================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -------------

                                    FORM 10-K

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                     FOR THE FISCAL YEAR ENDED JUNE 30, 2009

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

                          COMMISSION FILE NO. 000-21477

                                   ASPI, INC.
                             (formerly Aspeon, Inc.)
               (EXACT NAME OF REGISTRANT SPECIFIED IN ITS CHARTER)

                   DELAWARE                                 27-0514566
         (STATE OR OTHER JURISDICTION                    (I.R.S. EMPLOYER
       OF INCORPORATION OR ORGANIZATION)              IDENTIFICATION NUMBER)

                       2460 WEST 26th AVENUE, SUITE 380-C
                             DENVER, COLORADO 80211
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                                 (303) 380 9784
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

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

Securities to be registered  pursuant to Section 12(g) of the Act: COMMON STOCK,
$0.01 PAR VALUE

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

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

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 |X| No |_|

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

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 "accelerated  filer and large accelerated  filer" in Rule 12b-2 of
the Exchange Act. (check one):

Large  accelerated  filer |_| Accelerated  filer |_|  Non-accelerated  filer |_|
Smaller reporting company |X|

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

<PAGE>

The aggregate market value of the voting common stock held by  non-affiliates of
the  Registrant  on October 9, 2009 was  approximately  $111,998  based upon the
reported  closing  sale price of such  shares on the Over the  Counter  Bulletin
Board for that  date.  As of  October  9,  2008,  there  were  3,879,655  shares
outstanding of which 746,655 shares were held by non-affiliates.


<PAGE>

                       ASPI, INC. AND PREDECESSOR COMPANY

                         2009 ANNUAL REPORT ON FORM 10-K

                                TABLE OF CONTENTS

   ITEM                            DESCRIPTION                              PAGE

Part I

Item 1.   Business..........................................................  3

Item 1A.  Risk Factors......................................................  8

Item 1B.  Unresolved Staff Comments......................................... 12

Item 2.   Description of Properties......................................... 12

Item 3.   Legal Proceedings................................................. 12

Item 4.   Submission of Matters to a Vote of Security Holders............... 12

Part II

Item 5.   Market for Registrant's Common Equity, Related Stockholder
          Matters, and Issuer Purchases of Equity Securities................ 14

Item 6.   Selected Financial Data........................................... 15

Item 7.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations......................................... 15

Item 7A.  Quantative and Qualiative Disclosures About Market Risk........... 21

Item 8.   Financial Statements and Supplementary Data....................... 21

Item 9.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure.......................................... 22

Item 9A.  Controls and Procedures........................................... 22

Item 9B.  Other Information................................................. 23

Part III

Item 10.  Directors, Executive Officers and Corporate Governance............ 23

Item11.   Executive Compensation............................................ 25

Item 12.  Security Ownership of Certain Beneficial Owners and Management
          Management and Related Stockholder Matters........................ 27

Item 13.  Certain Relationships and Related Transactions and Director
          Independence...................................................... 27

Item 14.  Principal Accountant Fees and Services ........................... 28

Item 15.  Exhibits and Financial Statement Schedules........................ 28

<PAGE>

                           FORWARD-LOOKING STATEMENTS

In addition to historical information, some of the information presented in this
Annual  Report on Form 10-K  contains  "forward-looking  statements"  within the
meaning of the  Private  Securities  Litigation  Reform Act of 1995  (the"Reform
Act").  Although ASPI, Inc. ("ASPI" or the "Company," which may also be referred
to as  "we,"  "us" or  "our")  believes  that  its  expectations  are  based  on
reasonable  assumptions  within the bounds of its  knowledge of its business and
operations:  there can be no  assurance  that  actual  results  will not  differ
materially from our expectations. Such forward-looking statements are subject to
risks and  uncertainties  that could cause actual  results to differ  materially
from those  anticipated,  including  but not  limited  to, our  ability to reach
satisfactorily negotiated settlements with our outstanding creditors, raise debt
and, or, equity to fund  negotiated  settlements  with our creditors and to meet
our ongoing  operating  expenses and merge with another entity with  experienced
management and opportunities for growth in return for shares of our common stock
to create value for our shareholders. Cautionary statements regarding the risks,
uncertainties and other factors associated with these forward-looking statements
are discussed under "Risk Factors" in this Form 10-K. You are urged to carefully
consider these factors, as well as other information contained in this Form 10-K
and in our other periodic reports and documents filed with the SEC.

                                     PART I

ITEM 1. BUSINESS

INTRODUCTION

Reorganization into a Holding Company Structure

ASPI,  Inc.  ("ASPI")  and A08  Holdings,  Inc.  ("A08")  were  incorporated  on
September 29, 2008,  in the state of Delaware,  as Delaware  corporations  to be
subsidiary  companies of Aspeon, Inc. ("Aspeon") for the purpose of performing a
holding company reorganization with Aspeon.

On May 21, 2009,  pursuant to the Delaware  Holding Company  formation  statute,
Delaware General Corporation Law ("DGCL") Section 251(g), Aspeon entered into an
Agreement  and Plan of Merger and  Reorganization  into a Holding  Company ("the
Reorganization")  with two of its wholly owned  subsidiary  companies,  ASPI and
A08. The  Reorganization  provided for the merger of Aspeon with, and into, A08,
with A08 being the surviving  corporation in the merger. At the same time as the
merger took place, the shareholders of Aspeon were converted, under the terms of
the  Reorganization,  to  shareholders  of ASPI on a one  for  one  basis.  As a
consequence of the  Reorganization,  ASPI became the parent holding company with
its wholly owned subsidiary  company,  A08, the surviving  company of the merger
with Aspeon.

Prior to the Reorganization

Aspeon was a  publicly  quoted  shell  company  with no cash on hand,  $1,000 of
assets,  outstanding  liabilities of $2,520,800 and a  stockholders'  deficit of
$2,519,808 with no operating business or other source of income,.

As a result of the Reorganization, shareholders in publicly quoted Aspeon became
shareholders  in the  publicly  quoted  ASPI.  Aspeon,  ceased  to  exist  as an
independent  legal entity following its merger with A08. A08 became a subsidiary
company of ASPI with A08  owning  the  subsidiary  companies  formerly  owned by
Aspeon.

The  Reorganization  has been  accounted for so as to reflect the fact that both
Aspeon and ASPI were  under  common  control at the date of the  Reorganization,
similar to a reverse acquisition of Aspeon and its subsidiary companies by ASPI.

On June 26, 2009,  Mr. David J. Cutler,  an officer and director of the Company,
and an entity  controlled by Mr. Cutler,  sold  3,108,000  shares of ASPI common
stock  held by him and the  entity,  which  constituted  81% of the  outstanding
shares of ASPI,  to Top Growth  Holdings  Group,  Inc., a British  Virgin Island
corporation beneficially owned by Ms. Jeanne Look.

                                       3
<PAGE>

On June 30, 2009,  ASPI sold 100% of the issued share capital of its subsidiary,
A08 and all of A08's subsidiary companies, to an unrelated third party for $100.
ASPI recognized a gain of $2,519,907 on this sale of its subsidiary companies.

Following  this  sale,  ASPI has $100 of  assets,  no  outstanding  liabilities,
stockholders'  equity  of $100 and no  operating  business  or other  source  of
income. ASPI's common stock is publicly traded on the Over-the- Counter Bulletin
Board under the symbol "ASZP."

HISTORICAL BUSINESS OPERATIONS

Aspeon,  Inc.  ("the  Predecessor  Company")  was  incorporated  in the State of
Delaware  in  September  1995  under the name  Sunwood  Research,  Inc.  Sunwood
Research,  Inc. changed its name to Javelin Systems, Inc. in October 1996 and to
Aspeon, Inc. in December 1999.

Effective  June 30,  2003,  Aspeon  made the  decision  to  discontinue  all its
remaining operating businesses.

In April 2005,  following  the  appointment  of Mr.  David Cutler as director of
Aspeon,  Aspeon became focused on reaching satisfactory  negotiated  settlements
with its outstanding creditors, maintaining its financial records and Securities
and Exchange  Commission (`SEC') filings on a current basis,  raising debt, and,
or,  equity to fund  negotiated  settlements  with its creditors and to meet its
ongoing  operating  expenses and  attempting  to merge with another  entity with
experienced  management and opportunities for growth in return for shares of its
common stock to create value for its shareholders.

In January 2008,  Pennaluna & Co, a broker  dealer,  submitted a Form 15c-211 on
Aspeon's behalf seeking to have its shares of common stock re-listed on the Over
the Counter Bulletin Board. On January 21, 2008,  Aspeon's shares were re-listed
on the Over the Counter Bulletin Board and the Pink Sheets.

On April 2, 2008,  Aspeon held an annual  meeting of  stockholders  at which the
majority of stockholders voted to re-elect Messrs.  Cutler, Whiting and Green as
directors,  authorize a reverse split of Aspeon's  common stock on a fifteen for
one basis, appoint Larry O'Donnell, CPA, P.C. as our independent auditor, change
its name to a name to be  determined  by the Board of  Directors,  increase  the
authorized  number of its Common Shares from twenty million  (20,000,000) to one
hundred  million  (100,000,000)  and  increase  the  authorized  number  of  its
Preferred   Shares  from  one  million   (1,000,000)   to  twenty  five  million
(25,000,000).

In September 2008, Aspeon formed two new, subsidiary  companies,  ASPI, Inc. and
A08, Inc., both of which were incorporated in the State of Delaware.

Effective  December 13, 2008, the increase in the authorized  number of Aspeon's
Common  Shares  from  twenty  million   (20,000,000)   to  one  hundred  million
(100,000,000)  and the increase in the authorized number of its Preferred Shares
from  one  million  (1,000,000)  to  twenty  five  million  (25,000,000)  became
effective.

Effective December 31, 2008,  outstanding  liabilities of $3,399,505 in Aspeon's
Restaurant Consulting Services,  Inc. subsidiary became statute barred under the
statute of limitations of the State of Massachusetts and,  consequently,  Aspeon
recognized a gain on statute barred liabilities of $3,399,505 during the period.

Effective  January 6, 2009,  Mr.  Wesley F.  Whiting  resigned  as a director of
Aspeon for personal reasons.

Effective  January 13,  2009,  the reverse  split of Aspeon's  common stock on a
fifteen for one basis  became  effective.  Before the reverse  split  Aspeon had
19,710,575 shares of common stock issued and outstanding.  After the fifteen for
one reverse split the number of Aspeon's issued and outstanding common stock was
reduced to 1,314,038  shares.  An  additional  638 shares of Aspeon common stock
were issued to existing shareholders to "round up" their existing share holdings
to "full"  shares  following the reverse  split.  All numbers of ASPI and Aspeon
shares  reported in this Form 10K as outstanding  prior to the effective date of
the reverse split have been restated to reflect the impact of the reverse split.

Effective  January 19, 2009,  Aspeon issued 63,655  (sixty three  thousand,  six
hundred and fifty five) shares of its common stock,  valued at $10,504,  in full

                                       4
<PAGE>

and final settlement of a claim against it for an alleged liability in excess of
$433,740. Aspeon, without admission of any liability, believes that even if such
liability had been valid, it would now be statute barred.  However,  in order to
achieve an amicable  settlement  without  the need to incur  legal fees,  Aspeon
believed  it is the best  interest  of its  shareholders  to settle the  alleged
claim,  without admission of any liability,  by the issuance of 63,655 shares of
its common stock.

Effective January 26, 2009, Aspeon authorized the issuance of a total of:

         i) 75,000 shares of  restricted  common  stock,  valued at $12,375,  to
         three  consultants  (25,000 shares each) as  compensation  for services
         they had  provided to Aspeon.  One of the  consultants  was an existing
         shareholder of Aspeon;

         ii) 50,000  shares of restricted  common  stock,  valued at $8,250 to a
         current, and a former,  non-executive director of Aspeon (25,000 shares
         each) as compensation for services they had provided to Aspeon, and

         iii) 2,376,324 shares of restricted  common stock,  valued at $392,974,
         to David Cutler,  Aspeon's President and a director,  and a corporation
         controlled by Mr. Cutler, in full settlement of Aspeon's debts to them.
         As a result of the transaction,  Aspeon recognized a gain of $61,993 on
         the settlement of this liability.

On May 15, 2009, Ms. Kristi J. Kampmann was appointed as a Director of Aspeon.

Effective May 21, 2009, under an Agreement and Plan of Merger and Reorganization
into a Holding Company ("the  Reorganization") filed with the Secretary of State
of Delaware:

     -    ASPI acquired  100% of the issued share capital of Aspeon,  in a share
          for share  exchange  of ASPI.  shares for Aspeon  shares  with  Aspeon
          existing shareholders., and

     -    Aspeon merged with one of its former subsidiary company, A08.

As a result of the Reorganization, shareholders in publicly quoted Aspeon became
shareholders  in  the  publicly  quoted  ASPI.  Aspeon  ceased  to  exist  as an
independent  legal entity following its merger with A08. A08 became a subsidiary
company of ASPI,  with A08 owning the  subsidiary  companies  formerly  owned by
Aspeon.

The  Reorganization  has been  accounted for so as to reflect the fact that both
Aspeon and ASPI were  under  common  control at the date of the  Reorganization,
similar to a reverse acquisition of Aspeon and its subsidiary companies by ASPI.

On June 26, 2009,  Mr. David J. Cutler,  an officer and director of the Company,
and an entity  controlled by Mr. Cutler,  sold  3,108,000  shares of ASPI common
stock  held by him and the  entity,  which  constituted  81% of the  outstanding
shares of ASPI,  to Top Growth  Holdings  Group,  Inc., a British  Virgin Island
corporation beneficially owned by Ms. Jeanne Look.

On June 30, 2009,  ASPI sold 100% of the issued share capital of its subsidiary,
A08 and all of A08's subsidiary companies, to an unrelated third party for $100.
ASPI recognized a gain of $2,519,907 on this sale of its subsidiary companies.

Following  this  sale,  ASPI has $100 of  assets,  no  outstanding  liabilities,
stockholders'  equity  of $100 and no  operating  business  or other  source  of
income. ASPI's common stock is publicly traded on the Over-the- Counter Bulletin
Board under the symbol "ASZP."

PLANNED OPERATIONS

Our plan of operation is to reach satisfactory  negotiated  settlements with our
outstanding  creditors,  obtain  debt or  equity  finance  to meet  our  ongoing
operating  expenses  and attempt to merge with another  entity with  experienced
management and opportunities for growth in return for shares of our common stock
to create value for our  shareholders.  There is can be no  assurance  that this
series of events can be successfully  completed,  that any such business will be


                                       5
<PAGE>

identified or that any stockholder will realize any return on their shares after
such a transaction has been completed. Any merger or acquisition completed by us
can be expected  to have a  significant  dilutive  effect on the  percentage  of
shares held by our current stockholders.

General Business Plan
--------------------------------

We intend to seek, investigate and, if such investigation  warrants,  acquire an
interest in  business  opportunities  presented  to us by persons or firms which
desire to seek the  advantages of an issuer who has complied with the Securities
Act of 1934 (the "1934  Act").  We will not  restrict our search to any specific
business,  industry or geographical location, and we may participate in business
ventures of virtually any nature.  This  discussion of our proposed  business is
purposefully  general  and is  not  meant  to be  restrictive  of our  virtually
unlimited   discretion  to  search  for  and  enter  into   potential   business
opportunities.  We  anticipate  that we may be able to  participate  in only one
potential business venture because of our lack of financial resources.

We may seek a business  opportunity with entities which have recently  commenced
operations,  or that desire to utilize the public  marketplace in order to raise
additional capital in order to expand into new products or markets, to develop a
new product or service, or for other corporate  purposes.  We may acquire assets
and  establish  wholly  owned  subsidiaries  in  various  businesses  or acquire
existing businesses as subsidiaries.

We expect  that the  selection  of a business  opportunity  will be complex  and
risky. Due to general economic  conditions,  rapid technological  advances being
made in some  industries  and  shortages of available  capital,  we believe that
there are numerous firms seeking the benefits of an issuer who has complied with
the 1934 Act. Such benefits may include  facilitating  or improving the terms on
which  additional  equity  financing  may be  sought,  providing  liquidity  for
incentive  stock  options  or  similar  benefits  to  key  employees,  providing
liquidity (subject to restrictions of applicable  statutes) for all stockholders
and other factors.  Potentially,  available business  opportunities may occur in
many different  industries and at various  stages of  development,  all of which
will make the task of  comparative  investigation  and analysis of such business
opportunities  extremely  difficult and complex.  We have,  and will continue to
have,  essentially  no assets to provide the owners of  business  opportunities.
However,  we  will be  able  to  offer  owners  of  acquisition  candidates  the
opportunity  to acquire a  controlling  ownership  interest in an issuer who has
complied  with the 1934 Act  without  incurring  the cost and time  required  to
conduct an initial public offering.

The analysis of new business  opportunities  will be undertaken by, or under the
supervision of, our board of directors.  We intend to concentrate on identifying
preliminary  prospective  business  opportunities  which may be  brought  to our
attention through present associations of our director, professional advisors or
by our stockholders.  In analyzing prospective business  opportunities,  we will
consider  such matters as (i)  available  technical,  financial  and  managerial
resources; (ii) working capital and other financial requirements;  (iii) history
of operations,  if any, and prospects for the future; (iv) nature of present and
expected competition;  (v) quality, experience and depth of management services;
(vi) potential for further research,  development or exploration; (vii) specific
risk  factors  not now  foreseeable  but that may be  anticipated  to impact the
proposed  activities of the company;  (viii)  potential for growth or expansion;
(ix) potential for profit;  (x) public  recognition  and acceptance of products,
services or trades;  (xi) name  identification;  and (xii) other factors that we
consider relevant. As part of our investigation of the business opportunity,  we
expect to meet  personally  with  management  and key  personnel.  To the extent
possible,  we intend to utilize  written reports and personal  investigation  to
evaluate the above factors.

