UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





þ  QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For
the quarterly period ended March 31, 2009





OR





 ̈   TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
transition period from _____________________ to
_______________________





Commission
file
number:                   000-27582





SPEEDUS
CORP.


(Exact
name of registrant as specified in its charter)





Delaware
            
            13-3853788(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)1
      Dag Hammarskjold Blvd.Freehold, New Jersey
            
            07728(Address
      of principal executive offices)
            
            (Zip
      Code)888-773-3669(Registrant's
      telephone number, including area code)Not Applicable(Former
      name, former address and former fiscal year, if changed since last
      report)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes þ 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
definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer  ̈
            Accelerated
      filer  ̈Non-accelerated
      filer  ̈
            Smaller
      reporting company þ(Do
      not check if a smaller reporting
company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ̈NoþT





The
number of shares of Common Stock outstanding as of October 12, 2009 was
3,935,596










SPEEDUSCORP.


INDEX
TO FORM 10-Q





PART
      I -- FINANCIAL INFORMATION
            PageItem
      1.
            Financial StatementsConsolidated Balance Sheets as of March 31, 2009 (unaudited)
      and December 31, 2008
            3Consolidated Statements of Operations (unaudited) for the Three
      Months Ended March 31, 2009 and 2008
            4Consolidated Statements of Cash Flows (unaudited) for the Three
      Months Ended March 31, 2009 and 2008
            5Condensed Notes to Consolidated Financial Statements
      (unaudited)
            6-12Item
      2.
            Management's Discussion and Analysis of Financial Condition and
      Results of Operations
            12-16Item
      3.
            Quantitative and Qualitative Disclosures About Market
      Risk
            16Item
      4T.
            Controls and Procedures
            16PART
      II -- OTHER INFORMATIONItem
      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
            19Item
      5.
            Other Information
            19Item
      6.
            Exhibits
            19Signature Page
            20Exhibit
      31.1
            Certification
      of Chief Executive Officer Pursuant to Rule 13a-14 of the Securities
      Exchange Act of 1934, as Adopted Pursuant to Section 302 of The
      Sarbanes-Oxley Act of 2002
            21Exhibit
      31.2
            Certification
      of Chief Financial Officer Pursuant to Rule 13a-14 of the Securities
      Exchange Act of 1934, as Adopted Pursuant to Section 302 of The
      Sarbanes-Oxley Act of 2002
            22Exhibit
      32.1
            Certification
      of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
            23Exhibit
      32.2
            Certification
      of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
            24


2
 Index


SPEEDUSCORP.


CONSOLIDATED
BALANCE SHEETS





March
      31,
            
            
            December
      31,2009
            
            
            2008(Unaudited)ASSETSCurrent
      assets:Cash
      and cash equivalents
            
            $
            4,884,010
            
            
            $
            6,007,757Marketable
      securities
            
            
            1,996
            
            
            
            2,633Other
      current assets
            
            
            181,864
            
            
            
            58,068Total
      current assets
            
            
            5,067,870
            
            
            
            6,068,458Property
      and equipment, net of accumulated depreciation of $45,886 and
      $39,150
            
            
            40,275
            
            
            
            47,011Other
      assets
            
            
            22,447
            
            
            
            22,447Total
      assets
            
            $
            5,130,592
            
            
            $
            6,137,916LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable
            
            $
            322,292
            
            
            $
            174,293Accrued
      liabilities
            
            
            1,839,153
            
            
            
            1,898,167Convertible
      note to minority shareholder
            
            
            513,053
            
            
            
            328,883Current
      portion of redeemable preferred stock
            
            
            385,204
            
            
            
            378,110Total
      current liabilities
            
            
            3,059,702
            
            
            
            2,779,453Redeemable
      preferred stock ($.0001 par value;100,000 shares authorized; 70,940 shares
      issued and outstanding), net of current portion
            
            
            385,204
            
            
            
            378,110Total
      liabilities
            
            
            3,444,906
            
            
            
            3,157,563Commitments
      and ContingenciesStockholders'
      equity:Preferred
      stock ($.01 par value; 20,000,000 shares authorized): Series A Junior
      Participating ($.01 par value; 4,000 shares authorized; no shares
      issued)
            
            
            -
            
            
            
            -Common
      stock ($.01 par value; 50,000,000 shares authorized; 5,438,006 shares
      issued)
            
            
            54,380
            
            
            
            54,380Additional
      paid-in-capital
            
            
            92,222,675
            
            
            
            92,178,868Treasury
      stock (at cost; 1,502,410 shares)
            
            
            (6,136,611
            )
            
            
            (6,136,611
            )Accumulated
      deficit
            
            
            (84,454,758
            )
            
            
            (83,116,284
            )Stockholders'
      equity
            
            
            1,685,686
            
            
            
            2,980,353Total
      liabilities and stockholders' equity
            
            $
            5,130,592
            
            
            $
            6,137,916





The
accompanying notes are an integral part of these consolidated financial
statements


3
 Index


SPEEDUSCORP.


CONSOLIDATED
STATEMENTS OF OPERATIONS


(unaudited)





For the three months ended March
      31,2009
            
            
            2008Revenues
            
            $
            49,800
            
            
            $
            -Expenses:Selling,
      general and administrative
            
            
            993,459
            
            
            
            541,657Research
      and development
            
            
            535,240
            
            
            
            494,212Depreciation
      and amortization
            
            
            6,737
            
            
            
            3,612Cost
      of sales
            
            
            59
            
            
            
            72Total
      operating expenses
            
            
            1,535,495
            
            
            
            1,039,553Operating
      loss
            
            
            (1,485,695
            )
            
            
            (1,039,553
            )Investment
      income (loss)
            
            
            159,079
            
            
            
            (39,012
            )Interest
      income
            
            
            8,700
            
            
            
            94,551Other income
            
            
            2,800
            
            
            
            -Interest
      expense
            
            
            (23,358
            )
            
            
            -Loss
      from continuing operations
            
            
            (1,338,474
            )
            
            
            (984,014
            )Loss
      from discontinued operations
            
            
            -
            
            
            
            (382,353
            )Net
      loss
            
            $
            (1,338,474
            )
            
            $
            (1,366,367
            )Per
      share:Loss
      per common share - basic and diluted:Continuing
      operations
            
            $
            (0.34
            )
            
            $
            (0.24
            )Discontinued
      operations
            
            
            -
            
            
            
            (0.10
            )Loss
      per common share - basic and diluted
            
            $
            (0.34
            )
            
            $
            (0.34
            )Weighted
      average common shares outstanding - basic and diluted
            
            
            3,935,596
            
            
            
            3,991,946





The
accompanying notes are an integral part of these consolidated financial
statements


4
 Index


SPEEDUSCORP.


