2008.  Our working capital deficit increased to $1,740,367 at December
31, 2008 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 $172,000 and $77,000, respectively, along with the
increase in our accrued interest and unearned revenue of approximately $99,000
and $76,000 respectively and the amortization of approximately $131,000 of debt
discount.





During
the six months ended December 31, 2008, we used $521,685 of cash for operating
activities versus $923,881 during the six months ended December 31,
2007.  The primary difference was the reduction of liabilities and
purchases of inventory in 2007 and the increase in accrued interest during 2008
on the increased debt.





Cash used
in investing activities during the six months ended December 31, 2008 and 2007
was $47,513 and $54,460, respectively.  During the six months ended
December 31, 2008, we used $47,513 to purchase additional equipment to support
our infrastructure. During the six months ended December 31, 2007 we used
$54,460 to purchase equipment.





Cash
provided by financing activities during the six months ended December 31, 2008
was $396,750 as a result of the proceeds from notes payable ($465,000), net of
fees ($68,250).  Cash provided by financing activities during the six
months ended December 31, 2007 was $440,580 as a result of the proceeds from
notes payable, net of fees, in the amount of $736,750 offset by the repayment of
notes payable totaling $296,170.




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.




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.




14




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 $1,500,000 in
the current period and has negative working capital of approximately $1,750,000.
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.





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 six months ended December 31,
2008.


Recent Accounting Pronouncements




15




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 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.







ITEM
      3.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.




N/A




16




ITEM
      4T.
            CONTROLS
      AND PROCEDURES.




Evaluation of Disclosure Controls
and Procedures.  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.


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.





Changes in Internal Control Over
Financial Reporting.  During the most recent quarter ended
December 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.




17




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, 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 final judgment in the amount of $3,337,000
is expected within the next 45 to 60 days. No gain provision has been reflected
in the accompanying financial statements.





While a
Texas arbitrator rendered an award against the Company for $592,312, management
feels once they receive a final judgment in the California case, as well as, the
outcome from its appeal, the effect for the Company could result in a net gain
ranging from $2,744,688 to $3,337,000.







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




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.







18






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.February
      23, 2009
              By:
              /s/ Curt
      ThorntonCurt
      ThorntonChief
      Executive Officer (Principal Executive Officer) and Chief Financial
      Officer(Principal
      Financial Officer and Accounting Officer) and Director














19