We will not  acquire  or merge  with any  company  for which  audited  financial
statements  cannot be obtained within a reasonable  period of time after closing
of the proposed transaction.

Acquisition Opportunities
------------------------------------

In implementing a structure for a particular business acquisition, we may become
a party to a merger, consolidation,  reorganization, joint venture, or licensing
agreement with another company or entity. We may also acquire stock or assets of
an existing  business.  Upon consummation of a transaction,  it is probable that

                                       6
<PAGE>

our present  management and stockholders  will no longer be in control of us. In
addition,  our  sole  director  may,  as part of the  terms  of the  acquisition
transaction,  resign  and be  replaced  by new  directors  without a vote of our
stockholders,  or sell his  stock  in us.  Any such  sale  will  only be made in
compliance  with the  securities  laws of the United  States and any  applicable
state.

It is anticipated that any securities issued in any such reorganization would be
issued in reliance upon exemption from registration  under  application  federal
and state securities laws. In some circumstances, as a negotiated element of the
transaction,  we  may  agree  to  register  all  or a part  of  such  securities
immediately   after  the  transaction  is  consummated  or  at  specified  times
thereafter.  If such registration occurs, it will be undertaken by the surviving
entity after it has  successfully  consummated a merger or acquisition and is no
longer  considered an inactive company.  The issuance of substantial  additional
securities and their potential sale into any trading market which may develop in
our  securities  may have a depressive  effect on the value of our securities in
the future. There is no assurance that such a trading market will develop.

 While the actual terms of a  transaction  cannot be  predicted,  it is expected
that the parties to any business transaction will find it desirable to avoid the
creation of a taxable event and thereby structure the business  transaction in a
so-called  "tax-free"  reorganization  under  Sections  368(a)(1)  or 351 of the
Internal Revenue Code (the "Code").  In order to obtain tax-free treatment under
the Code, it may be necessary for the owner of the acquired  business to own 80%
or more of the  voting  stock  of the  surviving  entity.  In  such  event,  our
stockholders  would retain less than 20% of the issued and outstanding shares of
the surviving entity. This would result in significant dilution in the equity of
stockholders.

As part of our  investigation,  we expect to meet personally with management and
key  personnel,  visit  and  inspect  material  facilities,  obtain  independent
analysis of verification of certain  information  provided,  check references of
management and key personnel,  and take other reasonable investigative measures,
to the extent of our limited financial resources and management  expertise.  The
manner in which we participate  in an  opportunity  will depend on the nature of
the  opportunity,  the  respective  needs and desires of both  parties,  and the
management of the opportunity.
With  respect to any merger or  acquisition,  and  depending  upon,  among other
things,  the target company's assets and liabilities,  our stockholders  will in
all likelihood hold a substantially  lesser percentage  ownership interest in us
following any merger or acquisition.  The percentage ownership may be subject to
significant  reduction in the event we acquire a target  company with assets and
expectations  of growth.  Any merger or  acquisition  can be  expected to have a
significant   dilutive   effect  on  the   percentage  of  shares  held  by  our
stockholders.

We will  participate in a business  opportunity  only after the  negotiation and
execution of appropriate written business agreements. Although the terms of such
agreements  cannot be predicted,  generally we anticipate  that such  agreements
will (i) require specific  representations and warranties by all of the parties;
(ii) specify  certain  events of default;  (iii) detail the terms of closing and
the conditions which must be satisfied by each of the parties prior to and after
such  closing;  (iv)  outline  the  manner of  bearing  costs,  including  costs
associated with the Company's attorneys and accountants;  (v) set forth remedies
on defaults; and (vi) include miscellaneous other terms.

As stated  above,  we will not  acquire or merge with any  entity  which  cannot
provide independent  audited financial  statements within a reasonable period of
time after  closing of the  proposed  transaction.  We are subject to all of the
reporting  requirements included in the 1934 Act. Included in these requirements
as part of a Current Report on Form 8-K,  required to be filed with the SEC upon
consummation of a merger or acquisition, as well as audited financial statements
included in an Annual Report on Form 10-K. If such audited financial  statements
are not available at closing, or within time parameters  necessary to insure our
compliance  within the requirements of the 1934 Act, or if the audited financial
statements provided do not conform to the representations  made by that business
to be acquired,  the definitive closing documents will provide that the proposed
transaction will be voidable,  at the discretion of our present  management.  If
such transaction is voided, the definitive closing documents will also contain a
provision providing for reimbursement for our costs associated with the proposed
transaction.

Competition
-----------------

We believe we are an insignificant  participant  among the firms which engage in
the acquisition of business  opportunities.  There are many established  venture
capital and financial  concerns that have  significantly  greater  financial and
personnel resources and technical expertise than we have. In view of our limited
financial resources and limited management availability,  we will continue to be
at a significant competitive disadvantage compared to our competitors.

                                       7
<PAGE>

Investment Company Act 1940
-----------------------------------------

Although we will be subject to regulation  under the  Securities Act of 1933, as
amended, and the 1934 Act, we believe we will not be subject to regulation under
the  Investment  Company Act of 1940 (the "1940 Act")  insofar as we will not be
engaged in the business of investing or trading in  securities.  In the event we
engage in business  combinations  that result in us holding  passive  investment
interests in a number of entities,  we could be subject to regulation  under the
1940 Act.  In such event,  we would be  required  to  register as an  investment
company  and  incur  significant  registration  and  compliance  costs.  We have
obtained no formal  determination  from the SEC as to our status  under the 1940
Act  and,  consequently,  any  violation  of the 1940 Act  would  subject  us to
material adverse consequences.  We believe that, currently,  we are exempt under
Regulation 3a-2 of the 1940 Act.

INTELLECTUAL PROPERTY

We do not hold any patents or patent applications.

EMPLOYEES

As of June 30, 2009 and 2008,  we did not have any  operational  activities  and
those  activities  necessary  to the  continual  existence  of the Company  were
performed by our directors and officers, as required.

FACTORS AFFECTING FUTURE PERFORMANCE

The factors affecting our future performance changed dramatically as a result of
our decision to  discontinue  the last of our operating  businesses in June 2003
and the transfer of our  remaining  assets to the trustee for the benefit of the
creditors  of Aspeon  and CCI on  January  1,  2004.  Rather  than an  operating
business,  our  business is to obtain debt and, or,  equity  finance to meet our
ongoing  operating  expenses  and  attempt to merge  with  another  entity  with
experienced  management and opportunities for growth in return for shares of our
common  stock  to  create  value  for our  shareholders.  Although  there  is no
assurance that this series of events will be successfully  completed, we believe
we can  successfully  complete an  acquisition or merger which will enable us to
continue  as a going  concern.  Any  acquisition  or merger  will most likely be
dilutive to our existing stockholders.

The factors  affecting our future  performance  are listed and  explained  below
under the section "Risk Factors."

ITEM 1A. RISK FACTORS

You should be aware that there are various risks  associated  with our business,
and us, including the ones discussed below. You should carefully  consider these
risk factors,  as well as the other information  contained in this Form 10-K, in
evaluating us and our business.

The factors affecting our future performance changed dramatically as a result of
the  discontinuance of the last of our operating  businesses  effective June 30,
2003 and the  transfer of all of our assets to a trustee of the  assignment  for
the benefit of Aspeon and CCI creditors  effective  January 1, 2004. Rather than
an operating business,  our business is to raise debt and/or, equity to meet our
ongoing   operating  costs  and  attempt  to  merge  with  another  entity  with
experienced  management and opportunities for growth in return for shares of our
common stock to create value for our  shareholders.  There is no assurance  that
this  series of events  will be  successfully  completed.  Although  there is no
assurance,  we believe we can  successfully  complete an  acquisition or merger,
which will enable us to continue as a going concern.  Any  acquisition or merger
will most likely be dilutive to our existing stockholders.

WE HAVE INCURRED SIGNIFICANT LOSSES AND ANTICIPATE FUTURE LOSSES

At June 30, 2009, we had an  accumulated  deficit in excess $85 million.  Future
losses are likely to occur as we have no sources of income to meet our operating
expenses. As a result of these, among other factors, we received a report on our
consolidated  financial  statements  for the years  ended June 30, 2009 and 2008
from our independent  accountants that include an explanatory  paragraph stating

                                       8
<PAGE>

that  there is  substantial  doubt  about our  ability  to  continue  as a going
concern.  Consistent with our business plan, we plan on raising  additional debt
and/or,  equity to meet our ongoing  operating  expenses and attempting to merge
with another entity with experienced  management and opportunities for growth in
return  for  shares of our common  stock to create  value for our  shareholders.
There can be no  assurance  that this  series  of  events  will be  successfully
completed.  No  assurances  can be given that we will be successful in acquiring
operations,   generating   revenues  or  reaching  or   maintaining   profitable
operations.

OUR EXISTING FINANCIAL  RESOURCES ARE INSUFFICIENT TO MEET OUR ONGOING OPERATING
EXPENSES

We have no sources of income at this time and no existing cash balances that are
adequate to meet our ongoing  operating  expenses.  In the short term, unless we
are able to raise additional debt and/or,  equity we shall be unable to meet our
ongoing operating expenses. On a longer term basis, we plan to acquire an entity
with  experienced  management and the  opportunities  for growth in exchange for
shares of our common stock and are  dependent  on achieving a successful  merger
with a profitable company. No assurances can be given that we will be successful
in  acquiring  operations,   generating  revenues  or  reaching  or  maintaining
profitable operations.

WE BELIEVE THAT A  SUBSTANTIAL  BALANCE OF OUR  LIABILITIES  HAS BECOME  STATUTE
BARRED

During the year ended June 30,  2009,  outstanding  liabilities,  which had been
incurred  more than six years ago,  were statute  barred under the state laws of
Massachusetts  and we recognized a gain on these statute  barred  liabilities of
$3,399,505.

During the year ended June 30,  2008,  outstanding  liabilities,  which had been
incurred more than four years ago,  were statute  barred under the state laws of
California  and we  recognized a gain on these  statute  barred  liabilities  of
$2,102,917

Certain of our former  creditors may disagree that our liabilities  owed to them
are no longer  outstanding  because they have become  statute  barred.  If these
former creditors were to successfully challenge the fact that our liabilities to
them are no longer  outstanding  because they have become statute barred,  we do
not have the  funds  available  to settle  these  liabilities.  If these  former
liabilities  were held to be valid and  outstanding it is unlikely that we would
be  able  to  merge  with  another  entity  with   experienced   management  and
opportunities  for growth in return  for  shares of our  common  stock to create
value for our shareholders.

WE BELIEVE THAT WE ELIMINATED A SUBSTANTIAL  BALANCE OF OUR  LIABILITIES  BY OUR
AGREEMENT AND PLAN OF MERGER AND  REORGANIZATION  INTO A HOLDING COMPANY AND THE
SUBSEQUENT SALE OF OUR SUBSIDIARY COMPANIES

During the year ended June 30, 2009,  we recognized a gain on sale of subsidiary
companies of $2,519,907  compared to no gain on sale of subsidiary  companies in
year ended June 30, 2008, an increase of $2,519,907.

Certain of creditors of our former  subsidiary  companies  may believe that that
are entitled to make claims  against ASPI,  Inc. If these  subsidiary  creditors
were to  successfully  in making claims against ASPI,  Inc, ASPI,  Inc. does not
have  the  funds  available  to  settle  these  liabilities.   If  these  former
liabilities were held to be valid and outstanding it is unlikely that ASPI, Inc.
would be able to merge with  another  entity  with  experienced  management  and
opportunities  for growth in return  for  shares of its  common  stock to create
value for its shareholders.

WE INTEND TO PURSUE THE ACQUISITION OF AN OPERATING BUSINESS

Our sole strategy is to acquire an operating business. Successful implementation
of this  strategy  depends  on our  ability to  identify a suitable  acquisition
candidate,   acquire  such  company  on  acceptable   terms  and  integrate  its
operations.  In  pursuing  acquisition  opportunities,  we  compete  with  other
companies  with similar  strategies.  Competition  for  acquisition  targets may

                                       9
<PAGE>

result in  increased  prices of  acquisition  targets and a  diminished  pool of
companies  available  for  acquisition.  Acquisitions  involve a number of other
risks,  including  risks of  acquiring  undisclosed  or  undesired  liabilities,
acquired  in-process  technology,   stock  compensation  expense,  diversion  of
management attention, potential disputes with the seller of one or more acquired
entities and possible  failure to retain key  acquired  personnel.  Any acquired
entity or assets may not perform  relative to our  expectations.  Our ability to
meet these challenges has not been established.

SCARCITY OF, AND COMPEETITION FOR, BUSINESS OPPORTUNITIES AND COMBINATIONS

We believe we are an insignificant  participant  among the firms which engage in
the acquisition of business  opportunities.  There are many established  venture
capital and financial  concerns that have  significantly  greater  financial and
personnel  resources  and  technical  expertise  than we have.  Nearly  all such
entities have significantly greater financial resources, technical expertise and
managerial  capabilities than us and, consequently,  we will be at a competitive
disadvantage in identifying  possible  business  opportunities  and successfully
completing  a business  combination.  Moreover,  we will also compete in seeking
merger or acquisition candidates with numerous other small public companies.  In
view of our limited financial resources and limited management availability,  we
will continue to be at a significant  competitive  disadvantage  compared to our
competitors.

WE HAVE NOT EXECUTED ANY FORMAL  AGREEMENT FOR A BUSINESS  COMBINATION  OR OTHER
TRANSACTION AND HAVE ESTABLISHED NO STANDARDS FOR BUSINESS COMBINATIONS

We have not executed any formal  arrangement,  agreement or  understanding  with
respect to engaging in a merger with,  joint  venture with or  acquisition  of a
private or public  entity.  There can be no assurance that we will be successful
in identifying and evaluating suitable business opportunities or in concluding a
business combination. We have not identified any particular industry or specific
business  within an industry  for  evaluation.  There is no assurance we will be
able to negotiate a business combination on terms favorable,  if at all. We have
not  established a specific  length of operating  history or specified  level of
earnings,  assets,  net worth or other  criteria  which we will require a target
business opportunity to have achieved, and without which we would not consider a
business combination. Accordingly, we may enter into a business combination with
a business opportunity having no significant operating history,  losses, limited
or no  potential  for  earnings,  limited  assets,  negative  net worth or other
negative characteristics.

REDUCTION OF PERCENTAGE  SHARE  OWNERSHIP  FOLLOWING  BUSINESS  COMBINATION  AND
DILUTION TO STOCKHOLDERS

Our  primary  plan of  operation  is based  upon a business  combination  with a
private concern which, in all likelihood,  would result in us issuing securities
to stockholders of such private company.  The issuance of previously  authorized
and unissued  shares of our common stock would result in reduction in percentage
of shares  owned by present  and  prospective  stockholders  and may result in a
change in control or management.  In addition,  any merger or acquisition can be
expected to have a significant  dilutive  effect on the percentage of the shares
held our stockholders.

BECAUSE  INSIDERS  CONTROL OUR ACTIVITIES,  THAT MAY CAUSE US TO ACT IN A MANNER
THAT IS MOST  BENEFICIAL  TO THEM AND NOT TO OUTSIDE  SHAREHOLDERS  WHICH  COULD
CAUSE US NOT TO TAKE ACTIONS THAT OUTSIDE INVESTORS MIGHT VIEW FAVORABLY

Top  Growth  Holdings  Group,   Inc.,  a  British  Virgin  Islands   corporation
beneficially owned by Ms. Jeanne Look, owns 81% of our issued share capital.  As
a result,  Top Growth Holdings Group, Inc. and Ms. Look effectively  control all
matters requiring director and stockholder  approval,  including the election of
directors,  the approval of significant corporate transactions,  such as mergers
and related party transaction.  These insiders also have the ability to delay or
perhaps even block,  by their  ownership  of our stock,  an  unsolicited  tender
offer.  This  concentration  of  ownership  could have the  effect of  delaying,
deterring  or  preventing a change in control of our company that you might view
favorably.

OUR DIRECTORS MAY HAVE CONFLICTS OF INTEREST WHICH MAY NOT BE RESOLVED FAVORABLY
TO US.

Certain  conflicts  of  interest  may exist  between our  directors  and us. Our
Directors  have other business  interests to which they devote their  attention,
and may be expected to  continue  to do so  although  management  time should be
devoted to our business.  As a result,  conflicts of interest may arise that can


                                       10
<PAGE>

be resolved  only  through  exercise  of such  judgment  as is  consistent  with
fiduciary  duties  to us.  See  "Directors,  Executive  Officers  and  Corporate
Governance" (page 23), and "Conflicts of Interest."

LOSS OF  CONTROL  BY OUR  STOCKHOLDERS  MAY OCCUR UPON  ISSUANCE  OF  ADDITIONAL
SHARES.

We may issue further shares as consideration  for the cash or assets or services
out of our  authorized  but  unissued  common stock that would,  upon  issuance,
represent  a majority  of our  voting  power and  equity.  The result of such an
issuance would be those new  stockholders  and management  would control us, and
persons  unknown could replace our  management at this time.  Such an occurrence
would result in a greatly  reduced  percentage of ownership of us by our current
stockholders.

WE MAY DEPEND UPON OUTSIDE  ADVISORS,  WHO MAY NOT BE  AVAILABLE  ON  REASONABLE
TERMS AND AS NEEDED.

To supplement the business  experience of our officers and directors,  we may be
required to employ accountants,  technical experts,  appraisers,  attorneys,  or
other  consultants  or advisors.  Our Board without any input from  stockholders
will make the selection of any such  advisors.  Furthermore,  it is  anticipated
that such  persons may be engaged on an "as needed"  basis  without a continuing
fiduciary  or other  obligation  to us. In the event we consider it necessary to
hire outside advisors, we may elect to hire persons who are affiliates,  if they
are able to provide the required services.