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(unaudited)





For the three months ended March
      31,2009
            
            
            2008Cash
      flows from operating activities:Net
      loss
            
            $
            (1,338,474
            )
            
            $
            (1,366,367
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      and amortization
            
            
            6,737
            
            
            
            7,697Unrealized
      investment losses
            
            
            637
            
            
            
            244,079Stock
      based compensation
            
            
            43,707
            
            
            
            36,879Accrued
      dividends on preferred stock
            
            
            14,188
            
            
            
            -Accrued
      interest on convertible note
            
            
            9,170
            
            
            
            -Changes
      in operating assets and liabilities, net of acquisition:Due
      from broker
            
            
            -
            
            
            
            (1,928,650
            )Other
      current assets
            
            
            (123,796
            )
            
            
            (51,267
            )Other
      assets
            
            
            -
            
            
            
            320,537Accounts
      payable
            
            
            147,999
            
            
            
            38,093Securities
      sold and not yet purchased
            
            
            -
            
            
            
            1,744,975Accrued
      liabilities
            
            
            (59,015
            )
            
            
            (431,572
            )Net
      cash used in operating activities
            
            
            (1,298,847
            )
            
            
            (1,385,596
            )Cash
      flows from investing activities:United
      States Treasury bills:Maturities
            
            
            -
            
            
            
            2,996,700Net
      cash provided by investing activities
            
            
            -
            
            
            
            2,996,700Cash
      flows from financing activities:Convertible
      note financing in subsidiary by minority investor
            
            
            175,000
            
            
            
            -Exercise
      of stock options in subsidiary
            
            
            100
            
            
            
            -Redemption
      of preferred stock
            
            
            -
            
            
            
            (100,000
            )Repurchase
      of stock
            
            
            -
            
            
            
            (4,828
            )Net
      cash provided by (used in) financing activities
            
            
            175,100
            
            
            
            (104,828
            )Net
      (decrease) increase in cash and cash equivalents
            
            
            (1,123,747
            )
            
            
            1,506,276Cash
      and cash equivalents, beginning of period
            
            
            6,007,757
            
            
            
            8,845,358Cash
      and cash equivalents, end of period
            
            
            4,884,010
            
            
            
            10,351,634Supplemental
      information of business acquired:Fair
      value of assets acquired:Other
      current assets
            
            
            
            
            
            
            195,000Non
      current assets
            
            
            
            
            
            
            34,000Other
      intangible assets
            
            
            
            
            
            
            580,400Less-liabilities
      assumed:Redeemable
      preferred stock
            
            
            
            
            
            
            (809,400
            )Cash
      paid
            
            
            
            
            
            
            -less-cash
      acquired
            
            
            
            
            
            
            -Acquisition
      of business, net of cash acquired
            
            
            
            
            
            $
            -





The
accompanying notes are an integral part of these consolidated financial
statements.


5
 Index


SPEEDUSCORP.





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(unaudited)





1.
            Basis
      of Presentation





The unaudited consolidated financial
statements of Speedus Corp. have been prepared in accordance with generally
accepted accounting principles for interim financial information. In the opinion
of management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included. These financial
statements do not include all information and notes required by generally
accepted accounting principles for complete financial statements. These
financial statements should be read in conjunction with the Company's 2008
audited consolidated financial statements and notes thereto on Form
10-K.





Operating results for the three months
ended March 31, 2009 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2009.





Business
activities





Speedus
Corp. operates primarily through its two majority-owned subsidiaries Zargis
Medical Corp. and Density Dynamics Corporation.





In 2001
we co-invested with Siemens Corporate Research, Inc., a subsidiary of Siemens
Corporation, in Zargis Medical Corp. to develop advanced diagnostic decision
support products and services for primary care physicians, pediatricians,
cardiologists and other healthcare professionals.  In March of 2008 we
acquired a majority interest in Density Dynamics Corporation, a company breaking
new ground in the development of  environmentally friendly solid-state
storage and I/O acceleration technology.





For
additional information on each of these business segments and our other assets
and operations, see the discussions below and “Notes to Consolidated Financial
Statements — Note 11, Business Segment Information.”





Zargis
Medical Corp.


Zargis is
a medical device company focused on improving health outcomes and cost
effectiveness through the development of computer-aided medical devices and
telemedicine based delivery systems.   Zargis was formed in 2001
when we co-invested with Siemens Corporate Research, Inc., a subsidiary of
Siemens Corporation.  As part of this transaction, Siemens contributed
certain intellectual property including a core technology used in the Zargis
CardioscanTM device (Cardioscan).





In
February 2003, we acquired a controlling interest in Zargis Medical of
approximately 63%. At March 31, 2009, as a result of continued investment, our
primary equity ownership was approximately 93%.





In
October 2007, Zargis and the 3M Company entered into an exclusive multi-year
marketing alliance involving Zargis’ heart sound analysis software and 3M
Littmann’s next-generation electronic stethoscope. Under the agreement, Zargis
will support 3M in its efforts to develop a next-generation stethoscope that
will be compatible with Zargis’ heart sound analysis software. In addition, the
alliance provides Zargis with a wide-range of marketing and promotional
opportunities along with exclusive rights to sell its heart sound analysis
software through the global distribution network of the Littmann
brand.  The agreement with 3M, based on the total number of Zargis fully diluted shares
as of the agreement date, grants 3M a 5% equity position in Zargis following the
first sale of Zargis’ software through the 3M distribution channel (which
occurred in August of 2009) and an additional 5% equity in Zargis in the event
that other conditions are met.  The agreement also entitles 3M to a
royalty payment based on sales of certain Zargis products and a seat on the
Zargis Board of Directors.





Density
Dynamics


In March
2008, we obtained approximate a 75% primary equity ownership in Density Dynamics
Corporation. Density Dynamics is a newly formed company that was created to
acquire the technology, assets and some of the operations of a developer and
marketer of ultra-high speed storage systems for server networks and other
applications.  See Note 2 for further discussion.





Other
Business Activities





F&B
Gudtfood.


As a
result of continued losses, in October 2008 we transferred the operations and
liabilities of the remaining F&B restaurant store in to an unrelated third
party for no consideration.  We have reflected the accounts of F&B
as a discontinued operation in our consolidated financial statements for the
three months ended March 31, 2008.





Local
Multipoint Distribution Service (LMDS) License


We have
an FCC commercial operating license which covers between 150 – 300 MHz of
spectrum in the New York City area. The license has been renewed through
February 1, 2016 conditioned upon demonstrating to the FCC by June 1, 2012 that
we are providing “substantial service.” This entity had limited operations
during the three months ended March 31, 2009 and 2008.


6
 Index


Internet
initiatives


In the
fourth quarter of 2008, we ceased allocation of any material resources to our
portfolio of Internet initiatives, which included NetfreeUs, Wibiki, Adchooser
and iMarklet.    These entities had limited operations
during the three months ended March 31, 2009 and 2008.





Liquidity
and Capital Resources





We have
recorded operating losses and negative operating cash flows since our inception
and have limited revenues. At March 31, 2009, we had an accumulated deficit of
approximately $84,455,000. We do not expect to have earnings from operations or
positive operating cash flow until such time as our strategic investments
achieve successful implementation of their business plans and/or form alliances
for the use of our capabilities in the future.





We may
not have funds sufficient to finance our operations and enable us to meet our
financial obligations for the next twelve months. There can be no assurances
that we will be able to consummate any capital raising transactions,
particularly in view of current economic conditions. The inability to generate
future cash flow or raise funds to finance our strategic investments could have
a material adverse effect on our ability to achieve our business
objectives.





These
conditions raise substantial doubt about our ability to continue as a going
concern.





If we are
not able to reduce or defer our expenditures, secure additional sources of
revenue or otherwise secure additional funding, we may be unable to continue as
a going concern, and we may be forced to restructure or significantly curtail
our operations, file for bankruptcy or cease operations. In addition, a
bankruptcy filing by one or more of our strategic investments could cause us to
lose our investment and/or control and could prevent us from sharing in any
future success of those strategic investments. The accompanying financial
statements do not include any adjustments relating to the recoverability of the
carrying amount of recorded assets or the amount of liabilities that might
result should the Company be unable to continue as a going
concern.  Should we be successful in securing the necessary capital to
continue operations, it is likely that such arrangements would result in
significant dilution to each shareholder’s ownership interest in the
Company.