THE  REGULATION  OF PENNY  STOCKS  BY SEC AND  FINRA  MAY HAVE AN  EFFECT ON THE
TRADABILITY OF OUR SECURITIES.

Our securities are currently  listed on the Over the Counter  Bulletin Board and
the Pink Sheets. Our shares are subject to a Securities and Exchange  Commission
rule that imposes special sales practice  requirements upon  broker-dealers  who
sell such securities to persons other than  established  customers or accredited
investors. For purposes of the rule, the phrase "accredited investors" means, in
general terms,  institutions with assets in excess of $5,000,000, or individuals
having a net worth in  excess of  $1,000,000  or  having an annual  income  that
exceeds  $200,000  (or that,  when  combined  with a  spouse's  income,  exceeds
$300,000).  For transactions  covered by the rule, the broker-dealer must make a
special suitability  determination for the purchaser and receive the purchaser's
written agreement to the transaction prior to the sale.  Consequently,  the rule
may affect the ability of  broker-dealers  to sell our  securities  and also may
affect the ability of purchasers  in this  offering to sell their  securities in
any market that might develop therefore.

In addition,  the  Securities  and Exchange  Commission  has adopted a number of
rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3,  15g-4,  15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange
Act of 1934, as amended. Because our securities constitute "penny stocks" within
the meaning of the rules, the rules would apply to us and to our securities. The
rules may further  affect the ability of owners of Shares to sell our securities
in any market that might develop for them.

Shareholders  should  be  aware  that,  according  to  Securities  and  Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices  have been  manipulated  to a desired  consequent  investor  losses.  Our
management is aware of the abuses that have occurred  historically  in the penny
stock  market.  Although  we do not  expect to be in a position  to dictate  the
behavior  of the market or of  broker-dealers  who  participate  in the  market,
management  will strive within the confines of practical  limitations to prevent
the described patterns from being established with respect to our securities.

OUR STOCK  WILL IN ALL  LIKELIHOOD  BE THINLY  TRADED AND AS A RESULT YOU MAY BE
UNABLE  TO SELL AT OR NEAR ASK  PRICES OR AT ALL IF YOU NEED TO  LIQUIDATE  YOUR
SHARES.

The shares of our common stock may be  thinly-traded  on the OTC Bulletin Board,
meaning that the number of persons interested in purchasing our shares of common
stock  at or near ask  prices  at any  given  time  may be  relatively  small or
non-existent.  This situation is attributable to a number of factors,  including
the fact  that we are a small  company  which  is  relatively  unknown  to stock
analysts,  stock brokers,  institutional  investors and others in the investment
community that generate or influence  sales volume,  and that even if we came to

                                       11
<PAGE>

the  attention  of such  persons,  they  tend to be  risk-averse  and  would  be
reluctant to follow an unproven, early stage company such as ours or purchase or
recommend  the  purchase  of our  shares of common  stock  until such time as we
became more  seasoned  and  viable.  As a  consequence,  there may be periods of
several  days or more when  trading  activity  in our shares of common  stock is
minimal or non-existent,  as compared to a seasoned issuer which has a large and
steady volume of trading activity that will generally  support  continuous sales
without an adverse effect on Securities  price. We cannot give you any assurance
that a broader or more  active  public  trading  market for our shares of Common
Stock  will  develop  or be  sustained,  or  that  any  trading  levels  will be
sustained. Due to these conditions, we can give investors no assurance that they
will be able to sell  their  shares of common  stock at or near ask prices or at
all if you need money or  otherwise  desire to  liquidate  your shares of common
stock of our Company.

RULE 144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON OUR STOCK PRICE.

All of the  outstanding  shares of common  stock held by our  present  officers,
directors,  and affiliate  stockholders are "restricted  securities"  within the
meaning of Rule 144 under the Securities Act of 1933, as amended.  As restricted
Shares,  these Shares may be resold only  pursuant to an effective  registration
statement or under the requirements of Rule 144 or other  applicable  exemptions
from  registration  under  the  Act  and  as  required  under  applicable  state
securities  laws. We are registering all of our outstanding  Shares so officers,
directors and affiliates will be able to sell their Shares if this  Registration
Statement becomes effective.  Rule 144 provides in essence that a person who has
held restricted  securities for six months may, under certain  conditions,  sell
every three months, in brokerage transactions,  a number of Shares that does not
exceed  the  greater  of 1.0% of a  company's  outstanding  common  stock or the
average  weekly trading volume during the four calendar weeks prior to the sale.
There is no limit on the amount of restricted  securities  that may be sold by a
nonaffiliate after the owner has held the restricted  securities for a period of
six months. A sale under Rule 144 or under any other exemption from the Act, may
have a  depressive  effect upon the price of the common stock in any market that
may develop.

THE PRICE OF OUR COMMON STOCK COULD BE HIGHLY VOLATILE

Having  obtained a listing on the over the counter  bulletin  board it is likely
that our common stock will be subject to price volatility, low volumes of trades
and large spreads in bid and ask prices quoted by market makers.  Due to the low
volume of  shares  traded on any  trading  day,  persons  buying or  selling  in
relatively  small  quantities may easily  influence  prices of our common stock.
This low volume of trades  could also cause the price of our stock to  fluctuate
greatly,  with large  percentage  changes in price  occurring in any trading day
session.  Holders of our common stock may also not be able to readily  liquidate
their  investment or may be forced to sell at depressed prices due to low volume
trading.  If high  spreads  between  the bid and ask prices of our common  stock
exist  at  the  time  of  a  purchase,   the  stock  would  have  to  appreciate
substantially  on a relative  percentage  basis for an investor to recoup  their
investment.  Broad  market  fluctuations  and  general  economic  and  political
conditions  may also adversely  affect the market price of our common stock.  No
assurance can be given that an active market in our common stock will develop or
be sustained. If an active market does not develop,  holders of our common stock
may be unable to readily  sell the  shares  they hold or may not be able to sell
their shares at all.

WE DO NOT ANTICIPATE PAYING CASH DIVIDENDS ON OUR COMMON STOCK

We do not  anticipate  paying  any cash  dividends  on our  common  stock in the
foreseeable future.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 2. DESCRIPTION OF PROPERTIES

Our mailing  address is 2460 West 26th Avenue,  Suite 380-C,  Denver,  Colorado,
80211.

                                       12
<PAGE>

Until June 26, 2009,  we  maintained  three small  storage  units in Dana Point,
California for our corporate records. These storage units were on month to month
leases providing  Aspeon and subsequently A08 with a total of approximately  250
square  feet of  storage  space to  maintain  certain of our  corporate  records
returned to us by our attorneys. The rent on these units is $425 per month.

These  leases  ceased  to be our  liabilities  when we sold  all our  subsidiary
companies, including A08,to an unrelated third party on June 26, 2009.

ITEM 3. LEGAL PROCEEDINGS

To the best of our  knowledge  and  belief,  there is no  pending  legal  action
against the Company.

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

During the year ended June 30, 2009, we did not hold any  shareholders  meetings
or submit any matters to our shareholders for approval.

We held an Annual  Meeting of  Stockholders  on April 2, 2008 and the results of
the stockholder voting were as follows:

Resolution  1: To elect three (3) directors to hold office until the next annual
meeting of stockholders or until their  respective  successors have been elected
and qualified: Nominees David Cutler, Wesley Whiting and Redgie Green:

FOR                     11,606,228

WITHHOLD                6,422

Resolution  2: To authorize a reverse split of common stock on a fifteen for one
basis, by which each fifteen shares shall become one share:  and the appropriate
Articles of Amendment to implement the reverse spilt.  Fractional shares will be
rounded up to the next whole share:

FOR                     11,494,448

AGAINST                 103,652

ABSTAIN                 14,550

Resolution  3: To appoint  Larry  O'Donnell,  CPA,  P.C. of Aurora,  Colorado as
independent auditor for the fiscal year ended June 30, 2008:

FOR                     11,605,578

AGAINST                 1,422

ABSTAIN                 5,650

Resolution  4: To change the  Company's  name to a name to be  determined by the
Board of Directors;  and the appropriate  Articles of Amendment to implement the
name change:

FOR                     11,605,453

AGAINST                 3,447

ABSTAIN                 3,750

                                       13
<PAGE>

Resolution  5: To authorize  the officers and  directors of the Company to amend
the Company's  Articles of Incorporation to increase the number of Common Shares
authorized from twenty million (20,000,000) to one hundred million (100,000,000)

FOR                     11,498,639

AGAINST                 107,991

ABSTAIN                 6,020

Resolution  6: To authorize  the officers and  directors of the Company to amend
the  Company's  Articles of  Incorporation  to increase  the number of Preferred
Shares   authorized  from  one  million   (1,000,000)  to  twenty  five  million
(25,000,000)  in such  classes and series and with such rights,  privileges  and
preferences as the Board may hereafter determine:

FOR                     11,492,339

AGAINST                 83,391

ABSTAIN                 36,920

Resolution  7: To transact  such other  business as may properly come before the
Annual Meeting:

FOR                     11,600,378

AGAINST                 4,122

ABSTAIN                 8,150


                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Prior to January  2008,  shares of our common  stock  traded on the Grey  Sheets
under the trading symbol "ASPE."

In January 2008,  Pennaluna & Co, a broker  dealer,  submitted a Form 15c-211 on
our behalf seeking to have our shares of common stock  re-listed on the Over the
Counter  Bulletin  Board. On January 21, 2008, our shares were re-listed on both
the Over the Counter Bulletin Board and the Pink Sheets under the trading symbol
"ASPE."

Effective  January 13,  2009,  the reverse  split of Aspeon's  common stock on a
fifteen for one basis  became  effective  and our trading  symbol was changed to
"ASPO."

Following  the  Reorganization  effective  May 29, 2009 our  trading  symbol was
changed to "ASZP."

The  following  table sets forth the range of high and low sales  prices for the
Company's common stock for each of the fiscal quarters for the past two years as
reported on the Grey Sheets (pre January 2008) and the OTC Bulletin  Board (from
January  2008  onwards).  These prices  represent  inter-dealer  prices  without
adjustments for mark-up, mark-down, or commission and do not necessarily reflect
actual transactions.

                                                      High              Low

         Year Ended June 30, 2009:
                  First quarter                       $0.45             $0.105
                  Second quarter                       0.27              0.045
                  Third quarter                        0.30              0.03
                  Fourth quarter                       0.10              0.02

                                       14
<PAGE>

         Year Ended June 30, 2008:
                  First quarter                       $0.225            $0.0015
                  Second quarter                       0.225             0.0015
                  Third quarter                        0.60              0.0015
                  Fourth quarter                       0.30              0.075


Last  Reported  Price.  On October 9, 2009,  the last  reported bid price of the
common  stock  reported  on the Over the  Counter  Bulletin  Board was $0.15 per
share.

Holders.  As of  September  25,  2009,  there were 129  holders of record of the
common stock. We believe that we have  approximately  2,000 beneficial owners of
our common stock.  In many  instances,  a registered  stockholder is a broker or
other  entity  holding  shares  in  street  name for one or more  customers  who
beneficially  own the shares.  Our transfer  agent is Mountain  Share  Transfer,
Inc., 1625 Abilene Drive, Broomfield, Colorado, 80020. Mountain Share Transfer's
telephone number is 303-460-1149.

Dividends.  We have not paid or declared cash  distributions or dividends on our
common stock and do not intend to pay cash dividends in the foreseeable  future.
Future cash  dividends  will be determined by our board of directors  based upon
our earnings,  financial  condition,  capital  requirements  and other  relevant
factors.

Penny Stock Regulation  Broker-dealer  practices in connection with transactions
in "penny  stocks" are  regulated  by certain  penny stock rules  adopted by the
Securities and Exchange Commission. Penny stocks generally are equity securities
with a price of less than $5.00.  Excluded from the penny stock  designation are
securities  registered  on certain  national  securities  exchanges or quoted on
NASDAQ,  provided  that  current  price and volume  information  with respect to
transactions  in such securities is provided by the  exchange/system  or sold to
established customers or accredited investors.

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not  otherwise  exempt  from the  rules,  to deliver a  standardized  risk
disclosure  document that provides  information about penny stocks and the risks
in the penny stock market. The broker-dealer also must provide the customer with
current bid and offer  quotations for the penny stock,  the  compensation of the
broker-dealer  and its salesperson in connection with the  transaction,  and the
monthly account  statements showing the market value of each penny stock held in
the customer's  account.  In addition,  the penny stock rules generally  require
that prior to a  transaction  in a penny stock,  the  broker-dealer  must make a
special written  determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.

These  disclosure  requirements  may have the  effect of  reducing  the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock  rules.  As our  securities  have become  subject to the penny stock
rules, investors may find it more difficult to sell their securities.

Recent Sales of Unregistered Securities

We made the following  unregistered  sales of its  securities  from July 1, 2009
through June 30, 2009.

<TABLE>
<CAPTION>

   Date of Issuance     Title of Securities        Number of Shares         Consideration                 Holder
   ----------------     -------------------        ----------------         -------------              ------
<S>                     <C>                        <C>                   <C>                       <C>

       1/26/2099            Common Stock                25,000             $4,125 Director               Director
                                                                               Services

        1/26/09             Common Stock                25,000             $4,125 Director           Former Director
                                                                               Services

        1/19/09             Common Stock                63,655             $ Settlement of          Alledged Creditor
                                                                       disputed debt liability

        1/26/09             Common Stock                75,000           Consulting Services       Business Associates

        1/26/09             Common Stock              2,367,324          Payment of $392,974        Officer/ Director
</TABLE>


                                       15
<PAGE>

Exemption From Registration Claimed

All of the sales by us of our unregistered securities were made in reliance upon
Section 4(2) of the  Securities  Act of 1933,  as amended (the "1933 Act").  The
entity listed above that purchased the  unregistered  securities was an existing
shareholder,  known  to us and our  management,  through  pre-existing  business
relationships,  as a long standing business  associate.  The entity was provided
access to all material  information,  which it  requested,  and all  information
necessary to verify such  information  and was afforded access to our management
in connection with the purchases.  The purchaser of the unregistered  securities
acquired such securities for investment and not with a view toward distribution,
acknowledging  such intent to us. All  certificates  or agreements  representing
such  securities that were issued  contained  restrictive  legends,  prohibiting
further transfer of the certificates or agreements representing such securities,
without such securities  either being first  registered or otherwise exempt from
registration in any further resale or disposition.

ITEM 6. SELECTED FINANCIAL AND OPERATING DATA

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are
not required to provide information required by this Item.

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

The following  discussion  should be read in conjunction  with the  consolidated
financial  statements  and notes  thereto  and the other  financial  information
included  elsewhere in this report.  This  discussion  contains  forward-looking
statements that involve risks and uncertainties. Our actual results could differ
materially  from those  anticipated  in these  forward  looking  statements as a
result of any number of factors,  including those set forth under "Risk Factors"
and elsewhere in this report.

PLAN OF OPERATION

On May 21, 2009,  pursuant to the Delaware  Holding Company  formation  statute,
Delaware General Corporation Law ("DGCL") Section 251(g), Aspeon entered into an
Agreement  and Plan of Merger and  Reorganization  into a Holding  Company ("the
Reorganization")  with two of its wholly owned  subsidiary  companies,  ASPI and
A08. The  Reorganization  provided for the merger of Aspeon with, and into, A08,
with A08 being the surviving  corporation in the merger. At the same time as the
merger took place, the shareholders of Aspeon were converted, under the terms of
the  Reorganization,  to  shareholders  of ASPI on a one  for  one  basis.  As a
consequence of the  Reorganization,  ASPI became the parent holding company with
its wholly owned subsidiary  company,  A08, the surviving  company of the merger
with Aspeon.

                                       16
<PAGE>

As a result of the Reorganization, shareholders in Aspeon became shareholders in
ASPI. Aspeon ceased to exist as an independent legal entity following its merger
with A08. A08 became a subsidiary  company of ASP with A08 owning the subsidiary
companies formerly owned by Aspeon

The  Reorganization  has been  accounted for so as to reflect the fact that both
Aspeon and ASPI were  under  common  control at the date of the  Reorganization,
similar to a reverse acquisition of Aspeon and its subsidiary companies by ASPI

We intend to seek  private  merger  candidates  to acquire in a reverse  merger.
There is no  assurance  that  any  such  business  will be  located  or that any
stockholder  will realize any return on their  shares after such a  transaction.
Any merger or acquisition  completed by us can be expected to have a significant
dilutive effect on the percentage of shares held by our current stockholders. We
believe we are an insignificant  participant among the firms which engage in the
acquisition  of  business  opportunities.  There  are many  established  venture
capital and financial  concerns that have  significantly  greater  financial and
personnel resources and technical expertise than we have. In view of our limited
financial resources and limited management availability,  we will continue to be
at a significant competitive disadvantage compared to our competitors.

LIQUIDITY AND CAPITAL RESOURCES

As of June  30,  2009,  we had no cash on hand,  $100 of  assets,  no  operating
business or other source of income, no outstanding liabilities and stockholders'
equity of $100.

In our Annual  Reports on Form 10-K for the fiscal years ended June 30, 2009 and
2008, the Report of the Independent  Registered  Public Accounting Firm included
an explanatory  paragraph that describes  substantial doubt about our ability to
continue as a going  concern.  Our financial  statements for the year ended June
30, 2009, have been prepared on a going concern basis,  which  contemplates  the
realization of assets and the settlement of liabilities  and  commitments in the
normal course of business. We reported an accumulated deficit of $85,410,968 and
a working capital of $100 as of June 30, 2009.

Consequently,  we are now dependent on raising  additional equity and/or debt to
meet our ongoing operating expenses.  There is no assurance that we will be able
to raise  the  necessary  equity  and,  or,  debt  that we will need to fund our
ongoing operating expenses.

During the fiscal  years  ended June 30,  2009 and 2008,  one of our  directors,
David J. Cutler, and a company controlled by Mr. Cutler, advanced to us $161,527
and $73,987,  respectively,  by way of loan, bearing interest at 8%, to meet our
ongoing  operating  expenses  and  fund  the  costs of  bringing  our  financial
statements  and SEC  reporting up to date.  At December  31,  2008,  the balance
outstanding to Mr.  Cutler,  and the company  controlled by Mr. Cutler,  totaled
$451,874,  including  accrued interest (2007 - $345,169).  Effective January 26,
2009, we issued 2,376,324 shares of restricted common stock, valued at $392,974,
to David  Cutler,  the  Company's  President  and a director,  and a corporation
controlled by Mr. Cutler,  in full settlement of the Company's debts to them. As
a result of the  transaction,  we recognized a gain of $61,993 on the settlement
of this liability.  Following the Reorganization of May 21, 2009 and the sale of
all  our  subsidiary  companies  at  June  30,  2009,  there  was  no  liability
outstanding to Mr. Cutler by ASPI. At June 30, 2009. However, following the sale
of 100% of Mr. Cutler's  holding in ASPI effective June 26, 2009, Mr. Cutler has
confirmed  that he will  not be  providing  any  further  funding  to ASPI on an
ongoing basis.

It is our current intention to seek raise debt and, or, equity financing to meet
ongoing  operating  expenses  and  attempt to merge  with  another  entity  with
experienced  management and opportunities for growth in return for shares of our
common stock to create value for our  shareholders.  There is no assurance  that
this series of events will be satisfactorily completed.

CRITICAL ACCOUNTING POLICIES

Financial  Reporting  Release  No.  60  requires  all  companies  to  include  a
discussion of critical accounting policies and estimates used in the preparation
of their  financial  statements.  On an on-going basis, we evaluate our critical
accounting  policies  and  estimates.   We  base  our  estimates  on  historical
experience  and on various  other  assumptions  that we believe to be reasonable
under  the  circumstances,  the  results  of which  form our  basis  for  making

                                       17
<PAGE>

judgments  about the  carrying  values of assets  and  liabilities  that are not
readily  apparent  from other  sources.  Actual  results  may differ  from these
estimates under different assumptions or conditions.

Our  significant  accounting  policies are  described in Note 1 to the financial
statements on page 38 below. These policies were selected because they represent
the more significant accounting policies and methods that are broadly applied in
the preparation of our financial statements. However, it should be noted that we
intend to acquire a new operating business. The critical accounting policies and
estimates for such new  operations  will, in all  likelihood,  be  significantly
different from our current policies and estimates.

OFF  BALANCE  SHEET   ARRANGEMENTS,   CONTRACTUAL   OBLIGATIONS  AND  COMMERCIAL
COMMITMENTS

Financial  Reporting  Release  No.  61  requires  all  companies  to  include  a
discussion  to  address,  among  other  things,  liquidity,   off-balance  sheet
arrangements, contractual obligations and commercial commitments. Details of the
arrangements,  contractual  obligations and commercial commitments are described
in Note. 6 to the financial statements on page 45 below.

RESULTS OF OPERATIONS

THE FISCAL YEAR ENDED JUNE 30,  2009  COMPARED TO THE FISCAL YEAR ENDED JUNE 30,
2008

General and Administrative Expenses

General and  administrative  expenses  for the fiscal year ended June 30,  2009,
were  $150,198  compared to $113,943 for the fiscal year ended June 30, 2008, an
increase of $36,255.  The increase arose due increased legal fees arising in the
year  ended June 30,  2009,  as we  implemented  the  resolutions  passed at our
shareholders   meeting  in  April  2008  and  completed  the  Reorganization  as
previously explained.

Gain on Statute Barred Liabilities

During the year ended June 30,  2009,  we  recognized  a gain on statute  barred
liabilities  of $3,399,505  compared to a gain of  $2,102,917 on statute  barred
liabilities in the year ended June 30, 2008, an increase of  $1,296,588.  During
the year ended June 30, 2009, outstanding  liabilities,  which had been incurred
more  than  six  years  ago,  were  statute  barred  under  the  state  laws  of
Massachusetts  and we recognized a gain on these statute  barred  liabilities of
$3,399,505. During the year ended June 30, 2008, outstanding liabilities,  which
had been incurred more than four years ago, were statute  barred under the state
laws of California and we recognized a gain on these statute barred  liabilities
of $2,102,917.

Gain on Settlement of Debt

During the year ended June 30, 2009,  we recognized a gain on settlement of debt
of $61,993  compared to no gain on settlement of debt in the year ended June 30,
2008, an increase of $61,993.

During the year ended June 30, 2009,  we issued  2,376,324  shares of restricted
common  stock,  valued at  $392,974  ($0.17 per  share),  to David  Cutler,  the
Company's President and a director,  and a corporation controlled by Mr. Cutler,
in  full  settlement  of  the  Company's  debts  to  them.  As a  result  of the
transaction,  we  recognized  a gain  of  $61,993  on  the  settlement  of  this
liability. No such transaction took place in the year ended June 30, 2008.

Gain on Sale of Subsidiary Companies

During the year ended June 30, 2009,  we recognized a gain on sale of subsidiary
companies of $2,519,907  compared to no gain on sale of subsidiary  companies in
year ended June 30, 2008, an increase of $2,519,907.

No such transaction took place in the year ended June 30, 2008.

                                       18
<PAGE>

Profit (Loss) from Operations

The  profit  from  operations  during the  fiscal  year ended June 30,  2009 was
$5,831,206 compared to $1,964,620 during the fiscal year ended June 30, 2008, an
increase in profits of $3,866,586 due to the factors explained above.

Net Interest Expense and Other Expense

During the fiscal year ended June 30, 2009, we incurred net interest expense and
other expense of $17,569  compared to net interest  expense and other expense of
$24,534  for the fiscal  year ended June 30,  2008,  a decrease  of $6,785.  The
decrease was a result of the  capitalization  of the loan due to Mr.  Cutler and
corporation controlled by Mr. Cutler effective January 26, 2009.

No interest expense was accrued in the fiscal years ended June 30, 2009 and 2008
in  respect  of  liabilities  outstanding  as  at  January  1,  2004,  as  these
liabilities  are  anticipated  to be settled at, or at less than,  the  carrying
value at which they are currently recorded in our balance sheet.

Provision for Income Taxes

No  provision  for income  taxes was required in the fiscal years ended June 30,
2009 and 2008 as we had  sufficient  carried  forward  tax  losses to offset the
profit arising in these periods.

Net Income and Comprehensive Income

We recognized a net income of  $5,813,638  during the fiscal year ended June 30,
2009,  compared  to  $1,964,620  for the fiscal  year ended June 30,  2008,  the
increase in income of $3,848,748 was due to the factors discussed above.

Our  comprehensive  income was identical to our net income for the twelve months
ended June 30, 2009 and 2008.

CASH FLOW INFORMATION FOR THE FISCAL YEARS ENDED JUNE 30, 2009 AND 2008

As of June  30,  2009,  we had no cash on hand,  $100 of  assets,  no  operating
business or other source of income, no outstanding liabilities and stockholders'
equity of $100.

In our Annual  Reports on Form 10-K for the fiscal years ended June 30, 2009 and
2008, the Report of the Independent  Registered  Public Accounting Firm included
an explanatory  paragraph that describes  substantial doubt about our ability to
continue as a going  concern.  Our financial  statements for the year ended June
30, 2009 have been prepared on a going concern  basis,  which  contemplates  the
realization of assets and the settlement of liabilities  and  commitments in the
normal course of business. We reported an accumulated deficit of $85,410,968 and
working capital of just $100 as of June 30, 2009

Consequently, we are now dependent on raising additional equity and ,or, debt to
meet our ongoing operating expenses.  There is no assurance that we will be able
to raise  the  necessary  equity  and,  or,  debt  that we will need to fund our
ongoing operating expenses.

For the year ended June 30,  2009,  net cash used in  operations  was  $161,642,
compared  to $73,972 for the year ended June 30,  2008,  an increase of $87,670.
During the year ended June 30,  2009 the net profit of  $5,813,638,  after a net
adjustment of $5,960,780 for non-cash items, resulted in cash used in operations
of $147,141,  further  increased by a negative  movement of $14,500 in operating
assets and liabilities. This compares to the year ended June 30, 2008, where the
net profit of $1,964,620,  after  adjustment for the $2,102,917 non cash gain on
statute  barred  debt,  resulted  in a cash  used  in  operations  of  $138,397,
partially  offset by a positive  movement  of $64,325  in  operating  assets and
liabilities.

During the fiscal year ended June 30, 2009, we derived $100 from the sale of our
subsidiary  companies.  No cash was provided by or used in investing  activities
during the fiscal year ended June 30, 2008.

During the fiscal year ended June 30, 2009, we received  $161,527 from financing
activities,  compared to $73,987 in the year ended June 30, 2008, an increase of
$87,540 The increase  represented the additional level of funding required to be
provided to us by Mr. Cutler, one of our officers and directors.

                                       19
<PAGE>

ACCOUNTING PRONOUNCEMENTS

In  December  2007,  the FASB  issued  SFAS No.  141  (Revised  2007),  Business
Combinations,  or SFAS No. 141R.  SFAS No. 141R will change the  accounting  for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the  acquisition-date  fair value with  limited  exceptions.  SFAS No. 141R will
change the accounting  treatment and disclosure for certain  specific items in a
business   combination.   SFASNo.   141R  applies   prospectively   to  business
combinations  for which the acquisition date is on or after the beginning of the
first  annual  reporting  period  beginning  on  or  after  December  15,  2008.
Accordingly,  any  business  combinations  we  engage  in will be  recorded  and
disclosed following existing GAAP until January 1, 2009. We expect SFAS No. 141R
will have an impact on accounting for business combinations once adopted but the
effect is dependent upon  acquisitions  at that time. We are still assessing the
impact of this pronouncement.

In December  2007,  the FASB issued SFAS No. 160,  Noncontrolling  Interests  in
Consolidated Financial  Statements--An Amendment of ARB No. 51, or SFAS No. 160.
SFAS  No.  160  establishes  new  accounting  and  reporting  standards  for the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  SFAS No. 160 is effective  for fiscal  years  beginning on or after
December 15, 2008. We believe that SFAS 160 should not have a material impact on
our financial position or results of operations.

In  December  2007,  the  Emerging  Issues  Task  Force  issued  EITF No.  07-1,
Accounting  for  Collaborative   Arrangements.   EITF  No.  07-1  requires  that
transactions  with third parties (i.e.,  revenue generated and costs incurred by
the partners)  should be reported in the appropriate line item in each company's
financial statement and includes enhanced disclosure  requirements regarding the
nature  and  purpose  of the  arrangement,  rights  and  obligations  under  the
arrangement,  accounting policy,  amount and income statement  classification of
collaboration  transactions  between the  parties.  EITF No.  07-1 is  effective
January  1,  2009 and shall be  applied  retrospectively  to all  prior  periods
presented for all collaborative  arrangements existing as of the effective date.
The  Company  does not expect  that the  adoption  of EITF No.  07-1 will have a
material effect on its results of operations or financial condition.

In March  2008,  the FASB  issued  FAS No.  161,  Disclosures  about  Derivative
Instruments and Hedging Activities,  an amendment of FASB Statement No. 133. FAS
No. 161 changes the  disclosure  requirements  for  derivative  instruments  and
hedging  activities.  Entities are required to provide disclosures about (a) how
and why derivative  instruments  are used, (b) how  derivative  instruments  and
related  hedged  items  are  accounted  for under FAS No.  133,  Accounting  for
Derivative Instruments and Hedging Activities,  and its related interpretations,
and (c) how derivative  instruments and related hedged items affect the entity's
financial  position,  financial  performance,  and cash  flows.  FAS No.  161 is
effective  January 1, 2009. The Company does not expect that the adoption of FAS
No. 161 will have a material  effect on its results of  operations  or financial
condition.

In April 2008, the FASB issued FSP FAS 142-3,  "Determination of the Useful Life
of Intangible  Assets" ("FSP FAS 142-3").  FSP FAS 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 FAS 142-3 also requires
expanded  disclosure  related to the  determination  of intangible  asset useful
lives.  FSP FAS 142-3 is effective  for financial  statements  issued for fiscal
years beginning after December 15, 2008, and interim periods within those fiscal
years.  The Company does not expect that the adoption of FSP FAS 142-3 will have
a  material  effect on its  consolidated  results  of  operations  or  financial
condition.

In May 2008, the FASB issued FASB Staff Position (FSP) No. APB 14-1  "Accounting
for  Convertible  Debt  Instruments  That May Be Settled in Cash upon Conversion
(Including  Partial Cash  Settlement)" (FSP APB 14-1). FSP APB 14-1 requires the
issuer of certain  convertible  debt instruments that may be settled in cash (or
other assets) on conversion to separately  account for the liability  (debt) and
equity  (conversion  option)  components  of the  instrument  in a  manner  that
reflects the  issuer's  non-convertible  debt  borrowing  rate.  FSP APB 14-1 is
effective for fiscal years  beginning  after  December 15, 2008 on a retroactive
basis and will be adopted by the  Company in the first  quarter of fiscal  2009.
The  Company  does not  expect the  adoption  of FSP APB 14-1 to have a material
effect on its results of operations and financial condition.

In June 2008, the Financial  Accounting  Standards  Board  ("FASB")  issued FASB
Staff Position ("FSP") EITF 03-6-1,  "Determining Whether Instruments Granted in
Share-Based  Payment  Transactions  are  Participating   Securities."  This  FSP
provides that unvested  share-based  payment awards that contain  nonforfeitable
rights to  dividends  or  dividend  equivalents  (whether  paid or  unpaid)  are

                                       20
<PAGE>

participating  securities  and shall be included in the  computation of earnings
per share pursuant to the two-class  method.  The FSP is effective for financial
statements  issued for fiscal years  beginning  after  December  15,  2008,  and
interim periods within those fiscal years. Upon adoption, companies are required
to retrospectively adjust earnings per share data (including any amounts related
to interim  periods,  summaries  of earnings  and  selected  financial  data) to
conform to provisions of this FSP. The Company does not  anticipate the adoption
of FSP EITF  03-6-1 will have a material  impact on its  results of  operations,
cash flows or financial condition.

In September  2008, the FASB issued  exposure  drafts that eliminate  qualifying
special  purpose  entities  from the guidance of SFAS No. 140,  "Accounting  for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,"
and FASB  Interpretation 46 (revised December 2003),  "Consolidation of Variable
Interest  Entities  - an  interpretation  of ARB  No.  51,"  as  well  as  other
modifications. While the proposed revised pronouncements have not been finalized
and the proposals are subject to further public comment, the Company anticipates
the  changes  will not have a  significant  impact  on the  Company's  financial
statements.  The changes  would be  effective  March 1, 2010,  on a  prospective
basis.

In October 2008, the FASB issued FSP No. FAS 157-3,  "Determining the Fair Value
of a Financial  Asset When the Market for That Asset is Not  Active,"  ("FSP FAS
157-3"), which clarifies application of SFAS 157 in a market that is not active.
FSP FAS 157-3 was effective  upon  issuance,  including  prior periods for which
financial  statements have not been issued. The adoption of FSP FAS 157-3 had no
impact on the  Company's  results of  operations,  financial  condition  or cash
flows.

In December 2008, the FASB issued FSP No. FAS 132(R)-1,  "Employers' Disclosures
about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-1"). FSP FAS 132(R)-1
requires   additional  fair  value  disclosures  about  employers'  pension  and
postretirement  benefit plan assets  consistent with guidance  contained in SFAS
157. Specifically,  employers will be required to disclose information about how
investment  allocation decisions are made, the fair value of each major category
of plan assets and information about the inputs and valuation techniques used to
develop the fair value  measurements  of plan assets.  This FSP is effective for
fiscal  years ending  after  December 15, 2009.  The Company does not expect the
adoption  of FSP FAS  132(R)-1  will have a  material  impact  on its  financial
condition or results of operation.

In  December  2008,  the  FASB  issued  FSP  No.  FAS  140-4  and  FIN  46(R)-8,
"Disclosures  by Public  Entities  (Enterprises)  about  Transfers  of Financial
Assets and Interests in Variable Interest  Entities." This  disclosure-only  FSP
improves the  transparency of transfers of financial  assets and an enterprise's
involvement   with   variable   interest    entities,    including    qualifying
special-purpose  entities.  This FSP is effective for the first reporting period
(interim or annual)  ending after  December 15, 2008,  with earlier  application
encouraged. The Company adopted this FSP effective January 1, 2009. The adoption
of the FSP had no impact  on the  Company's  results  of  operations,  financial
condition or cash flows.

In April 2009, the FASB issued FSP No. FAS 157-4,  "Determining  Fair Value When
the Volume and Level of Activity for the Asset or Liability  Have  Significantly
Decreased and Identifying  Transactions That Are Not Orderly" ("FSP FAS 157-4").
FSP FAS 157-4 provides  guidance on estimating  fair value when market  activity
has  decreased   and  on   identifying   transactions   that  are  not  orderly.
Additionally,  entities are  required to disclose in interim and annual  periods
the inputs and  valuation  techniques  used to measure  fair value.  This FSP is
effective for interim and annual periods ending after June 15, 2009. The Company
does not expect the adoption of FSP FAS 157-4 will have a material impact on its
financial condition or results of operation.