Financial
Statements and Principles of Consolidation





The
consolidated financial statements include the accounts of Speedus and its
wholly-owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation.





Companies
in which Speedus directly or indirectly owns more than 50% of the outstanding
voting securities or that Speedus has effective control over are accounted for
under the consolidation method of accounting. Under this method, those
companies’ balance sheets and results of operations, from the date Speedus
acquired control, are included in Speedus’ consolidated financial statements.
Through the year ended December 31, 2008,  Zargis Medical and Density
Dynamics continued to generate losses which reduced the minority investors’
interest to zero.  As result, the Company is consolidating 100% of the
losses for these entities and continues to fund their operations with
intercompany loans or additional investment, which are eliminated in
consolidation.





Companies
in which Speedus owns less than 20% of the outstanding voting securities and
does not have the ability to exercise significant influence are accounted for
under the cost method of accounting.





Estimates


The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the dates of the financial statements and
the reported amounts of operating revenues and expenses during the reporting
periods. Significant estimates and assumptions include the adequacy of the
calculations related to stock based compensation, other than temporary
impairment of investments and the realizable value of assets held for sale.
Actual results could differ from those estimates.





Cash
and Cash Equivalents


The
Company considers all highly liquid interest earning investments with original
maturities of three months or less to be cash equivalents. At March 31, 2009 and
December 31, 2008, cash equivalents consisted of money market
funds.  At times the Company has cash and cash equivalents balances in
excess of the FDIC and SPIC insured limits.





Marketable
Securities


All
marketable securities are defined as trading securities under the provisions of
Statement of Financial Accounting Standards (‘SFAS”) No. 115, "Accounting for
Certain Investments in Debt and Equity Securities." At March 31, 2009 and
December 31, 2008, marketable securities consisted of publicly traded equity
securities which were recorded at the fair market value of approximately $2,000
and approximately $2,600 as of March 31, 2009 and December 31, 2008,
respectively.





Securities
sold and not purchased


The
Company has in the past and may in the future sell publicly traded equity
securities it does not own in anticipation of declines in the fair market values
of the securities. When the Company effects such transactions, it must borrow
the securities it sold in order to deliver them and settle the trades. These
amounts are shown on the balance sheet as ‘Securities sold and not purchased’
and represent the value of these securities at fair market value. The Company’s
potential for loss on these transactions is unlimited since the value of the
underlying security can keep increasing which could have a material adverse
effect on the Company’s consolidated financial statements.  At March
31, 2009 and December 31, 2008, there were no securities sold and not
purchased.


7
 Index


Fair
Value of Financial Instruments


Cash and
cash equivalents, accounts payable and accrued expenses are reflected in the
consolidated balance sheets at their carrying value, which approximates fair
value due to the short-term nature of these instruments and the variability of
the respective interest rates, where applicable.  Pursuant to SFAS No.
157 “Fair Value Measurements”, the fair value of our cash equivalents is
determined based on “Level 1” inputs, which consist of quoted prices in active
markets for identical assets.





Property
and Equipment


Office
equipment and leasehold improvements are recorded at cost and depreciated on a
straight-line basis over the estimated useful lives of the assets, ranging from
three to seven years, but not longer than initial lease terms in the case of
leasehold improvements.  When assets are fully depreciated, it is the
Company’s policy to remove the costs and related accumulated depreciation from
its books and records.





Long-lived
assets


The
Company periodically evaluates the net realizable value of long-lived assets,
including fixed and intangible assets, in accordance with SFAS No. 144,
“Accounting for the Impairment or Disposal of Long-Lived Assets”, relying on
anticipated future cash flows. The Company’s evaluation of anticipated future
cash flows considers operating results, business plans and economic projections,
as well as, non-financial data such as market trends, product and development
cycles, and changes in management’s market emphasis. An impairment in the
carrying value of an asset is recognized when the expected future operating cash
flows derived from the asset are less than its carrying value.





Revenue
Recognition


Zargis
Medical recognizes revenue upon completion of services performed under
contracts, in accordance with the provisions of the Securities and Exchange
Commission Staff Accounting Bulletin No. 104, "Revenue
Recognition".





Income
Taxes


As
required by Statement SFAS No. 109, “Accounting for Income Taxes,” the Company
is required to provide for deferred tax assets or liabilities arising due to
temporary differences between the book and tax basis of the Company’s assets and
liabilities.





As of March 31, 2009, the Company has a
deferred tax asset of approximately $50.8 million, relating primarily to
operating losses. An offsetting valuation allowance of $50.8 million has been
established as the Company had no ability to carryback its losses and a limited
earnings history.





At March 31, 2009, the Company had net
operating loss carryforwards of approximately $107 million which expire between
2015 and 2029. Under the provisions of the Internal Revenue Code, certain
substantial changes in the Company’s stock ownership may result in a limitation
on the amounts of net operating loss carryforwards which can be utilized in
future years.





Effective
January 1, 2007, the Company adopted Financial Accounting Standards Board
Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an
Interpretation of FASB Statement 109”. FIN 48 prescribes a comprehensive model
for the manner in which a company should recognize, measure, present and
disclose in its financial statements all material uncertain tax positions that
the Company has taken or expects to take on a tax return.  As
of  March 31, 2009, the only tax jurisdictions to which the Company is
subject are the United States and several states where the Company operates.
Open tax years relate to years in which unused net operating losses were
generated. Thus, the Company’s open tax years extend back to 1996. In the event
that the Company concludes that it is subject to interest and/or penalties
arising from uncertain tax positions, the Company will present interest and
penalties as a component of income taxes.  No amounts of interest or
penalties were recognized in the Company’s Consolidated Balance Sheet or
Consolidated Statement of Operations as of and for the three months ended March
31, 2009 and 2008.





Earnings
Per Share


Basic and
diluted (loss) per common share are determined in accordance with SFAS No. 128,
For the three months  ended March 31, 2009 and 2008, outstanding stock
options and warrants in the weighted average amounts of 645,000 and 551,000,
respectively, have been excluded from the diluted loss per share since their
effect would be antidilutive.





Stock
Options


The
Company accounts for stock options under SFAS 123R, “Share-Based
Payment”.  Under this method, the Company records compensation cost
based upon the fair value of those awards on the grant date over the service
period of each award on a straight line basis. Stock based compensation expense
recognized during the three months ended March 31, 2009 and 2008 was
approximately $43,700 and $36,900, respectively.





The fair value of the awards on the
grant date was estimated using a Black-Scholes option pricing model. Assumptions
utilized in the model for Speedus, Zargis, and DDC are evaluated and revised, as
necessary, to reflect market conditions and experience. For the three months
ended March 31, 2009, key assumptions used in valuing these options included a
risk-free interest rate of 2.3%, an expected life of seven years and a
volatility factor of 124%. For the three months ended March 31, 2008, key
assumptions used in valuing these options included a risk-free interest rate of
3%, expected life of six years and a volatility factor of 106%.


8
 Index


Under the
provisions of Emerging Issues Task Force No. 96-18, “Accounting for equity
instruments that are issued to other than employees for acquiring or in
conjunction with selling, goods and services”, the fair value of the equity
interests will be recognized as an expense over a period of time when the
requisite conditions are met.





Recent
Accounting Pronouncements


In
December 2007, the Financial Accounting Standards Board issued FASB No. 141R,
“Business Combinations”. FASB 141R establishes principles and requirements for
how the acquirer of a business recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree. FASB 141R also provides guidance for
recognizing and measuring the goodwill acquired in the business combination and
determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. FASB 141R will become effective as of the beginning of the
Company’s fiscal year beginning after December 15, 2008. The impact that
adoption of FASB No. 141R will have on the Company’s consolidated financial
statements will depend on the nature, terms and size of business combinations
that occur after the effective date.





In
December 2007, the Financial Accounting Standards Board issued FASB No. 160,
“Noncontrolling Interests in Consolidated Financial Statements-an amendment of
ARB No. 51”. FASB 160 establishes accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. FASB 160 will become effective as of the beginning of the Company’s
fiscal year beginning after December 15, 2008. The adoption of FASB No. 160 did
not have a material impact on the consolidated results of operations and
financial condition.





In April
2008, the FASB issued Staff Position FSP 142-3, “Determination of the Useful
Life of Intangible Assets” (“FSP 142-3”).  FSP 142-3 amends the
factors that should be considered in developing renewal or extension assumptions
used to determine the useful life of a recognized intangible asset under FASB
Statement No. 142, “Goodwill and Other Intangible Assets.”  FSP 142-3
is effective for financial statements issued after December 15
2008.  The adoption of FSP 142-3 did not have a material impact on the
consolidated results of operations and financial condition.





In May
2008, the FASB issued Statement No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS 162”).  The statement is intended to
improve financial reporting by identifying a consistent hierarchy for selecting
accounting principles to be used in preparing financial statements that are
presented in conformity with GAAP.  Prior to the issuance of SFAS 162,
GAAP hierarchy was defined in the American Institute of Certified Public
Accountants (“AICPA”) Statement on Auditing Standards (SAS) no. 69, “The Meaning
of Present Fairly in Conformity With Generally Accepted Accounting
Principles”.  Unlike SAS 69, SFAS 162 is directed to the entity rather
than the auditor.  SFAS 162 is effective 60 days following the SEC’s
approval of the Public Company Accounting Oversight Board Auditing amendments to
AU Section 411, “The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles”, SFAS 162 is effective November 15, 2008 and did
not have any material impact on the Company’s results of operations, financial
condition or liquidity.





In June
2008, the FASB ratified EITF Issue No. 07-5, “Determining Whether an Instrument
(or an Embedded Feature) Is Indexed to an Entity’s Own Stock “ (“EITF
07-5”).  EITF 07-5 provides that an entity should use a two step
approach to evaluate whether an equity-linked financial instrument (or embedded
feature) is indexed to its own stock, including evaluating the instrument’s
contingent exercise and settlement provisions.  It also clarifies the
impact of foreign currency denominated strike prices and market-based employee
stock option valuation instruments on the evaluation.  EITF 07-5 is
effective for fiscal years beginning after December 15, 2008.  The
implementation of this standard did not have a material impact on the Company’s
consolidated financial position and results of operations.





In
October 2008, the FASB issued FSP 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 the Company’s consolidated financial statements or the
fair values of its financial assets and liabilities.





In June
2009, the FASB issued Statement No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles
(“SFAS 168”). SFAS 168 will become the single source of authoritative
nongovernmental U.S. generally accepted accounting principles (“GAAP”),
superseding existing FASB, American Institute of Certified Public Accountants
(“AICPA”), Emerging Issues Task Force (“EITF”), and related accounting
literature. SFAS 168 reorganizes the thousands of GAAP pronouncements into
roughly 90 accounting topics and displays them using a consistent structure.
Also included is relevant Securities and Exchange Commission guidance organized
using the same topical structure in separate sections. SFAS 168 will be
effective for financial statements issued for reporting periods that end after
September 15, 2009.


9
 Index


2.
            Acquisition





On March 5, 2008, the Company acquired
approximately a 75% primary equity ownership in Density Dynamics Corporation, a
newly formed company that was created to acquire the technology, assets and some
of the operations of a developer and marketer of ultra-high speed storage
systems for server networks and other applications. The acquisition price was
$1,000,000. In exchange, the Company received $1,000,000 of redeemable preferred
stock from DDC, which has been eliminated in consolidation.





This acquisition was accounted for
using the purchase method of accounting. The results of operations of DDC have
been included in the consolidated statements of operations from the date of
acquisition. The acquisition has been allocated as follows as of the acquisition
date: $191,000 to current assets, $34,000 to non current assets, $584,000 to
other intangible assets and $809,000 to liabilities. The $584,000 allocated as
an intangible asset (reflecting intellectual property assets of DDC) was being
amortized over a period of seven years until written off as impaired in the
fourth quarter of 2008.





In
connection with the acquisition, DDC issued $809,400 of redeemable preferred
stock to the 25% owner, $100,000 of which was redeemed at the time of closing.
The redeemable preferred stock accrues dividends equal to 8% of the original
purchase price of $10 per share (the “Original Purchase Price”). The redeemable
preferred stock will be redeemed for the Original Purchase Price plus accrued
and unpaid dividends as follows: $70,000 during the year ended December 31,
2009, $50,000 out of a future financing by the Company, 50% out of the cash flow
of DDC as defined, and to the extent that any redeemable preferred shares remain
outstanding, the balance will be redeemed in 2013. The Company has reflected
this redeemable preferred stock as a liability on its December 31, 2008 and
March 31, 2009 consolidated balance sheet.  For the three months ended
March 31, 2009 and 2008 accrued dividends on the redeemable preferred stock to
the minority owner in the amount of approximately $14,200 and $0 respectively,
has been recorded as interest expense.  During the three months ended March
31, 2009 DDC was fully operational in compared to the three months ended March
31, 2008 where DDC had limited operations.





In July
2008, DDC sold 300,000 shares of its common stock for a price of $1 per share.
225,000 shares were sold to Speedus and 75,000 shares were sold to the minority
owner of DDC. The investment by Speedus has been eliminated in consolidation.
The investment by the minority owner has been reflected in additional
paid-in-capital during the year ended December 31, 2008. In connection with this
sale of stock, DDC issued seven year warrants to purchase 56,250 and 18,750
shares of DDC common stock to Speedus and the minority owner, respectively, for
a purchase price of $1 per share.





In
October 2008, DDC sold $500,000 in 8% convertible notes, in the amounts of
$250,000 to each of the Company and the minority owner. In December 2008, DDC
agreed to sell an additional $500,000 in 8% convertible notes, in the amounts of
$250,000 to each of the Company and the minority owner. At December 31, 2008,
$75,000 had been advanced by each of the Company and the minority
owner.  During the first three months of 2009, the remaining balance
of $175,000 was advanced by each of the Company and the minority owner. The
aggregate amount under the notes is due December 31, 2009 unless otherwise
converted in connection with any financings completed by DDC. The loan by the
Company has been eliminated in consolidation. For the three months ended March
31, 2009 and 2008, accrued interest on the convertible note to the minority
owner in the amount of approximately $9,200 and $0 has been recorded as interest
expense, respectively.


10
 Index


3.
            Discontinued
      operations





During
December 2007, the Company closed one of its F&B Restaurant stores as a
result of continued losses. At December 31, 2007, based upon an offer to
purchase the leasehold estate, the Company recorded a loss in the amount of
$71,000 representing the difference between the carrying value of the leasehold
estate and the estimated net proceeds to be received by the Company in the
amount of $342,000 which had been recorded as assets held for sale. In April
2008, the landlord did not agree to the proposed sale and terminated the lease
effective May 2008. As a result, the Company recorded an additional loss in the
amount of $342,000 during the year ended December 31, 2008. As a result of
continued losses, in October 2008 the Company transferred the operations and
right to use the assets of its remaining F&B Restaurant store to an
unrelated third party for no consideration. The net assets and liabilities and
results of operations of F&B are presented as discontinued operations for
all periods presented in these financial statements.