In April 2009, the FASB issued two related Staff  Positions:  (1) FSP SFAS 115-2
and  SFAS  124-2,   "Recognition   and   Presentation  of   Other-Than-Temporary
Impairments,"  ("FSP  SFAS  115-2 and SFAS  124-2")  and (2) FSP SFAS  107-1 and
Accounting Principles Board (APB) 28-1, "Interim Disclosures about Fair Value of
Financial  Instruments,"  ("FSP SFAS 107-1 and APB 28-1"), each of which will be

                                       21

<PAGE>

effective for interim and annual  periods  ending after June 15, 2009.  FSP SFAS
115-2   and   SFAS   124-2    modify   the    requirements    for    recognizing
other-than-temporarily   impaired  debt   securities  and  revise  the  existing
impairment model for such securities by modifying the current intent and ability
indicator  in  determining  whether a debt  security  is  other-than-temporarily
impaired.  FSP SFAS 107-1 and APB 28-1  enhance the  disclosure  of  instruments
under the scope of SFAS 157 for both interim and annual periods.  The Company is
currently  evaluating  the impact of the adoption of these Staff  Positions will
have on its financial condition or results of operation.

In April 2009, the FASB issued FSP No. 141R-1  "Accounting  for Assets  Acquired
and Liabilities Assumed in a Business Combination That Arise from Contingencies"
("FSP 141R-1").  FSP 141R-1 amends the provisions in FASB Statement 141R for the
initial recognition and measurement,  subsequent measurement and accounting, and
disclosures for assets and liabilities  arising from  contingencies  in business
combinations.  FSP 141R-1  eliminates the  distinction  between  contractual and
non-contractual contingencies, including the initial recognition and measurement
criteria in Statement 141R and instead carries forward most of the provisions in
SFAS 141 for  acquired  contingencies.  FSP 141R-1 is effective  for  contingent
assets and  contingent  liabilities  acquired in  evaluating  the impact of SFAS
141(R).  The Company is currently  evaluating  the impact of the adoption of FSP
141R-1 will have on its financial condition or results of operation.

In May 2009, the FASB issued SFAS No. 165 "Subsequent Events" ("SFAS 165"). SFAS
165  establishes  general  standards of accounting  for and disclosure of events
that occur  after the balance  sheet date but before  financial  statements  are
issued or are  available to be issued.  SFAS 165 sets forth (1) The period after
the balance  sheet date during which  management  of a reporting  entity  should
evaluate  events or  transactions  that may occur for potential  recognition  or
disclosure in the financial  statements,  (2) The  circumstances  under which an
entity should recognize events or transactions occurring after the balance sheet
date in its financial  statements and (3) The disclosures  that an entity should
make about events or  transactions  that occurred  after the balance sheet date.
SFAS 165 is effective for interim or annual financial  periods ending after June
15,  2009.  The Company is  evaluating  the impact the adoption of SFAS 165 will
have on its financial condition or results of operation.

In June  2009,  the FASB  issued  SFAS No.  166  "Accounting  for  Transfers  of
Financial Assets--an amendment of FASB Statement No. 140" ("SFAS 166"). SFAS 166
improves the relevance,  representational faithfulness, and comparability of the
information that a reporting entity provides in its financial statements about a
transfer  of  financial  assets;  the  effects  of a transfer  on its  financial
position,  financial performance,  and cash flows; and a transferor's continuing
involvement,  if any, in transferred  financial assets. SFAS 166 is effective as
of the beginning of each reporting  entity's first annual  reporting period that
begins after  November 15, 2009,  for interim  periods  within that first annual
reporting period and for interim and annual reporting  periods  thereafter.  The
Company  is  evaluating  the impact  the  adoption  of SFAS 166 will have on its
financial condition or results of operation.

In June 2009, the FASB issued SFAS No. 167  "Amendments  to FASB  Interpretation
No. 46(R)" ("SFAS 167").  SFAS 167 improves  financial  reporting by enterprises
involved  with  variable  interest  entities  and to address  (1) the effects on
certain  provisions  of FASB  Interpretation  No. 46  (revised  December  2003),
"Consolidation of Variable Interest Entities," as a result of the elimination of
the qualifying  special-purpose  entity concept in SFAS 166 and (2)  constituent
concerns  about the  application  of certain key  provisions  of  Interpretation
46(R),  including  those in which  the  accounting  and  disclosures  under  the
Interpretation  do not always  provide  timely and useful  information  about an
enterprise's involvement in a variable interest entity. SFAS 167 is effective as
of the beginning of each reporting  entity's first annual  reporting period that
begins after  November 15, 2009,  for interim  periods  within that first annual
reporting period, and for interim and annual reporting periods  thereafter.  The
Company  is  evaluating  the impact  the  adoption  of SFAS 167 will have on its
financial condition or results of operation.

In June  2009,  the FASB  issued  SFAS No.  168 "The FASB  Accounting  Standards
Codification and the Hierarchy of Generally  Accepted  Accounting  Principles--a
replacement  of  FASB  Statement  No.  162."  The  FASB   Accounting   Standards
Codification  ("Codification")  will  be  the  single  source  of  authoritative
nongovernmental  U.S.  generally  accepted  accounting  principles.   Rules  and
interpretive  releases of the SEC under authority of federal securities laws are
also sources of authoritative  GAAP for SEC  registrants.  SFAS 168 is effective
for interim and annual  periods  ending after  September 15, 2009.  All existing
accounting  standards  are  superseded  as  described  in SFAS  168.  All  other
accounting literature not included in the Codification is nonauthoritative.  The
Codification  is not  expected  to have a  significant  impact on the  Company's
financial condition or results of operation.

EFFECTS OF INFLATION

Although  we  cannot  accurately  anticipate  the  effect  of  inflation  on our
operations, we do not believe that inflation has had, or is likely in the future
to have, a material effect on our results or financial condition.

                                       22
<PAGE>

SUBSEQUENT EVENTS

None.

ITEM 7A. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are
not required to provide information required by this Item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our financial  statements and supplementary  data are included herein commencing
on page 32.

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

We have not had any disagreements with our auditors.

ITEM 9A. CONTROLS and PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company  maintains a system of disclosure  controls and procedures  that are
designed for the purposes of ensuring that information  required to be disclosed
in the Company's SEC reports is recorded,  processed,  summarized,  and reported
within the time  periods  specified  in the SEC rules and  forms,  and that such
information  is  accumulated  and  communicated  to  the  Company's  management,
including the Chief Executive  Officer as appropriate to allow timely  decisions
regarding required disclosure.

Management,  after  evaluating  the  effectiveness  of the Company's  disclosure
controls and  procedures  as defined in Exchange Act Rules  13a-14(c) as of June
30, 2009 (the  "Evaluation  Date") concluded that as of the Evaluation Date, the
Company's  disclosure  controls  and  procedures  were  effective to ensure that
material  information  relating  to the  Company  would be made known to them by
individuals within those entities,  particularly during the period in which this
annual report was being prepared and that  information  required to be disclosed
in the Company's SEC reports is recorded,  processed,  summarized,  and reported
within the time periods specified in the SEC's rules and forms.

Management's Annual Report On Internal Control Over Financial Reporting
Our  management,  including  the Chief  Executive  Officer  and Chief  Financial
Officer is  responsible  for  establishing  and  maintaining  adequate  internal
control over financial reporting.  Internal control over financial reporting, as
defined in Exchange Act Rule 13a-15(f),  is a process  designed by, or under the
supervision  of, our principal  executive and principal  financial  officers 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  and  includes  those  policies  and
procedures that:


     o    Pertain  to the  maintenance  of  records  that in  reasonable  detail
          accurately and fairly reflect the transactions and dispositions of our
          assets;

     o    Provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with generally accepted accounting  principles,  and that our receipts
          and expenditures are being made only in accordance with authorizations
          of our management and directors; and

     o    Provide reasonable  assurance regarding prevention or timely detection
          of  unauthorized  acquisition,  use of  disposition of our assets that
          could have a material effect on the financial statements.

                                       23
<PAGE>

Because of its inherent  limitations,  internal control over financial reporting
may not  prevent  or detect  misstatements.  Projections  of any  evaluation  of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may  deteriorate.  All internal control systems,
no matter how well designed,  have inherent limitations.  Therefore,  even those
systems  determined to be effective can provide only  reasonable  assurance with
respect to financial statement preparation and presentation.

Our management assessed the effectiveness of our internal control over financial
reporting as of June 30, 2009.  Based on this  assessment,  management  believes
that as of June 30, 2009,  our  internal  control  over  financial  reporting is
effective based on those criteria.

This  annual  report  does not include an  attestation  report of the  Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public  accounting  firm  pursuant to temporary  rules of the SEC to
provide only management's report in this annual report.

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

ITEM 9B. OTHER INFORMATION

None.


                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

DIRECTORS AND EXECUTIVE OFFICERS

As of June 30, 2009, our directors and officers were:


             NAME              AGE                  POSITION

      David J. Cutler          53         President, Chief Executive Officer,
                                          Chief Financial Officer, and Director

      Redgie Green             54         Director

      Kristi J. Kampmann       36         Director

In January 2009, Mr. Wesley Whiting resigned as a director of the Company.

David J. Cutler - President, Chief Executive Officer, Chief Financial Office and
Director. Mr. Cutler became our sole director and officer on April 22, 2005. Mr.
Cutler has more than 25 years of experience in international finance, accounting
and  business  administration.  He held  senior  positions  with  multi-national
companies such as Reuters Group Plc and the Schlumberger  Ltd. and has served as
a director for two British  previously  publicly quoted companies -- Charterhall
Plc and  Reliant  Group  Plc.  From  March 1993  until  1999,  Mr.  Cutler was a
self-employed  consultant providing accounting and financial advice to small and
medium-sized  companies in the United Kingdom and the United States.  Mr. Cutler
was  Chief  Financial  Officer  and  subsequently  Chief  Executive  Officer  of
Multi-Link Telecommunications, Inc., a publicly quoted voice messaging business,
from 1999 to 2005.  Since  March  2006,  Mr.  Cutler  has been  Chief  Executive
Officer,  Chief  Financial  Officer and a director of Concord  Ventures,  Inc. a
publicly  listed shell  company and Chief  Executive  Officer,  Chief  Financial

                                       24
<PAGE>

Officer and a director of Atomic Paintball,  Inc., a development stage owner and
operator of paintball parks,  since August 2006. In June 2009 Atomic  Paintball,
Inc. filed for protection under Chapter 7 of the bankruptcy code. Mr. Cutler has
a masters degree from St. Catherine College in Cambridge,  England and qualified
as a British  Chartered  Accountant  and as  Chartered  Tax Advisor  with Arthur
Andersen & Co. in London.  He was  subsequently  admitted  as a Fellow of the UK
Institute  of Chartered  Accountants.  Since  arriving in the United  States Mr.
Cutler has  qualified as a Certified  Public  Accountant,  a Fellow of the AICPA
Institute of Corporate  Tax  Management,  a Certified  Valuation  Analyst of the
National  Association of Certified  Valuation Analysts and obtained an executive
MBA from Colorado State University.

Redgie  Green - Director.  Mr.  Green has served as a director  of the  Company,
since March 2006.  Mr.  Green has served as the Chief  Executive  Officer of Sun
River Energy Inc.  since January 2009. Mr. Green has been Secretary and Director
of Sun River Energy,  Inc.  since 1998. Mr. Green has been co-owner and operator
of Green's B&R  Enterprises,  a wholesale donut baker since 1983. He has been an
active  investor in small capital and high-tech  ventures  since 1987. Mr. Green
was a director of Colorado  Gold & Silver,  Inc. in 2000.  He was a director for
Houston  Operating  Company in late 2004 until  December  2004.  He was recently
elected as a director for Mountains  West  Exploration,  Inc. He was  Secretary,
Treasurer  and Director of Baymark  Technologies,  Inc.  and was  appointed as a
director of Aspeon, Inc. in March 2006.

Kristi J.  Kampmann -  Director.  Ms.  Kampmann  has served as a director of the
Company,  since May 2009. Ms. Kampmann served as the Chief Financial  Officer of
Vyta  Corp from  October  1999  through  February  2007.  Ms.  Kampmann  was the
Secretary of Vyta Corp from February 1998 through  February  2007. She served as
the Chief Financial  Officer of Intercell  International  Corporation (nka China
Crescent  Enterprises,  Inc.) from October  2003 through  August 2006 and as its
Secretary  from July 1999 through  August  2006,  assisting in its filing of and
withdrawal from Chapter 11  proceedings.  During the period of June 1997 through
February 2007, she also worked in the capacity the  administrative  assistant to
the Chief Executive Officer and Chief Financial  Officers for both Vyta Corp and
Intercell International Corporation. From April 1996 to June 1997, she served as
a paralegal and administrative assistant for Paul H. Metzinger, P.C. Since March
2007  to  date,  she  has  worked  in  the  capacity  of a  Financial  Reporting
Consultant/Paralegal  with Michael A.  Littman,  Attorney at Law.  Ms.  Kampmann
received an MBA from the  University of Colorado,  Denver in December  2001. Ms.
Kampmann  graduated from the Denver  Paralegal  Institute in 1996 and received a
B.A. from the  University of Minnesota in Morris in 1995,  majoring in Political
Science with a minor in Business Management.

COMMITTEES OF THE BOARD OF DIRECTORS

In the  ordinary  course  of  business,  the  board  of  directors  maintains  a
compensation committee and an audit committee

The  primary  function  of the  compensation  committee  is to  review  and make
recommendations  to the board of  directors  with  respect to the  compensation,
including bonuses,  of our officers and to administer the grants under our stock
option plan.

The  functions  of the  audit  committee  are to  review  the scope of the audit
procedures employed by our independent  auditors, to review with the independent
auditors our  accounting  practices  and policies and  recommend to whom reports
should be submitted,  to review with the independent  auditors their final audit
reports,  to review  with our  internal  and  independent  auditors  our overall
accounting and financial controls,  to be available to the independent  auditors
during  the year for  consultation,  to  approve  the audit fee  charged  by the
independent  auditors,  to report to the board of directors with respect to such
matters and to recommend the selection of the independent auditors.

In the absence of a separate audit committee our Board of Directors functions as
audit  committee and performs some of the same functions of an audit  committee,
such as recommending a firm of independent certified public accountants to audit
the  annual   financial   statements;   reviewing   the   independent   auditors
independence,  the financial  statements  and their audit report;  and reviewing
management's administration of the system of internal accounting controls.

CONFLICTS OF INTEREST - GENERAL.

Our directors and officers are, or may become,  in their individual  capacities,
officers,  directors,  controlling shareholder and/or partners of other entities
engaged in a variety of businesses.  Thus,  there exist  potential  conflicts of
interest   including,   among  other  things,   time,  efforts  and  corporation

                                       25
<PAGE>

opportunity,  involved in participation with such other business entities. While
each  officer  and  director of our  business is engaged in business  activities
outside of our  business,  they devote to our business such time as they believe
to be necessary.

CONFLICTS OF INTEREST - CORPORATE OPPORTUNITIES

Presently no requirement contained in our Articles of Incorporation,  Bylaws, or
minutes which requires  officers and directors of our business to disclose to us
business opportunities which come to their attention. Our officers and directors
do,  however,  have a  fiduciary  duty of  loyalty to us to  disclose  to us any
business  opportunities  which come to their attention,  in their capacity as an
officer  and/or  director  or  otherwise.  Excluded  from  this  duty  would  be
opportunities  which the person  learns  about  through  his  involvement  as an
officer and director of another company. We have no intention of merging with or
acquiring  an  affiliate,  associate  person or  business  opportunity  from any
affiliate or any client of any such person.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a)  of  the  Securities  Exchange  Act  requires  our  Officers  and
Directors, and persons who own more than 10% of a registered class of our equity
securities,  to file reports of ownership and changes in ownership with the SEC.
Officers,  directors  and  greater  than 10%  shareholders  are  required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file. Based
solely on our review of copies of such  reports  received,  and  representations
from certain  reporting  persons,  we believe that, during the fiscal year ended
June 30, 2009, all Section 16(a) filing requirements applicable to our officers,
directors and greater than 10% beneficial  owners were filed in compliance  with
all applicable  requirements with the exception of David J Cutler,  Redgie Green
and Kristi J Kampmann who had not filed.

CODE OF ETHICS

A code of ethics relates to written  standards  that are reasonably  designed to
deter wrongdoing and to promote;

-    Honest and ethical  conduct,  including  the ethical  handling of actual or
     apparent   conflicts  of  interest   between   personal  and   professional
     relationships;

-    Full, fair, accurate,  timely and understandable  disclosure in reports and
     documents that are filed with, or submitted to, the SEC and in other public
     communications made by an issuer;

-    Compliance with applicable governmental laws, rules and regulations;

-    The prompt  internal  reporting of violations of the code to an appropriate
     person or persons identified in the code; and

-    Accountability for adherence to the code.

Due to the  limited  scope of our  current  operations,  we have not  adopted  a
corporate  code of ethics  that  applies  to our  principal  executive  officer,
principal accounting officer, or persons performing similar function.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth certain information concerning  compensation paid
by the Company to its sole  officer for the fiscal years ended June 30, 2009 and
2008 (the "Named Executive Officers"):


                                       26
<PAGE>
<TABLE>
<CAPTION>

                                           SUMMARY COMPENSATION TABLE

                                                                   Nonequity     Nonqualified
                                                                   incentive       deferred
                                             Stock     Option        plan        compensation     All other
                          Salary     Bonus    awards    awards   compensation      earnings      compensation     Total
Name & Position   Year      ($)       ($)      ($)       ($)          ($)            ($)             ($)           ($)
---------------- ------- ---------- -------- --------- --------- -------------- --------------- --------------- ----------
<S>              <C>     <C>        <C>      <C>       <C>       <C>            <C>             <C>             <C>

David J. Cutler,
President, CEO,
CFO  and          2009   $60,000*    $-0-     $ -0-     $ -0-        $ -0-           $-0-            $-0-        $60,000
Director          2008   $60,000*    $-0-     $ -0-     $ -0-        $ -0-           $-0-            $-0-        $60,000
</TABLE>

* Includes  $60,000  (2008 - $40,000) in fees  payable to  Burlingham  Corporate
Finance,  Inc.,  a company  controlled  by Mr.  Cutler,  in respect of  services
provided to us by Mr. Cutler.