The loss from discontinued operations
of F&B for the three months ended March 31, 2008 consists of:





Revenues
            
            $
            120,234Cost
      of sales
            
            
            36,033Selling,
      general and administrative
            
            
            462,469Depreciation
            
            
            4,085Total
      operating expenses
            
            
            502,587Operating
      loss
            
            
            (382,353
            )Investment
      income
            
            
            -Net
      loss from discontinued operations
            
            $
            (382,353
            )





4.
            Business Segment
      Information





The
following table sets forth the Company's financial performance by reportable
operating segment for the three months ended March 31, 2009 and
2008.





Three months ended March 31,
      2009CorporateZargis
            
            
            DDC
            
            
            and other
            
            
            TotalsRevenues
      from external customers
            
            $
            49,800
            
            
            $
            -
            
            
            $
            -
            
            
            $
            49,800Depreciation
      and amortization
            
            
            2,822
            
            
            
            3,915
            
            
            
            -
            
            
            
            6,737Operating
      loss
            
            
            (391,090
            )
            
            
            (649,621
            )
            
            
            (444,984
            )
            
            
            (1,485,695
            )Fixed
      assets
            
            
            7,155
            
            
            
            33,120
            
            
            
            -
            
            
            
            40,275Total
      assets
            
            
            176,138
            
            
            
            115,936
            
            
            
            4,838,518
            
            
            
            5,130,592





Three months ended March 31,
      2008CorporateZargis
            
            
            DDC
            
            
            and other
            
            
            TotalsRevenues
      from external customers
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Depreciation
      and amortization
            
            
            3,612
            
            
            
            -
            
            
            
            -
            
            
            
            3,612Operating
      loss
            
            
            (525,203
            )
            
            
            (22,840
            )
            
            
            (491,510
            )
            
            
            (1,039,553
            )Fixed
      assets
            
            
            18,309
            
            
            
            34,000
            
            
            
            -
            
            
            
            52,309Total
      assets
            
            
            162,933
            
            
            
            1,706,560
            
            
            
            12,195,634
            
            
            
            14,065,127





The Company has no foreign operations.
During the three months ended March 31, 2009 and 2008, the Company had sales to
the US Army were greater than 10% of total Company revenues. The Company's
accounting policies for segments are the same as those described in Note
1.





DDC was acquired in March 2008 and had
no significant operations during the three months ended March 31,
2008.


11
 Index


5.
            Commitments
      and Contingencies





Withholding
Tax Dispute Description


On March 30, 2004, the Company entered
into an Employment Agreement with Mr. Shant S. Hovnanian, effective as of April
25, 2002 (the “Employment Agreement”), providing for Mr. Hovnanian’s employment
as President and Chief Executive Officer of the Company.  The
Employment Agreement provided that Mr. Hovnanian was to be paid an annual
salary.  The Employment Agreement separately provided for Mr.
Hovnanian to receive a contingent payment equal to 20% of the net proceeds
(after legal and other expenses) realized by the Company from a Technology
Rights Agreement dispute against Western International Communications and
certain related claims.  The Company reached a $15 million settlement
of this claim in February 2004, resulting in a contingent payment of
approximately $2.8 million, which was paid to an entity that Mr. Hovnanian
controlled.





On January 22, 2009, the Internal
Revenue Service (the “IRS”) issued a “30-day letter” to the Company asserting
that withholding income tax was due to the IRS in connection with this payment,
plus interest and penalties, which totaled approximately $1.3 million
(“Claim”).  Thereafter, on February 23, 2009, the IRS issued notice of
its intention to levy in respect of these claims.  The Company
appealed the IRS proposed tax adjustment and while the appeal process is
underway, any related IRS levy has been stayed.  The Company took the
step to set aside sufficient cash to satisfy the Claim and other potential
obligations that may arise with respect to this issue. The Company has
established a reserve of $1.3 million in accrued expenses and recorded a charge
to selling, general and administrative expenses for this claim at December 31,
2008.





Recently, the Company met with
officials of the IRS and proposed a settlement that would relieve the Company of
responsibility for payment of the Federal income tax withholding with respect to
the $2.8 million payment in exchange for the payment by the Company of Social
Security and Medicare taxes (including associated interest) on such
amount.  While the Company reasonably believes that a settlement will
be achieved and expects a decision before the end of October of 2009, there can
be no assurance that a settlement will be reached or that the ultimate payment
will be below the amount levied.





ITEM2.
            MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS





The following discussion and analysis
of financial condition and results of operations should be read in conjunction
with the corresponding discussion and analysis included in the Company's Report
on Form 10-K for the year ended December 31, 2008.





Cautionary
Statement Regarding Forward-Looking Information





This
Management’s Discussion and Analysis of Financial Condition and Results of
Operations and other sections of this Form 10-Q contain “forward-looking
statements” within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
These statements appear in a number of places in this Form 10-Q and include
statements regarding the intent, belief or current expectations of the Company
or its officers with respect to, among other things, the ability of the Company
to make capital expenditures, the ability to incur additional debt, as
necessary, to service and repay such debt, if any, as well as other factors that
may effect the Company’s financial condition or results of operations.
Forward-looking statements may include, but are not limited to, projections of
revenues, income or losses, capital expenditures, plans for future operations,
financing needs or plans, compliance with covenants in loan agreements, plans
for liquidation or sale of assets or businesses, plans relating to products or
services of the Company, assessments of materiality, predictions of future
events, and the ability to obtain additional financing, including the Company’s
ability to meet obligations as they become due, and other pending and possible
litigation, as well as assumptions relating to the foregoing. All statements in
this Form 10-Q regarding industry prospects and the Company’s financial position
are forward-looking statements. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
hereof. Although the Company believes that the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. The Company undertakes no
obligation to publicly release the result of any revisions to these
forward-looking statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated
events.





Business
Activities





Overview


Speedus
Corp. operates primarily through its two majority-owned subsidiaries Zargis
Medical Corp. and Density Dynamics Corporation.





In 2001
we co-invested with Siemens Corporate Research, Inc., a subsidiary of Siemens
Corporation, in Zargis Medical Corp. to develop advanced diagnostic decision
support products and services for primary care physicians, pediatricians,
cardiologists and other healthcare professionals.  In March of 2008 we
acquired a majority interest in Density Dynamics Corporation, a company breaking
new ground in the development of DRAM based energy efficient solid-state drives
(SSD) with I/O acceleration technology.


12
 Index


For
additional information on each of these business segments and our other assets
and operations, see the discussions below and “Notes to Consolidated Financial
Statements — Note 10, Business Segment Information.”





Zargis
Medical Corp.


Zargis is
a medical device company focused on improving health outcomes and cost
effectiveness through the development of computer-aided medical devices and
telemedicine based delivery systems.   Zargis was formed in 2001
when we co-invested with Siemens Corporate Research, Inc., a subsidiary of
Siemens Corporation.  As part of this transaction, Siemens contributed
certain intellectual property including a core technology used in the Zargis
CardioscanTM device (Cardioscan).





Cardioscan
is a non-invasive, diagnostic support solution that automatically analyzes
acoustical data from a patient to determine whether or not the patient possesses
a suspected diastolic or systolic murmur and whether or not they present a Class
I indication for echocardiography referral.  Heart murmurs can be a
sign of serious types of valvular or other heart disease.  Zargis’
patented technology utilizes advanced signal processing algorithms deployed on a
standard pc computer platform.  Cardioscan received its initial FDA
clearance in May 2004 and additional clearances in September 2005 and March
2006.





In
addition to the development of Cardioscan, Zargis has been awarded several
contracts by the U.S. Army, most recently in October of 2008, to develop
prototype versions of telemedicine systems for use in cardiology. These systems
record, synchronize and analyze heart sounds, lung sounds and ECG signals in
pediatric patients who are being cared for by remote military treatment
facilities. The systems have been fully integrated with an existing Army
telehealth platform.





Demand
for medical systems designed to remotely project the expertise of cardiologists
and other medical specialists is growing very rapidly within both military and
civilian environments worldwide and it is for this reason that Zargis has
identified the field of telemedicine as a key focus area for product
commercialization.





In
February 2003, we acquired a controlling interest in Zargis Medical of
approximately 63%. At December 31, 2008, as a result of continued investment,
our primary equity ownership interest was approximately 93%.





In
October 2007, Zargis and the 3M Company entered into an exclusive multi-year
marketing alliance involving Zargis’ heart sound analysis software and 3M
Littmann’s next-generation electronic stethoscope. Under the agreement, Zargis
will support 3M in its efforts to develop a next-generation stethoscope that
will be compatible with Zargis’ heart sound analysis software. In addition, the
alliance provides Zargis with a wide-range of marketing and promotional
opportunities along with exclusive rights to sell its heart sound analysis
software through the global distribution network of the Littmann
brand.  The agreement with 3M,
based on the total number of Zargis fully diluted shares as of the agreement
date, grants 3M a 5% equity position in Zargis following the first sale of
Zargis’ software through the 3M distribution channel (which occurred in August
of 2009) and an additional 5% equity in Zargis in the event that other
conditions are met.  The agreement also entitles 3M to a royalty
payment based on sales of certain Zargis products and a seat on the Zargis Board
of Directors.





Density
Dynamics


In March
2008, we obtained approximately a 75% equity interest in Density Dynamics
Corporation. Density Dynamics is a newly formed company that was created to
acquire the technology, assets and some of the operations of a developer and
marketer of ultra-high speed storage systems for server networks and other
applications.





Density
Dynamics is continuing development of its line of DRAM based energy efficient
solid-state technology.  The Density Dynamics RamFlash (RF-SSD) and
pure DRAM solid-state drive (DR-SSD) Jet.io products are unique because they
provide a scalable industry standard 3.5” drive format and also use a
proprietary design with DRAM memory for core storage functions in a uniquely
compact 3.5-inch form factor alleviating I/O bottlenecks using dramatically
lower power than other storage solutions.





Other
Business Activities





F&B
Gudtfood.


As a
result of continued losses, in October 2008 we transferred the operations and
liabilities of the remaining F&B restaurant store in to an unrelated third
party for no consideration.  We have reflected the accounts of F&B
as a discontinued operation in our consolidated financial statements for the
three months ended March 31, 2009 and 2008.





Local
Multipoint Distribution Service (LMDS) License


We have
an FCC commercial operating license which covers between 150 – 300 MHz of
spectrum in the New York City area. The license has been renewed through
February 1, 2016 conditioned upon demonstrating to the FCC by June 1, 2012 that
we are providing “substantial service.” This entity had limited operations
during the three months ended March 31, 2009 and 2008.





Internet
initiatives


In the
fourth quarter of 2008, we ceased allocation of any material resources to our
portfolio of Internet initiatives, which included NetfreeUs, Wibiki, Adchooser
and iMarklet.    These entities had limited operations
during the three months ended March 31, 2009 and 2008.


13
 Index


Investments


We have
invested a portion of our assets in a portfolio of marketable securities
consisting of publicly traded equity securities. We have in the past and may in
the future sell publicly traded equity securities we do not own in anticipation
of declines in the fair market values of these securities. As of March 31, 2009
and December 31, 2008, we had not sold any securities that we did not
own.





Critical
Accounting Policies





General


Our
discussion and analysis of our financial condition and results of operations are
based upon our consolidated financial statements. The preparation of those
financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the dates of the financial statements and the reported amounts of
operating revenues and expenses during the reporting periods. Actual results
could differ from those estimates. For a description of all of our accounting
policies, see Note 2 to our consolidated financial statements included in this
Form 10-K. However, we believe the following critical accounting policies affect
the more significant judgments and estimates used in the preparation of our
consolidated financial statements.





Financial
instruments


Our
financial instruments consist primarily of cash equivalents and marketable
securities. The carrying value of cash equivalents approximates market value
since these highly liquid, interest earning investments are invested in money
market funds. Marketable securities consist of publicly traded equity securities
classified as trading securities and are recorded at fair market value, i.e.,
closing prices quoted on established securities markets. Significant changes in
the market value of securities that we invest in could have a material impact on
our financial position and results of operations.





We have
also invested in equity and debt instruments of non-publicly held companies and
account for them under the cost method since we do not have the ability to
exercise significant influence over operations. We monitor these investments for
other than temporary impairment by considering current factors including
economic environment, market conditions, operational performance and other
specific factors relating to the business underlying the investment, and record
reductions in carrying values when necessary.





Long-lived
assets


Long-lived
assets, including fixed assets and other intangibles, are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of any such asset may not be recoverable through estimated
future cash flows from that asset. The estimate of cash flow is based upon,
among other things, certain assumptions about expected future operating
performance.





Share-Based
Payments


We
account for share-based payments under FASB 123R, “Share-Based Payment.” Under
this method, we record compensation cost based upon the fair value of those
awards on the grant date over the remaining service period of each award on a
straight line basis.





We
estimate the value of these awards on the date of grant using a Black-Scholes
option pricing model. The determination of the fair value of these awards on the
date of grant is affected by our stock price as well as assumptions regarding a
number of complex and subjective variables. These variables include our expected
stock price volatility over the term of the awards, expected term, risk-free
interest rate, expected dividends and expected forfeiture rates.





If
factors change and we employ different assumptions in the application of FASB
123R in future periods, the compensation expense that we record under FASB 123R
may differ significantly from what we have recorded in the current period. There
is a high degree of subjectivity involved when using option pricing models to
estimate share-based compensation under FASB 123R. Consequently, there is a risk
that our estimates of the fair values of these awards on the grant dates may
bear little resemblance to the actual values realized upon the exercise,
expiration, early termination or forfeiture of those share-based payments in the
future. Employee stock options may expire worthless or otherwise result in zero
intrinsic value as compared to the fair values originally estimated on the grant
date and reported in our consolidated financial statements. Alternatively, value
may be realized from these instruments that are significantly in excess of the
fair values originally estimated on the grant date and reported in our
consolidated financial statements.  During the three months ended
March 31, 2009 and 2008, we do not believe that reasonable changes in the
projections would have had a material effect on share-based compensation
expense.





Contingencies


We
account for contingencies in accordance with Statement of Financial Accounting
Standards No. 5, “Accounting for Contingencies”. SFAS No. 5 requires that we
record an estimated loss when information available prior to issuance of our
financial statements indicates that it is probable that an asset has been
impaired or a liability has been incurred at the date of the financial
statements and the amount of the loss can be reasonably estimated. Accounting
for contingencies such as environmental, legal and income tax matters requires
us to use our judgment. While we believe that our accruals for these matters are
adequate, if the actual loss is significantly different than the estimated loss,
our results of operations will be affected in the period that the difference is
known.