In  January  2009,  2,376,324  shares  of  restricted  common  stock,  valued at
$392,974,  was issued to David Cutler,  Aspeon's President and a director, and a
corporation  controlled by Mr. Cutler,  in full  settlement of Aspeon's debts to
them. As a loan repayment,  this share issuance is not included in the table for
directors' remuneration.


EMPLOYMENT AND CONSULTING AGREEMENTS

There were no employment  contracts or consulting  agreements with our directors
or officers during the fiscal years ended June 30, 2009 and 2008.



















                                       27
<PAGE>

                              DIRECTOR COMPENSATON

The following table sets forth certain information concerning  compensation paid
to the Company's directors during the year ended June 30, 2008:

<TABLE>
<CAPTION>
                                                                             Nonqualified
                                                             Non-equity        deferred
                        Fees                               incentive plan    compensation      All other
                        earned or   Stock      Option       compensation       earnings       compensation      Total
         Name           paid in     awards     awards ($)        ($)              ($)           ($) (2)          ($)
                           cash        ($)
                           ($)
----------------------- ----------- ---------- ----------- ---------------- ---------------- --------------- -------------
<S>                     <C>         <C>        <C>         <C>              <C>              <C>             <C>

David J. Cutler           $ -0-       $ -0-      $ -0-          $ -0-            $ -0-          $ 60,000       $ 60,000
----------------------- ----------- ---------- ----------- ---------------- ---------------- --------------- -------------
Wesley Whiting (1)        $ -0-      $4,125      $ -0-          $ -0-            $ -0-           $ -0-         $ 4,125
----------------------- ----------- ---------- ----------- ---------------- ---------------- --------------- -------------
Redgie Green (1)          $ -0-      $4,125      $ -0-          $ -0-            $-0-            $ -0-         $ 4,125
----------------------- ----------- ---------- ----------- ---------------- ---------------- --------------- -------------
Kristi J. Kampmann        $ -0-       $ -0-      $ -0-          $ -0-            $ -0-           $ -0-          $ -0-
----------------------- ----------- ---------- ----------- ---------------- ---------------- --------------- -------------
</TABLE>

(1)      The stock awards  represent  the issue of 25,000  shares of  restricted
         common stock, valued at $4,125 ($0.17 per share), to both Redgie Green,
         a current non-executive  director,  and to  Wesley  Whiting,  a former,
         non-executive   director  of  Aspeon   (50,000   shares  in  total)  as
         compensation for services they had provided to Aspeon.

(2)      The other  compensation  to Mr.  Cutler  consists  of the  individual's
         salary for his services as an officer of the Company for the year ended
         June 30, 2008, as disclosed in the Executive Compensation Table above.

         Includes $60,000 in fees payable to Burlingham Corporate Finance, Inc.,
         a company controlled by Mr. Cutler,  in respect of services provided to
         us by Mr. Cutler.

         In January 2009, 2,376,324 shares of restricted common stock, valued at
         $392,974  ($0.17  per  share),  was  issued to David  Cutler,  Aspeon's
         President and a director,  and a corporation  controlled by Mr. Cutler,
         in full settlement of Aspeon's debts to them. As a loan repayment, this
         share issue is not included in the table for directors' remuneration

STOCK OPTION PLAN

In August 1996, we adopted a stock  incentive award plan (the "1996 Plan") under
which the Board of Directors  (the "Board"),  or a committee  appointed for such
purpose, was authorized to grant options,  restricted stock or other stock-based
compensation to the directors,  officers,  eligible  employees or consultants to
acquire up to an aggregate of 300,000 shares of our common stock. Options issued
under the Plan  generally  vested over a 3-year  period  based on the  following
schedule:  40% after year one,  30% after  year two,  and 30% at the end of year
three. All options expired ten years from the date of grant.

In December 1997, our stockholders  approved our 1997 Equity Incentive Plan (the
"1997 Plan") under which the Board,  or a committee  appointed for such purpose,
was  authorized  to  grant  options,   restricted  stock  or  other  stock-based
compensation to the directors,  officers,  eligible  employees or consultants to

                                       28
<PAGE>

acquire up to an  aggregate  of 2,100,000  shares of our common  stock.  Options
issued under the 1997 Plan  generally  vested 20% per year over a 5-year period.
All options expired ten years from the date of grant

In April 1999,  the Board approved our 1999  Non-Officer  Stock Option Plan (the
"1999 Plan") under which the Board,  or a committee  appointed for such purpose,
was  authorized  to  grant  non-statutory   options  to  eligible  employees  or
consultants  who were not officers or members of the Board,  to acquire up to an
aggregate of 3,000,000  shares of our common  stock.  Options  granted under the
1999  Plan  vested  25%  per  year  over  a  4-year  period,  in  equal  monthly
installments  over thirty-six  months or 100% upon grant  issuance.  All options
expired ten years from the date of grant.

No stock options were issued or  outstanding  during the fiscal years ended June
30, 2009 or 2008.

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

The  following  tables  set  forth  certain  information   regarding  beneficial
ownership of our common stock, as of September 25, 2009, by:

o each  person  who is known  by  Aspeon  to own  beneficially  more  than 5% of
Aspeon's  outstanding  common stock, o each of Aspeon's named executive officers
and directors, and o all executive officers and directors as a group.

Shares of common stock not outstanding but deemed  beneficially  owned by virtue
of the right of an  individual  to acquire the shares of common  stock within 60
days are treated as outstanding  only when determining the amount and percentage
of common stock owned by such individual.  Except as noted below the table, each
person has sole voting and investment power with respect to the shares of common
stock shown.

As at September 25, 2009:

<TABLE>
<CAPTION>

                                                                     NUMBER OF      PERCENT OF
               NAME AND ADDRESS OF BENEFICIAL OWNER                   SHARES        OUTSTANDING
<S>                                                                 <C>             <C>

      David J. Cutler (1)                                                     0               0%
      Redgie Green (1)(2)                                                25,000             0.6%
      Kristi J Kampmann (1)(3)                                           25,000             0.6%
                                                                    ------------     -----------
      All executive officers and directors as a group, 3 people.         50,000             1.2%

      Top Growth Holdings Group (4)                                   3,108,000            80.1%
      Jeanne Look (5)                                                 3,108,000            80.1%
</TABLE>

(1)  The above  officers and  directors'  address is c/o Aspeon,  Inc. 2460 West
     26th Avenue, Suite 380-C, Denver, Colorado, 80211.

(2)  Mr. Green holds 25,000 shares of restricted common stock.

(3)  Ms. Kampmann holds 25,000 shares of restricted common stock.

(4)  Room 2, 30/F, 99 Hennessey Road, Wanchai, Hong Kong.

(5)  Jeanne Look is the  beneficial owner of Top Growth  Holdings Group, and her
     beneficial interest in ASPI, Inc. arises therefrom.

ITEM  13.  CERTAIN   RELATIONSHIPS   AND  RELATED   TRANSACTIONS   AND  DIRECTOR
INDERPENDENCE

During the fiscal  years  ended June 30,  2009 and 2008,  one of our  directors,
David J. Cutler, and a company controlled by Mr. Cutler, advanced to us $161,527
and $73,987  respectively  by way of loan,  bearing  interest at 8%, to meet our
ongoing  operating  expenses  and  fund  the  costs of  bringing  our  financial
statements  and SEC  reporting  up to date.  At  December  31,  2008 the balance


                                       29
<PAGE>

outstanding to Mr.  Cutler,  and the company  controlled by Mr. Cutler,  totaled
$451,874,  including accrued interest.  On January 26, 2009, we issued 2,376,324
shares of restricted  common  stock,  valued at $392,974  ($0.17 per share),  to
David  Cutler,  the  Company's  President  and a  director,  and  a  corporation
controlled by Mr. Cutler,  in full settlement of the Company's debts to them. As
a result of the  transaction,  we recognized a gain of $61,993 on the settlement
of this liability.  Following the Reorganization of May 21, 2009 and the sale of
all  our  subsidiary  companies  at  June  30,  2009,  there  was  no  liability
outstanding to Mr. Cutler by ASPI, Inc. at June 30, 2009. However, following the
sale of 100% of Mr. Cutler's holding in ASPI, Inc.  effective June 26, 2009, Mr.
Cutler has confirmed that he will not be providing any further  funding to ASPI,
Inc. on an ongoing basis.

During the year ended June 30,  2009,  we incurred  $60,000  (2008 - $40,000) in
consulting fees payable to Burlingham Corporate Finance, Inc.  ("Burlingham") in
respect of  remuneration  for Mr.  Cutler's  services  to us as a  director  and
officer. Mr. Cutler is the principal shareholder of Burlingham.

Effective January 26, 2009, Aspeon authorized the issuance of a total of:

     i)   25,000  shares of  restricted  common  stock,  valued at $4,125,  to a
          consultant, who was an existing shareholder of Aspeon, as compensation
          for services he had provided to Aspeon.

     ii)  50,000  shares  of  restricted  common  stock,  valued  at $8,250 to a
          current, and a former, non-executive director of Aspeon (25,000 shares
          each) as compensation for services they had provided to Aspeon.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

We incurred $3,000 and $2,800 to our current auditors, Larry O'Donnell,  CPA, PC
("O'Donnell"), in the fiscal years ended June 30, 2009 and 2008 respectively.

Tax Fees

We did not incur any tax fees to our current auditors,  O'Donnell, in the fiscal
years ended June 30, 2009 and 2008 for  professional  services  rendered for tax
compliance, tax advice, and tax planning.

We did incurred  $3,375 and $0 in tax fees an  unconnected  third party,  in the
fiscal years ended June 30, 2009 and 2008 for professional services rendered for
tax compliance, tax advice, and tax planning.

All Other Fees

We incurred $1,080 and $720 to our current  auditors,  O'Donnell,  in the fiscal
years ended June 30, 2009 and 2008 for the review of our quarterly filings.

It is the role of the Audit Committee,  or in the absence of an audit committee,
the Board of Directors,  to consider whether,  and determine that, the auditor's
provision  of  non-audit  services  would be  compatible  with  maintaining  the
auditor's independence.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS

The following documents are filed as a part of this Report.

(i)      Exhibits.

The  following is a complete  list of exhibits  filed as part of this Form 10-K.
Exhibit  numbers  correspond  to the numbers in the Exhibit Table of Item 601 of
Regulation S-B.

                                       30
<PAGE>

   EXHIBIT
   NUMBER                    DESCRIPTION AND METHOD OF FILING



        2.1    Agreement and Plan of Merger and Reorganization Into Holding
               Company**
     3(i).1    Articles of Incorporation of ASPI, Inc.**
     3(i).2    Articles of Incorporation of A08 Holdings, Inc.**
    3(ii).1    Bylaws of ASPI, Inc.**
    3(ii).2    Bylaws of A08 Holdings, Inc.**



     21.1 Subsidiaries*

     31.1 Certification  of Chief Executive  Officer  pursuant to Section 302 of
          the Sarbanes-Oxley Act*

     32.1 Certification of Principal  Executive  Officer pursuant to Section 906
          of the Sarbanes-Oxley Act*

     *    Filed herewith.

     **   Filed as an  Exhibit to the  Current  Report on Form 8K filed with the
          SEC on July 2, 2009.

















                                       31
<PAGE>

                          INDEX TO FINANCIAL STATEMENTS

                                                                            PAGE

REPORT ON THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM................. 33

CONSOLIDATED BALANCE SHEETS - June 30, 2009 and 2008........................ 34

CONSOLIDATED STATEMENTS OF OPERATIONS -- For the Years Ended June 30,
2009 and 2008............................................................... 35

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT -
For the Years Ended June 30, 2009 and 2008 ................................. 36

CONSOLIDATED STATEMENTS OF CASH FLOWS -- For the Years Ended June 30,
2009 and 2008............................................................... 37

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.................................. 38




                                       32
<PAGE>


           REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
ASPI, Inc. & Aspeon, Inc.
Denver, Colorado

I  have  audited  the  accompanying  balance  sheets  of  ASPI,  Inc.,  and  its
Predecessor Company,  Aspeon, Inc., as of June 30, 2009 and 2008 and the related
statements of operations,  stockholders'  deficit,  and cash flows for the years
ended June 30, 2009 and 2008. These financial  statements are the responsibility
of the Company's management. My responsibility is to express an opinion on these
financial statements based on my audits.

I conducted my audits in  accordance  with the  standards of the Public  Company
Accounting Oversight Board (United States).  Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial statement presentation.  I believe that my audits provide a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the financial  position of ASPI,  Inc., and its Predecessor
Company,  Aspeon,  Inc.,  as of June 30,  2009 and 2008 and the  results of it's
operations  and  cash  flows  for the  years  ended  June  30,  2009 and 2008 in
conformity with accounting principles generally accepted in the United States.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 2 to the  financial
statements,  the Company had suffered significant losses as of June 30, 2009 and
2008 and no  ongoing  source of  income.  Management's  plans to  address  these
matters  are  also  included  in  Note  2 to  the  financial  statements.  These
conditions raise  substantial doubt about the Company's ability to continue as a
going  concern.  The financial  statements do not include any  adjustments  that
might result from the outcome of this uncertainty.




/s/ Larry O'Donnell
Larry O'Donnell CPA, PC
Aurora, Colorado
September 21, 2009






                                       33
<PAGE>

<TABLE>
<CAPTION>

                          ASPI, INC. AND PREDECESSOR COMPANY
                              CONSOLIDATED BALANCE SHEET

                                                                                                  JUNE 30,
                                                                                           2009            2008
                                                                                     --------------------------------
                            ASSETS
<S>                                                                                  <C>             <C>


Current Assets

      Cash & Cash Equivalents                                                        $             - $            15
      Prepaid Expenses and Other Current Assets                                                  100           1,000

                                                                                     --------------------------------
                 Total Current Assets                                                            100           1,015

                                                                                     --------------------------------
      TOTAL ASSETS                                                                   $           100 $         1,015
                                                                                     ================================

                            LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities

      Accounts Payable                                                                             -       4,998,397
      Unearned Income & Customer Deposits                                                          -         236,128
      Accrued Expenses                                                                             -         656,067
      Notes Payable                                                                                -         348,064

                                                                                     --------------------------------
                 Total Current Liabilities                                                         -       6,238,656

COMMITMENTS AND CONTINGENCIES (Note 6)

STOCKHOLDERS' EQUITY  (DEFICIT)

      Preferred Stock, $0.01 par value: 25,000,000 shares authorized, no shares                    -               -
        issued and outstanding.
      Common Stock, $0.01 par value: 100,000,000 shares authorized                           222,756         197,106
        3,879,655 and 1,314,038 shares issued and outstanding, respectively
      Additional Paid In Capital                                                          85,188,313      84,849,860
      Treasury Stock                                                                               -         (60,000)
      Accumulated Deficit                                                                (85,410,968)    (91,224,607)
                                                                                     --------------------------------
                 Total Stockholders' Equity (Deficit)                                            100      (6,237,641)

                                                                                     --------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  (DEFICIT)                                $           100 $         1,015
                                                                                     ================================




          See accompanying Notes to Consolidated Financial Statements.

                                       34
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                          ASPI, INC. AND PREDECESSOR COMPANY
                        CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                       FOR THE YEARS ENDED
                                                                                             JUNE 30,
                                                                                      2009             2008
                                                                                ---------------------------------
<S>                                                                             <C>             <C>

OPERATING EXPENSES

      General and Administrative                                                $       150,198 $        113,943
      Gain on Statute Barred Debt                                                    (3,399,505)      (2,102,917)
      Gain on Settlement of Debt                                                        (61,993)               -
      Gain on Sale of Subsidiary Companies                                           (2,519,907)               -

                                                                                ---------------------------------
      Total Operating (Income)  Expenses                                             (5,831,206)      (1,988,974)

OPERATING PROFIT                                                                      5,831,206        1,988,974

Interest and Other Income (Expenses) Net                                                (17,569)         (24,354)

                                                                                ---------------------------------
Profit before Income Taxes                                                            5,813,638        1,964,620

Provision for Income Taxes                                                                    -                -

                                                                                ---------------------------------
NET INCOME                                                                      $     5,813,638 $      1,964,620
                                                                                =================================


NET INCOME PER COMMON SHARE

      Basic & Diluted                                                           $     2.42      $      1.48
                                                                                =================================

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

      Basic & Diluted                                                               2,398,114        1,331,066
                                                                                =================================









          See accompanying Notes to Consolidated Financial Statements.

                                       35
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                       ASPI, INC. AND PREDECESSOR COMPANY
                            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                   FOR THE YEARS ENDED JUNE 30, 2009 and 2008

                        Common Stock          Treasury Stock     Additional                 Accumulated
                                                                  Paid - in   Accumulated  Comprehensive    Comprehensive
                      Shares      Amount    Shares      Amount     Capital    Deficit     Profit / (Loss) Profit / (Loss)   Total

                        #           $         #           $           $          $            $            $              $
                   -----------  --------- ---------  ---------- ------------  ------------ -----------   ------------   ------------
<S>                <C>          <C>       <C>        <C>        <C>           <C>          <C>           <C>            <C>

Balance, July 1,
  2007               1,333,333   200,000   (13,333)    (60,000)  84,846,965   (93,261,094)       71,867              -   (8,202,262)

Share Cancellation     (19,295)   (2,894)        -           -        2,894             -             -              -            -

Net & Comprehensive
  Profit                     -         -         -           -            -     1,964,620             -      1,964,620    1,964,620
                                                                                                           ============
                    ----------- --------- ---------  ---------- ------------  ------------   -----------                ------------
Balance, June 30
  2008               1,314,038 $ 197,106   (13,333)$   (60,000)$ 84,849,859 $ (91,296,473)  $    71,867                $ (6,237,641)

Stock Issued to
  Round Up Individ-        638         -         -           -            -             -             -              -            -
  ual Stockholder's
  Holdings on 15:1
  Reverse Split

Stock Issued in
  Settlement of Debt    63,655       637         -           -        9,868             -             -              -       10,504

Stock Issued as
  Compensation          75,000       750         -           -       11,625             -             -              -       12,375

Stock Issued as
  Diretors'
  Remuneration          50,000       500         -           -        7,750             -             -              -        8,250

Stock Issued In
  Settlement of
  Debt               2,376,324    23,763         -           -      369,211             -             -              -      392,974

Cancellation of
  Treasury Stock             -         -    13,333      60,000      (60,000)            -             -              -            -

Net & Comprehensive
  Profit                     -         -         -           -            -     5,813,638             -      5,813,638    5,813,638
                                                                                                           ============
                    ----------- --------- ---------  ---------- ------------  ------------   -----------               -------------
Balance, June 30
  2009               3,879,655 $ 222,756         - $         - $ 85,188,313 $ (85,482,836)  $    71,867                $        100
                    =========== ========= =========  ========== ============  ============   ===========                ============






                          See accompanying Notes to Consolidated Financial Statements.