14
 Index


Three
Months Ended March 31, 2009 Compared to Three Months Ended March 31,
2008





Revenues
increased from $0 for the three months ended March 31, 2008 to $49,800 for the
three months ended March 31, 2009. This increase is primarily the result of
contracted service revenue earned by Zargis.





Selling,
general and administrative expenses increased 83% from approximately $542,000
for the three months ended March 31, 2008 to approximately $993,000 for the
three months ended March 31, 2009. This increase is primarily a result of the
activities associated with Density Dynamics, which began operation in March of
2008 and had limited operations during the three months ended March 31,
2008.





Research
and development expenses increased 8% from approximately $494,000 for the three
months ended March 31, 2008 to approximately $535,000 for the three months ended
March 31, 2009. This increase is primarily a result of an increase in Zargis
development expenses of approximately $90,000, an increase in Density Dynamics
development expenses of approximately $100,000, which began operations in March
2008 and had limited operations during the three months ended March 31,
2008.  These increases were offset by a reduction in spending on
internet initiatives of approximately $150,000.





Depreciation
and amortization increased 87% from approximately $4,000 for the three months
ended March 31, 2008 to approximately $7,000 for the three months ended March
31, 2009. This increase is primarily a result of activities associated with
Density Dynamics which began operations in March 2008 and had limited operations
during the three months ended March 31, 2008.





Investment
income increased approximately $198,000 from a net loss of approximately $39,000
for the three months ended March 31, 2008 to a net gain of approximately
$159,000 for the three months ended March 31, 2009. This increase was primarily
due to favorable trading results in the three months ended March 31, 2009
compared with unfavorable trading results in the three months ended March 31,
2008. Interest income decreased from approximately $95,000 in the three months
ended March 31, 2008 to
approximately $9,000 in the three months ended March 31, 2009. This
decrease was primarily the result of a substantial reduction in the amount of
capital available for investment purposes. Other income increased from $0 in the
three months ended March 31, 2008 to approximately $3,000 in the three months
ended March 31, 2009. This increase was related to the sale of a domain name
during the three months ended March 31, 2009. Interest expense increased from $0
in the three months ended March 31, 2008 to approximately $23,000 in the three
months ended March 31, 2009. This increase was primarily related to dividends
payable on redeemable preferred stock and interest payable on a convertible note
to a minority owner of Density Dynamics. These amounts will fluctuate based upon
changes in the market value of the underlying investments, overall market
conditions and the amount of funds available for short-term investment and are
not necessarily indicative of the results that may be expected for any future
periods.


Liquidity
and Capital Resources





We have
recorded operating losses and negative operating cash flows since our inception
and have limited revenues. At March 31, 2009, we had an accumulated deficit of
approximately $84,455,000. We do not expect to have earnings from operations or
positive operating cash flow until such time as our strategic investments
achieve successful implementation of their business plans and/or form alliances
for the use of our capabilities in the future.





We may
not have funds sufficient to finance our operations and enable us to meet our
financial obligations for the next twelve months. There can be no assurances
that we will be able to consummate any capital raising transactions,
particularly in view of current economic conditions. The inability to generate
future cash flow or raise funds to finance our strategic investments could have
a material adverse effect on our ability to achieve our business
objectives.





The
report of our registered public accounting firm for the fiscal year ended
December 31, 2008 contains an explanatory paragraph which states that there is
substantial doubt about our ability to continue as a going concern.





If we are
not able to reduce or defer our expenditures, secure additional sources of
revenue or otherwise secure additional funding, we may be unable to continue as
a going concern, and we may be forced to restructure or significantly curtail
our operations, file for bankruptcy or cease operations. In addition, a
bankruptcy filing by one or more of our strategic investments could cause us to
lose our investment and/or control and could prevent us from sharing in any
future success of those strategic investments. The accompanying financial
statements do not include any adjustments relating to the recoverability of the
carrying amount of recorded assets or the amount of liabilities that might
result should the Company be unable to continue as a going
concern.  Should we be successful in securing the necessary capital to
continue operations, it is likely that such arrangements would result in
significant dilution to each shareholder’s ownership interest in the
Company.





Net cash
used in operating activities was approximately $1,299,000 for the three months
ended March 31, 2009 compared to approximately $1,386,000 for the three months
ended March 31, 2008. This net decrease in cash used in operating activities is
primarily the result of corporate cost cutting initiatives that resulted in
savings of $28,000, approximately $24,000 in accrued interest and dividends, and
approximately $35,000 in other positive changes to operating assets and
liabilities during the three months ended March 31, 2009, in comparison to the
three months ended March 31, 2008.





Net cash
provided by investing activities was $0 for the three months ended March 31,
2009 compared to approximately $2,997,000 for the three months ended March 31,
2008. This net reduction in cash provided by investing activities is primarily
the result of the maturation of a US Treasury Bill in 2008 that the Company did
not have in 2009.





Net cash
provided from financing activities was approximately $175,000 for the three
months ended March 31, 2009 compared to net cash used in financing activities of
approximately $(105,000) for the three months ended March 31, 2008. This net
increase in cash provided by financing activities is a result of proceeds
received from note financing by a minority investor in 2009 and the redemption
of preferred stock and the repurchase of company stock that occurred in
2008.





At March
31, 2009, the Company’s future minimum lease payments due under non-cancelable
leases aggregated approximately $109,000. Approximately $94,000 of this amount
is due during the year ending December 31, 2009,  and the balance
of  approximately $15,000  is due during the year ending
December 31, 2010.  In addition, in connection with a license
agreement to which the Company is a party, a termination payment will be payable
by the Company in the amount of $200,000 if the license agreement is terminated
by the Company before September 1, 2011.


15
 Index


We have
invested a portion of our assets in a portfolio of marketable securities
consisting of publicly traded equity securities. We purchase these securities in
anticipation of increases in the fair market values of the securities. We have
in the past and may in the future sell publicly traded equity securities we do
not own in anticipation of declines in the fair market values of these
securities. When we sell securities that we do not own, we must borrow the
securities we sold in order to deliver them and settle the trades. Thereafter,
we must buy the securities and deliver them to the lender of the securities. Our
potential for loss on these transactions is unlimited since the value of the
underlying security can keep increasing. At March 31, 2009 we had not sold any
securities that we did not own.  At March 31, 2008 we had sold
approximately $1,939,000 in securities that we did not own.





Off-Balance
Sheet Arrangements





The Company does not have any
off-balance sheet arrangements.





Recent
Accounting Pronouncements





See Note 1 to the consolidated
financial statements for a full description of recent accounting pronouncements
including the impact the future adoption would have on the Company’s results of
operations or financial position.





ITEM3.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





The Company’s financial instruments at
March 31, 2009 consist primarily of cash equivalents which are invested
primarily in money market accounts, and marketable securities.





The Company has in the past and may in
the future sell publicly traded equity securities it does not own in
anticipation of declines in the fair market values of the securities. When the
Company effects such transactions, it must borrow the securities it sold in
order to deliver them and settle the trades. These amounts are shown on the
balance sheet as ‘Securities sold and not purchased’ and represent the value of
these securities at fair market value. The Company’s potential for loss on these
transactions is unlimited since the value of the underlying security can keep
increasing which could have a material adverse effect on the Company’s
consolidated financial statements.  At March 31, 2009 and December 31,
2008 there were no securities sold and not purchased.