                                                       36
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                       ASPI, INC. AND PREDECESSOR COMPANY

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                                       FOR THE YEAR ENDED
                                                                                            JUNE 30
                                                                                      2009             2008
                                                                                --------------------------------
<S>                                                                             <C>             <C>

CASH FLOW (USED IN) OPERATING ACTIVITIES

NET INCOME                                                                      $     5,813,638 $     1,964,620

ADJUSTMENTS TO RECONCILE NET PROFIT  TO NET CASH
(USED IN) OPERATING ACTIVITIES

      Stock Issued for Consultants' Compensation                                         12,375               -
      Stock Issued for Directors' Compensation                                            8,250               -
      Gain on Settlement of Debt                                                        (61,993)              -
      Gain on Statute Barred Debt                                                    (3,399,505)     (2,102,917)
      Gain on Sale of Subsidiary Companies                                           (2,519,907)              -

CHANGES IN OPERATING ASSETS & LIABILITIES
      (Increase)/Decrease in Other Receivables                                             (100)              -
      Increase/(Decrease) in Accounts Payable                                             3,031           7,503
      Increase/(Decrease) in Accrued Expenses                                           (17,432)         56,822
                                                                                              -
                                                                                --------------------------------
      Total Cash Flow provided (used in) Operating Activities                          (161,642)        (73,972)

CASH FLOW FROM INVESTING ACTIVITIES

      Proceeds from Sale of Subsidiary Companies                                            100               -

                                                                                --------------------------------
      Total Cash Flow provided by Investing Activities                                      100               -

CASH FLOW FROM FINANCING ACTIVITIES

      Advances under Notes Payable                                                      161,527          73,987
                                                                                --------------------------------
      Total Cash Flow provided by Financing Activities                                  161,527          73,987

INCREASE / (DECREASE) IN CASH & CASH EQUIVALENTS                                $           (15) $           15
                                                                                ================================

Cash and Cash Equivalents at the beginning of the period                        $            15 $             -
                                                                                ================================
Cash and Cash Equivalents at the end of the period                              $             - $            15
                                                                                ================================

SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION
Cash paid for interest                                                          $             - $        49,400
                                                                                --------------------------------
Cash paid for income tax                                                        $             - $             -
                                                                                --------------------------------







          See accompanying Notes to Consolidated Financial Statements.

                                       37
</TABLE>



<PAGE>


                       ASPI, INC. AND PREDECESSOR COMPANY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES:

ASPI,  Inc. was  incorporated  in the State of Delaware in  September  2008 as a
wholly owned subsidiary company of Aspeon, Inc.

Aspeon, Inc. was a publicly quoted shell company with no cash on hand, $1,000 of
assets, no operating business or other source of income, outstanding liabilities
of $2,520,800 and a stockholders' deficit of $2,519,808.

Effective May 21, 2009, under an Agreement and Plan of Merger and Reorganization
into a Holding Company ("the  Reorganization") filed with the Secretary of State
of Delaware:

     -    ASPI, Inc.  acquired 100% of the issued share capital of Aspeon,  Inc.
          in a share for share exchange of ASPI,  Inc.  shares for Aspeon,  Inc.
          shares with Aspeon, Inc.'s existing shareholders., and

     -    Aspeon,  Inc.  merged with a one of its former  subsidiary  companies,
          A08, Inc.

As a result of the Reorganization,  shareholders in publicly quoted Aspeon, Inc.
became  shareholders in the publicly quoted ASPI, Inc.,  Aspeon,  Inc. ceased to
exist as an independent  legal entity  following its merger with A08, Inc., A08,
Inc.  became a  subsidiary  company  of ASPI,  Inc.  with A08,  Inc.  owning the
subsidiary companies formerly owned by Aspeon, Inc.

The  Reorganization  has been  accounted for so as to reflect the fact that both
Aspeon,  Inc.  and ASPI,  Inc.  were  under  common  control  at the date of the
Reorganization,  similar  to a  reverse  acquisition  of  Aspeon,  Inc.  and its
subsidiary companies by ASPI, Inc.

On June 26, 2009,  Mr. David J. Cutler,  an officer and director of the Company,
and an entity  controlled by Mr. Cutler,  sold  3,108,000  shares of ASPI common
stock  held by him and the  entity,  which  constituted  81% of the  outstanding
shares of ASPI,  to Top Growth  Holdings  Group,  Inc., a British  Virgin Island
corporation beneficially owned by Ms. Jeanne Look.

On June 30, 2009,  ASPI sold 100% of the issued share capital of its subsidiary,
A08and all of A08's subsidiary companies,  to an unrelated third party for $100.
ASPI recognized a gain of $2,519,907 on this sale of its subsidiary companies.

Following  this  sale,  ASPI has $100 of  assets,  no  outstanding  liabilities,
stockholders'  equity  of $100 and no  operating  business  or other  source  of
income. ASPI's common stock is publicly traded on the Over-the-Counter  Bulletin
Board under the symbol "ASZP."

Nature of Operations - Effective June 30, 2003,  Aspeon,  Inc. made the decision
to discontinue all its remaining operating businesses.

 Effective April 2005, following the appointment of Mr. David Cutler as director
of Aspeon, Aspeon became focused on reaching satisfactory negotiated settlements
with its outstanding creditors, maintaining its financial records and Securities
and Exchange Commission (`SEC') filings on a current basis,  raising debt and/or
equity to fund negotiated settlements with its creditors and to meet its ongoing
operating  expenses and attempting to merge with another entity with experienced
management and opportunities for growth in return for shares of its common stock
to create value for its shareholders.


                                       38
<PAGE>

Significant Accounting Policies:

Principles  of  Consolidation  --  The   accompanying   consolidated   financial
statements include the accounts of ASPI and its wholly-owned  subsidiaries.  All
significant inter-company transactions and balances have been eliminated.

Cash and Cash  Equivalents  -- Cash and  cash  equivalents  consist  of cash and
highly  liquid debt  instruments  with  original  maturities  of less than three
months.

Inventories - Inventories consisted primarily of point of sale computer hardware
and  components  and were stated at the lower of cost  (first-in  first-out)  or
market.  All our remaining  inventories  were  transferred to the trustee of the
assignment for the benefit of Aspeon and CCI creditors effective January 1, 2004
after which we held no inventory.

Property and Equipment- All our remaining property and equipment was transferred
to the trustee of the  assignment  for the  benefit of Aspeon and CCI  creditors
effective January 1, 2004 after which we held no property or equipment.

Deferred  Costs and Other --  Offering  costs  with  respect  to issue of common
stock,  warrants or options by us were initially  deferred and ultimately offset
against the proceeds from these equity transactions if successful or expensed if
the proposed equity transaction is unsuccessful.

Financial Instruments -- The estimated fair values for financial instruments was
determined  at  discrete  points in time based on relevant  market  information.
These  estimates  involved  uncertainties  and  could  not  be  determined  with
precision.  The carrying  amounts of the note receivable,  accounts  receivable,
accounts payable and accrued liabilities  approximated fair value because of the
short-term  maturities  of these  instruments.  The fair value of notes  payable
approximated to their carrying value as generally their interest rates reflected
our effective annual borrowing rate.

Income Taxes -- We account for income taxes under the  liability  method,  which
requires  recognition  of deferred tax assets and  liabilities  for the expected
future tax  consequences  of events  that have been  included  in the  financial
statements  or  tax  returns.  Under  this  method,   deferred  tax  assets  and
liabilities  are  determined  based  on the  difference  between  the  financial
statements  and tax bases of assets and  liabilities  using enacted tax rates in
effect for the year in which the differences are expected to reverse.

Comprehensive Income (Loss) -- Comprehensive income is defined as all changes in
stockholders'  equity (deficit),  exclusive of transactions with owners, such as
capital  investments.  Comprehensive income includes net income or loss, changes
in certain assets and liabilities  that are reported  directly in equity such as
translation  adjustments on investments in foreign  subsidiaries  and unrealized
gains (losses) on available-for-sale  securities.  During the fiscal years ended
June  30,  2009  and  2008,  our  net  income  /  (loss)  was  identical  to our
comprehensive income / (loss).

Income  (Loss)  Per  Share  -- The  income  (loss)  per  share is  presented  in
accordance  with the provisions of Statement of Financial  Accounting  Standards
(SFAS) No. 128,  Earnings Per Share.  SFAS No. 128 replaced the  presentation of
primary and fully diluted earnings (loss) per share (EPS) with a presentation of
basic EPS and diluted  EPS.  Basic EPS is  calculated  by dividing the income or
loss available to common  stockholders by the weighted  average number of common
stock  outstanding for the period.  Diluted EPS reflects the potential  dilution
that could occur if  securities  or other  contracts  to issue common stock were
exercised or converted  into common  stock.  Basic and diluted EPS were the same
for the fiscal  years  ended June 30 2009 and  20008,  as we had no  outstanding
stock options or warrants during these periods.

Stock-Based  Compensation -- As permitted under the SFAS No. 123, Accounting for
Stock-Based  Compensation,  we  account  for  our  stock-based  compensation  in
accordance with the provisions of Accounting  Principles Board (APB) Opinion No.
25, Accounting for Stock Issued to Employees.  As such,  compensation expense is
recorded  on the date of grant if the  current  market  price of the  underlying
stock  exceeds  the  exercise  price.  Certain  pro  forma  net  income  and EPS
disclosures  for employee  stock option grants are also included in the notes to
the financial  statements as if the fair value method as defined in SFAS No. 123
had been applied.  Transactions in equity  instruments  with  non-employees  for
goods or services are accounted for by the fair value method.

Use of Estimates -- The preparation of our consolidated  financial statements in
conformity with generally accepted accounting  principles requires management to
make  estimates  and  assumptions  that  affect the  amounts  reported  in these
financial  statements and accompanying  notes.  Actual results could differ from
those estimates.  Due to uncertainties inherent in the estimation process, it is
possible that these estimates could be materially revised within the next year.

                                       39
<PAGE>

Recently Issued  Accounting  Pronouncements -- In December 2007, the FASB issued
SFAS No. 141 (Revised 2007), Business  Combinations,  or SFAS No. 141R. SFAS No.
141R will change the accounting for business combinations.  Under SFAS No. 141R,
an acquiring  entity will be required to recognize  all the assets  acquired and
liabilities  assumed in a transaction  at the  acquisition-date  fair value with
limited  exceptions.  SFAS No. 141R will  change the  accounting  treatment  and
disclosure for certain specific items in a business  combination.  SFAS No. 141R
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual  reporting  period beginning on or
after December 15, 2008.  Accordingly,  any business  combinations  we engage in
will be recorded and disclosed following existing GAAP until January 1, 2009. We
expect SFAS No. 141R will have an impact on accounting for business combinations
once adopted but the effect is dependent upon  acquisitions at that time. We are
still assessing the impact of this pronouncement.

In December  2007,  the FASB issued SFAS No. 160,  Noncontrolling  Interests  in
Consolidated Financial  Statements--An Amendment of ARB No. 51, or SFAS No. 160.
SFAS  No.  160  establishes  new  accounting  and  reporting  standards  for the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  SFAS No. 160 is effective  for fiscal  years  beginning on or after
December 15, 2008. We believe that SFAS 160 should not have a material impact on
our financial position or results of operations.

In  December  2007,  the SEC  issued  Staff  Accounting  Bulletin  (SAB) No. 110
regarding  the use of a  "simplified"  method,  as discussed in SAB No. 107 (SAB
107),  in  developing  an  estimate of expected  term of "plain  vanilla"  share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular,
the staff  indicated in SAB 107 that it will accept a company's  election to use
the  simplified  method,  regardless  of  whether  the  company  has  sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued,  the staff believed that more detailed  external  information  about
employee exercise behavior (e.g.,  employee exercise patterns by industry and/or
other categories of companies)  would,  over time,  become readily  available to
companies.  Therefore,  the staff  stated in SAB 107 that it would not  expect a
company to use the simplified  method for share option grants after December 31,
2007.  The staff  understands  that such  detailed  information  about  employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain  circumstances,  the use of the
simplified  method  beyond  December 31, 2007.  The Company  currently  uses the
simplified  method for "plain  vanilla"  share  options and  warrants,  and will
assess the impact of SAB 110 for fiscal year 2009.  It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows

In  December  2007,  the  Emerging  Issues  Task  Force  issued  EITF No.  07-1,
Accounting  for  Collaborative   Arrangements.   EITF  No.  07-1  requires  that
transactions  with third parties (i.e.,  revenue generated and costs incurred by
the partners)  should be reported in the appropriate line item in each company's
financial statement and includes enhanced disclosure  requirements regarding the
nature  and  purpose  of the  arrangement,  rights  and  obligations  under  the
arrangement,  accounting policy,  amount and income statement  classification of
collaboration  transactions  between the  parties.  EITF No.  07-1 is  effective
January  1,  2009 and shall be  applied  retrospectively  to all  prior  periods
presented for all collaborative  arrangements existing as of the effective date.
The  Company  does not expect  that the  adoption  of EITF No.  07-1 will have a
material effect on its results of operations or financial condition.

In March  2008,  the FASB  issued  FAS No.  161,  Disclosures  about  Derivative
Instruments and Hedging Activities,  an amendment of FASB Statement No. 133. FAS
No. 161 changes the  disclosure  requirements  for  derivative  instruments  and
hedging  activities.  Entities are required to provide disclosures about (a) how
and why derivative  instruments  are used, (b) how  derivative  instruments  and
related  hedged  items  are  accounted  for under FAS No.  133,  Accounting  for
Derivative Instruments and Hedging Activities,  and its related interpretations,
and (c) how derivative  instruments and related hedged items affect the entity's
financial  position,  financial  performance,  and cash  flows.  FAS No.  161 is
effective  January 1, 2009. The Company does not expect that the adoption of FAS
No. 161 will have a material  effect on its results of  operations  or financial
condition.

In April 2008, the FASB issued FSP FAS 142-3,  "Determination of the Useful Life
of Intangible  Assets" ("FSP FAS 142-3").  FSP FAS 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 FAS 142-3 also requires
expanded  disclosure  related to the  determination  of intangible  asset useful

                                       40
<PAGE>

lives.  FSP FAS 142-3 is effective  for financial  statements  issued for fiscal
years beginning after December 15, 2008, and interim periods within those fiscal
years.  The Company does not expect that the adoption of FSP FAS 142-3 will have
a  material  effect on its  consolidated  results  of  operations  or  financial
condition.

In May 2008, the FASB issued FASB Staff Position (FSP) No. APB 14-1  "Accounting
for  Convertible  Debt  Instruments  That May Be Settled in Cash upon Conversion
(Including  Partial Cash  Settlement)" (FSP APB 14-1). FSP APB 14-1 requires the
issuer of certain  convertible  debt instruments that may be settled in cash (or
other assets) on conversion to separately  account for the liability  (debt) and
equity  (conversion  option)  components  of the  instrument  in a  manner  that
reflects the  issuer's  non-convertible  debt  borrowing  rate.  FSP APB 14-1 is
effective for fiscal years  beginning  after  December 15, 2008 on a retroactive
basis and will be adopted by the  Company in the first  quarter of fiscal  2009.
The  Company  does not  expect the  adoption  of FSP APB 14-1 to have a material
effect on its results of operations and financial condition.

In June 2008, the Financial  Accounting  Standards  Board  ("FASB")  issued FASB
Staff Position ("FSP") EITF 03-6-1,  "Determining Whether Instruments Granted in
Share-Based  Payment  Transactions  are  Participating   Securities."  This  FSP
provides that unvested  share-based  payment awards that contain  nonforfeitable
rights to  dividends  or  dividend  equivalents  (whether  paid or  unpaid)  are
participating  securities  and shall be included in the  computation of earnings
per share pursuant to the two-class  method.  The FSP is effective for financial
statements  issued for fiscal years  beginning  after  December  15,  2008,  and
interim periods within those fiscal years. Upon adoption, companies are required
to retrospectively adjust earnings per share data (including any amounts related
to interim  periods,  summaries  of earnings  and  selected  financial  data) to
conform to provisions of this FSP. The Company does not  anticipate the adoption
of FSP EITF  03-6-1 will have a material  impact on its  results of  operations,
cash flows or financial condition.

In September  2008, the FASB issued  exposure  drafts that eliminate  qualifying
special  purpose  entities  from the guidance of SFAS No. 140,  "Accounting  for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,"
and FASB  Interpretation 46 (revised December 2003),  "Consolidation of Variable
Interest  Entities  - an  interpretation  of ARB  No.  51,"  as  well  as  other
modifications. While the proposed revised pronouncements have not been finalized
and the proposals are subject to further public comment, the Company anticipates
the  changes  will not have a  significant  impact  on the  Company's  financial
statements.  The changes  would be  effective  March 1, 2010,  on a  prospective
basis.