ITEM4T.
            CONTROLS
      AND PROCEDURES





Evaluation
of Disclosure Controls And Procedures





The
Company, under the supervision and with the participation of its management,
including the Chief Executive Officer and Chief Financial Officer, has evaluated
the effectiveness of the design and operation of the Company's "disclosure
controls and procedures," as such term is defined in Rules l3a-15e and l5d-I5e
promulgated under the Securities Exchange Act of 1934, as amended, (the
“Exchange Act"). Based upon that evaluation, the Chief Executive Officer and
Chief Financial Officer have concluded that, the Company's disclosure controls
and procedures were ineffective as of the end of the period covered by this
report. This conclusion was based on the material weakness indentified in the
Company's internal control over financial reporting as noted below. Such
controls and procedures are designed to ensure that all material information
required to be disclosed by the Company in reports that it files or submits
under the Exchange Act is accumulated and communicated as appropriate to allow
timely decisions regarding required disclosure and that all such information is
recorded, processed, summarized and reported as specified in the rules and forms
of the SEC.





Management's
Quarterly Report on Internal Control over Financial Reporting





The
Company's management conducted an evaluation of the effectiveness of the
Company's internal control over financial reporting, based on the framework and
criteria established in Internal Control ─ Integrated Framework, issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on this
evaluation, the Company's management assessed the effectiveness of the Company's
internal control over financial reporting for the period ended March 31, 2009
and concluded that such internal control over financial reporting was not
effective with respect to the material weakness described below.  This
report does not include an attestation report of our independent registered
public accounting firm regarding internal control over financial
reporting.  We were not required to have, nor have we engaged our
independent registered public accounting firm to perform, an audit on our
internal control over financial reporting pursuant to the rules of the
Securities and Exchange Commission that permit us to provide only managements’
report in this annual report.





A
material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting such that there is a reasonable possibility
that a material misstatement of the Company's annual or interim consolidated
financial statements will not be prevented or detected on a timely basis. In its
assessment of the effectiveness of internal control over financial reporting as
of December 31, 2008, management identified the following material
weaknesses:





·
            Timely
      closing of books and filing of
reports





·
            Failure
      to file timely tax returns.  Although we have filed extensions
      and made payments, where applicable, no income tax returns have been filed
      since 2005.


16
 Index


Management
commenced a number of efforts to remediate the weaknesses noted above including
the hiring of a financial consultant and the appointment of a new
CFO.





Changes
in Internal Control over Financial Reporting





There
have not been any changes in the Company's internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the fiscal quarter ended March 31, 2009 that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.


17
 Index


PART
II.  OTHER INFORMATION





ITEM1.
            LEGAL
      PROCEEDINGS





Withholding
Tax Dispute





On March
30, 2004, the Company entered into an Employment Agreement with Mr. Shant S.
Hovnanian, effective as of April 25, 2002 (the “Employment Agreement”),
providing for Mr. Hovnanian’s employment as President and Chief Executive
Officer of the Company.  The Employment Agreement provided that Mr.
Hovnanian was to be paid an annual salary.  The Employment Agreement
separately provided for Mr. Hovnanian to receive a contingent payment equal to
20% of the net proceeds (after legal and other expenses) realized by the Company
from a Technology Rights Agreement dispute against Western International
Communications and certain related claims.  The Company reached a $15
million settlement of this claim in February 2004, resulting in a contingent
payment of approximately $2.8 million, which was paid to an entity that Mr.
Hovnanian controlled.





On
January 22, 2009, the Internal Revenue Service (the “IRS”) issued a “30-day
letter” to the Company asserting that withholding income tax was due to the IRS
in connection with this payment, plus interest and penalties, which totaled
approximately $1.3 million (“Claim”).  Thereafter, on February 23,
2009, the IRS issued notice of its intention to levy in respect of these
claims.  The Company appealed the IRS proposed tax adjustment and
while the appeal process is underway, any related IRS levy has been
stayed.  The Company took the step to set aside sufficient cash to
satisfy the Claim and other potential obligations that may arise with respect to
this issue. The Company has established a reserve of $1.3 million in accrued
expenses and recorded a charge to selling, general and administrative expenses
for this claim at December 31, 2008.





Recently,
the Company met with officials of the IRS and proposed a settlement that would
relieve the Company of responsibility for payment of the Federal income tax
withholding with respect to the $2.8 million payment in exchange for the payment
by the Company of Social Security and Medicare taxes (including associated
interest) on such amount.  While the Company reasonably believes that
a settlement will be achieved and expects a decision before the end of October
of 2009, there can be no assurance that a settlement will be reached or that the
ultimate payment will be below the amount levied.





ITEM1A.
            RISK
      FACTORS





No
material changes.





ITEM2.
            UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS





Stock
repurchase program:





Period
            
            (a)
      Total Number of Shares (or Units) Purchased
            
            
            (b)
      Average Price Paid per Share (or Unit)
            
            
            (c)
      Total number of Shares (or Units) Purchased as Part of Publicly Announced
      Plans or Programs
            
            
            (d)
      Maximum number (or Approximate Dollar Value) of Shares (or Units) that May
      Yet Be Purchased Under the Plans or Programs (1)January
      1, 2008 -March 31, 2008
            
            
            0
            
            
            $
            -
            
            
            
            0
            
            
            $
            414,922February
      1, 2008 -February 29, 2008
            
            
            0
            
            
            $
            -
            
            
            
            0
            
            
            $
            414,922March
      1, 2008 -March 31, 2008
            
            
            3,567
            
            
            $
            1.35
            
            
            
            3,567
            
            
            $
            410,094Total
            
            
            3,567
            
            
            $
            1.35
            
            
            
            3,567
            
            
            $
            410,094





(1) On
November 21, 2000, the Company announced that its Board of Directors had
approved a stock repurchase program for the repurchase of up to $1,000,000 of
Company stock through open market as well as privately negotiated transactions.
Thereafter, the Board of Directors approved increases to the program in the
aggregate amount of $5,500,000.





ITEM3.
            DEFAULTS
      UPON SENIOR SECURITIES





None.


18
 Index


ITEM4.
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS





None.





ITEM5.
            OTHER
      INFORMATION





Nasdaq
Compliance


The
Company expects that it will file its Form 10-K for the year ended December 31,
2008, and its 10-Q for the periods ending March 31, 2009 and June 30, 2009, on
or before October 13, 2009, at which time the Company will be in compliance with
Marketplace Rule 5250(c).





one.





ITEM6.
            EXHIBITS





Exhibit number 31.1
            Certification
      of Chief Executive Officer Pursuant to Rule 13a-14 of the Securities
      Exchange Act of 1934, as Adopted Pursuant to Section 302 of The
      Sarbanes-Oxley Act of 2002.





Exhibit number 31.2
            Certification
      of Chief Financial Officer Pursuant to Rule 13a-14 of the Securities
      Exchange Act of 1934, as Adopted Pursuant to Section 302 of The
      Sarbanes-Oxley Act of 2002.





Exhibit number 32.1
            Certification
      of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 906 of The Sarbanes-Oxley Act of
  2002.





Exhibit number 32.2
            Certification
      of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 906 of The Sarbanes-Oxley Act of
  2002.


19
 Index


SIGNATURES





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





SPEEDUS
      CORP.Date:
      October 12, 2009
            By:
            /s/ Shant S. HovnanianShant
      S. HovnanianChairman
      of the Board, President and Chief Executive OfficerDate:
      October 12, 2009
            By:
            /s/ John A. KallassyJohn
      A. KallassyTreasurer
      and Chief Financial and Accounting
Officer






20