In October 2008, the FASB issued FSP No. FAS 157-3,  "Determining the Fair Value
of a Financial  Asset When the Market for That Asset is Not  Active,"  ("FSP FAS
157-3"), which clarifies application of SFAS 157 in a market that is not active.
FSP FAS 157-3 was effective  upon  issuance,  including  prior periods for which
financial  statements have not been issued. The adoption of FSP FAS 157-3 had no
impact on the  Company's  results of  operations,  financial  condition  or cash
flows.

In December 2008, the FASB issued FSP No. FAS 132(R)-1,  "Employers' Disclosures
about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-1"). FSP FAS 132(R)-1
requires   additional  fair  value  disclosures  about  employers'  pension  and
postretirement  benefit plan assets  consistent with guidance  contained in SFAS
157. Specifically,  employers will be required to disclose information about how
investment  allocation decisions are made, the fair value of each major category
of plan assets and information about the inputs and valuation techniques used to
develop the fair value  measurements  of plan assets.  This FSP is effective for
fiscal  years ending  after  December 15, 2009.  The Company does not expect the
adoption  of FSP FAS  132(R)-1  will have a  material  impact  on its  financial
condition or results of operation.

In  December  2008,  the  FASB  issued  FSP  No.  FAS  140-4  and  FIN  46(R)-8,
"Disclosures  by Public  Entities  (Enterprises)  about  Transfers  of Financial
Assets and Interests in Variable Interest  Entities." This  disclosure-only  FSP
improves the  transparency of transfers of financial  assets and an enterprise's
involvement   with   variable   interest    entities,    including    qualifying
special-purpose  entities.  This FSP is effective for the first reporting period
(interim or annual)  ending after  December 15, 2008,  with earlier  application
encouraged. The Company adopted this FSP effective January 1, 2009. The adoption
of the FSP had no impact  on the  Company's  results  of  operations,  financial
condition or cash flows.

In April 2009, the FASB issued FSP No. FAS 157-4,  "Determining  Fair Value When
the Volume and Level of Activity for the Asset or Liability  Have  Significantly
Decreased and Identifying  Transactions That Are Not Orderly" ("FSP FAS 157-4").
FSP FAS 157-4 provides  guidance on estimating  fair value when market  activity
has  decreased   and  on   identifying   transactions   that  are  not  orderly.

                                       41
<PAGE>

Additionally,  entities are  required to disclose in interim and annual  periods
the inputs and  valuation  techniques  used to measure  fair value.  This FSP is
effective for interim and annual periods ending after June 15, 2009. The Company
does not expect the adoption of FSP FAS 157-4 will have a material impact on its
financial condition or results of operation.

In April 2009, the FASB issued two related Staff  Positions:  (1) FSP SFAS 115-2
and  SFAS  124-2,   "Recognition   and   Presentation  of   Other-Than-Temporary
Impairments,"  ("FSP  SFAS  115-2 and SFAS  124-2")  and (2) FSP SFAS  107-1 and
Accounting Principles Board (APB) 28-1, "Interim Disclosures about Fair Value of
Financial  Instruments,"  ("FSP SFAS 107-1 and APB 28-1"), each of which will be
effective for interim and annual  periods  ending after June 15, 2009.  FSP SFAS
115-2   and   SFAS   124-2    modify   the    requirements    for    recognizing
other-than-temporarily   impaired  debt   securities  and  revise  the  existing
impairment model for such securities by modifying the current intent and ability
indicator  in  determining  whether a debt  security  is  other-than-temporarily
impaired.  FSP SFAS 107-1 and APB 28-1  enhance the  disclosure  of  instruments
under the scope of SFAS 157 for both interim and annual periods.  The Company is
currently  evaluating  the impact of the adoption of these Staff  Positions will
have on its financial condition or results of operation.

In April 2009, the FASB issued FSP No. 141R-1  "Accounting  for Assets  Acquired
and Liabilities Assumed in a Business Combination That Arise from Contingencies"
("FSP 141R-1").  FSP 141R-1 amends the provisions in FASB Statement 141R for the
initial recognition and measurement,  subsequent measurement and accounting, and
disclosures for assets and liabilities  arising from  contingencies  in business
combinations.  FSP 141R-1  eliminates the  distinction  between  contractual and
non-contractual contingencies, including the initial recognition and measurement
criteria in Statement 141R and instead carries forward most of the provisions in
SFAS 141 for  acquired  contingencies.  FSP 141R-1 is effective  for  contingent
assets and  contingent  liabilities  acquired in  evaluating  the impact of SFAS
141(R).  The Company is currently  evaluating  the impact of the adoption of FSP
141R-1 will have on its financial condition or results of operation.

In May 2009, the FASB issued SFAS No. 165 "Subsequent Events" ("SFAS 165"). SFAS
165  establishes  general  standards of accounting  for and disclosure of events
that occur  after the balance  sheet date but before  financial  statements  are
issued or are  available to be issued.  SFAS 165 sets forth (1) The period after
the balance  sheet date during which  management  of a reporting  entity  should
evaluate  events or  transactions  that may occur for potential  recognition  or
disclosure in the financial  statements,  (2) The  circumstances  under which an
entity should recognize events or transactions occurring after the balance sheet
date in its financial  statements and (3) The disclosures  that an entity should
make about events or  transactions  that occurred  after the balance sheet date.
SFAS 165 is effective for interim or annual financial  periods ending after June
15,  2009.  The Company is  evaluating  the impact the adoption of SFAS 165 will
have on its financial condition or results of operation.

In June  2009,  the FASB  issued  SFAS No.  166  "Accounting  for  Transfers  of
Financial Assets--an amendment of FASB Statement No. 140" ("SFAS 166"). SFAS 166
improves the relevance,  representational faithfulness, and comparability of the
information that a reporting entity provides in its financial statements about a
transfer  of  financial  assets;  the  effects  of a transfer  on its  financial
position,  financial performance,  and cash flows; and a transferor's continuing
involvement,  if any, in transferred  financial assets. SFAS 166 is effective as
of the beginning of each reporting  entity's first annual  reporting period that
begins after  November 15, 2009,  for interim  periods  within that first annual
reporting period and for interim and annual reporting  periods  thereafter.  The
Company  is  evaluating  the impact  the  adoption  of SFAS 166 will have on its
financial condition or results of operation.

In June 2009, the FASB issued SFAS No. 167  "Amendments  to FASB  Interpretation
No. 46(R)" ("SFAS 167").  SFAS 167 improves  financial  reporting by enterprises
involved  with  variable  interest  entities  and to address  (1) the effects on
certain  provisions  of FASB  Interpretation  No. 46  (revised  December  2003),
"Consolidation of Variable Interest Entities," as a result of the elimination of
the qualifying  special-purpose  entity concept in SFAS 166 and (2)  constituent
concerns  about the  application  of certain key  provisions  of  Interpretation
46(R),  including  those in which  the  accounting  and  disclosures  under  the
Interpretation  do not always  provide  timely and useful  information  about an
enterprise's involvement in a variable interest entity. SFAS 167 is effective as
of the beginning of each reporting  entity's first annual  reporting period that
begins after  November 15, 2009,  for interim  periods  within that first annual
reporting period, and for interim and annual reporting periods  thereafter.  The
Company  is  evaluating  the impact  the  adoption  of SFAS 167 will have on its
financial condition or results of operation.

                                       42
<PAGE>

In June  2009,  the FASB  issued  SFAS No.  168 "The FASB  Accounting  Standards
Codification and the Hierarchy of Generally  Accepted  Accounting  Principles--a
replacement  of  FASB  Statement  No.  162."  The  FASB   Accounting   Standards
Codification  ("Codification")  will  be  the  single  source  of  authoritative
nongovernmental  U.S.  generally  accepted  accounting  principles.   Rules  and
interpretive  releases of the SEC under authority of federal securities laws are
also sources of authoritative  GAAP for SEC  registrants.  SFAS 168 is effective
for interim and annual  periods  ending after  September 15, 2009.  All existing
accounting  standards  are  superseded  as  described  in SFAS  168.  All  other
accounting literature not included in the Codification is nonauthoritative.  The
Codification  is not  expected  to have a  significant  impact on the  Company's
financial condition or results of operation.

Business  Segments -- In June 1997,  the FASB  issued SFAS No. 131,  Disclosures
About Segments of an Enterprise and Related  Information  ("SFAS No. 131"). SFAS
No. 131 changes the way public  companies  report segment  information in annual
financial  statements  and also  requires  those  companies  to report  selected
segment  information  in  interim  financial  reports to  stockholders.  It also
establishes  standards  for related  disclosures  about  products and  services,
geographic areas, and major customers. Management believes our operations during
fiscal 2009 and 2008  comprised  only one segment and as such,  adoption of SFAS
No. 131 does not impact the disclosures made in our financial statements.

2.       GOING CONCERN AND LIQUIDITY

As of June  30,  2009,  we had no cash on hand,  $100 of  assets,  no  operating
business or other source of income, no outstanding liabilities and stockholders'
equity of $100.

In our Annual  Reports on Form 10-K for the fiscal years ended June 30, 2009 and
2008, the Report of the Independent  Registered  Public Accounting Firm included
an explanatory  paragraph that describes  substantial doubt about our ability to
continue as a going  concern.  Our  financial  statements  for the twelve months
ended  June  30,  2009  have  been  prepared  on a going  concern  basis,  which
contemplates  the  realization of assets and the  settlement of liabilities  and
commitments in the normal course of business. We reported an accumulated deficit
of $85,410,968 and a working capital of just $100 as of June 30, 2009

Consequently,  we are now dependent on raising  additional equity and/or debt to
meet our ongoing operating expenses.  There is no assurance that we will be able
to raise  the  necessary  equity  and,  or,  debt  that we will need to fund our
ongoing operating expenses.

During the fiscal  years  ended June 30,  2009 and 2008,  one of our  directors,
David J. Cutler, and a company controlled by Mr. Cutler, advanced to us $161,527
and $73,987  respectively  by way of loan,  bearing  interest at 8%, to meet our
ongoing  operating  expenses  and  fund  the  costs of  bringing  our  financial
statements  and SEC  reporting  up to date.  As at December 31, 2008 the balance
outstanding to Mr.  Cutler,  and the company  controlled by Mr. Cutler,  totaled
$451,874,  including  accrued interest (2007 - $345,169).  Effective January 26,
2009, we issued 2,376,324 shares of restricted common stock, valued at $392,974,
to David  Cutler,  the  Company's  President  and a director,  and a corporation
controlled by Mr. Cutler,  in full settlement of the Company's debts to them. As
a result of the  transaction,  we recognized a gain of $61,993 on the settlement
of this liability.  Following the sale of the Reorganization of May 21, 2009 and
the  sale  of all our  subsidiary  companies  at June  30,  2009,  there  was no
liability  outstanding  to Mr. Cutler by ASPI,  Inc. at June 30, 2009.  However,
following the sale of 100% of Mr. Cutler's holding in ASPI, Inc.  effective June
26, 2009,  Mr.  Cutler has  confirmed  that he will not be providing any further
funding to ASPI, Inc. on an ongoing basis.

It is our current intention to seek raise debt and, or, equity financing to meet
ongoing  operating  expenses  and  attempt to merge  with  another  entity  with
experienced  management and opportunities for growth in return for shares of our
common stock to create value for our  shareholders.  There is no assurance  that
this series of events will be satisfactorily completed.

3. ASSETS

Effective  January 1, 2004,  all our  remaining  assets,  with the  exception of
certain other receivables, were transferred to the trustee of the assignment for
benefit of the Aspeon and CCI creditors at a fair market value of $496,000.  Our
only remaining  asset - other  receivables - related to Directors' and Officers'

                                       43
<PAGE>

insurance due from our  insurance  company to be paid to our attorneys for legal
fees  incurred  in respect of the lawsuit  brought  against us by certain of our
shareholders. This balance has now been paid in full to our attorneys.

Since April 2005 we have  accumulated  certain other nominal  current assets - a
bank  account and certain  prepaid  expenses - with funds  provide to us by loan
from our sole director, David J Cutler.

Following the sale of all of our  subsidiary  companies  effective June 30, 2009
our only asset is a $100 receivable in respect of the sale proceeds for the sale
of the subsidiary companies.

4. LIABILITIES

In December  2003, we appointed  attorney Frank Blundo Jr. P.C. as trustee of an
assignment for the benefit of the Aspeon and CCI creditors  commencing effective
January 1, 2004.  On January 1, 2004,  all of  Aspeon's  and CCI's  assets  were
transferred to the trustee for the benefit of those Aspeon and CCI creditors who
elected  to  participate  in the  assignment  for the  benefit of Aspeon and CCI
creditors.  The assets  transferred  had a fair  market  value of  $496,000  and
creditors  totaling $3.7 million  elected to be participate  in, and be bound by
the terms of, the assignment  for the benefit of Aspeon and CCI creditors  under
which they no longer had any further claim against Aspeon or CCI. Certain Aspeon
and  CCI  creditors,  totaling  in  excess  of  $3.1  million,  elected  not  to
participate  in the  assignment  for the benefit of Aspeon and CCI creditors and
remained as outstanding liabilities of Aspeon and CCI.

During the year ended June 30,  2009,  outstanding  liabilities,  which had been
incurred  more than six years ago,  were statute  barred under the state laws of
Massachusetts  and we recognized a gain on these statute  barred  liabilities of
$3,399,505.

During the twelve months ended June 30, 2008, outstanding liabilities, which had
been incurred more than four years ago, were statute barred under the state laws
of California  and we recognized a gain on these statute  barred  liabilities of
$2,102,917.

Following the sale of all of our subsidiary  companies  effective June 30, 2009,
we had no liabilities outstanding.

5. NOTES PAYABLE

Related Party

During the fiscal  years  ended June 30,  2009 and 2008,  one of our  directors,
David J. Cutler, and a company controlled by Mr. Cutler, advanced to us $161,527
and $73,987  respectively  by way of loan,  bearing  interest at 8%, to meet our
ongoing  operating  expenses  and  fund  the  costs of  bringing  our  financial
statements  and SEC  reporting  up to date.  As at December 31, 2008 the balance
outstanding to Mr.  Cutler,  and the company  controlled by Mr. Cutler,  totaled
$451,874,  including  accrued interest (2007 - $345,169).  Effective January 26,
2009, we issued 2,376,324 shares of restricted common stock, valued at $392,974,
to David  Cutler,  the  Company's  President  and a director,  and a corporation
controlled by Mr. Cutler,  in full settlement of the Company's debts to them. As
a result of the  transaction,  we recognized a gain of $61,993 on the settlement
of this liability.  Following the sale of the Reorganization of May 21, 2009 and
the  sale  of all our  subsidiary  companies  at June  30,  2009,  there  was no
liability  outstanding  to Mr. Cutler by ASPI,  Inc. at June 30, 2009.  However,
following the sale of 100% of Mr. Cutler's holding in ASPI, Inc.  effective June
26, 2009,  Mr.  Cutler has  confirmed  that he will not be providing any further
funding to ASPI, Inc. on an ongoing basis

Following the sale of all of our subsidiary  companies  effective June 30, 2009,
we had no liabilities outstanding under notes payable to related parties.

6. COMMITMENTS AND CONTINGENCIES:

Leases

At June 30,  2008,  we were in default  on all of our  outstanding  capital  and
operating  leases that had been entered into to prior to April 2005 and the full
amount of our  liability  under theses lease is recorded as current  liabilities
included in our balance of accounts payable.

                                       44
<PAGE>

Rent expense  under  operating  lease  agreements  entered into after April 2005
aggregated to approximately  $4,000 and $5,500 respectively for the fiscal years
ended June 30, 2009 and 2008 and were  included  in general  and  administrative
expenses in our consolidated statements of operations.

Following the sale of all of our subsidiary  companies  effective June 30, 2009,
we had no  liabilities  outstanding  in respect  of, and no ongoing  liabilities
under, any lease.

Litigation

To the best of our  knowledge  and our belief  there is no pending  legal action
against the Company.

Guarantees

In July, 2001,  Javelin Australia entered into a factoring facility amounting to
approximately  $500,000 or a lesser  amount based on eligible  receivables.  The
facility  was  cancelable  on 30 days  notice by  either  party.  The  agreement
provided for a discount  rate of 1.75% + the bank's  published  overdraft  index
rate and a  factoring  service  fee of  0.50%.  Borrowings  under  the line were
restricted  to the  operations  of  Javelin  Australia  and could not be used to
support our other operations. Aspeon provided a guarantee for this facility that
was to be  released  on its sale of Javelin  Australia  in  January  2003 and in
respect of which it was indemnified by the purchaser of Javelin Australia.

Following the sale of all of our subsidiary  companies  effective June 30, 2009,
we had no contingent liability outstanding in respect of any guarantee.

7. RELATED PARTY TRANSACTIONS

During the fiscal  years  ended June 30,  2009 and 2008,  one of our  directors,
David J. Cutler, and a company controlled by Mr. Cutler, advanced to us $161,527
and $73,987  respectively  by way of loan,  bearing  interest at 8%, to meet our
ongoing  operating  expenses  and  fund  the  costs of  bringing  our  financial
statements  and SEC  reporting  up to date.  As at December 31, 2008 the balance
outstanding to Mr.  Cutler,  and the company  controlled by Mr. Cutler,  totaled
$451,874,  including  accrued interest (2007 - $345,169).  Effective January 26,
2009, we issued 2,376,324 shares of restricted common stock, valued at $392,974,
to David  Cutler,  the  Company's  President  and a director,  and a corporation
controlled by Mr. Cutler,  in full settlement of the Company's debts to them. As
a result of the  transaction,  we recognized a gain of $61,993 on the settlement
of this liability.  Following the sale of the Reorganization of May 21, 2009 and
the  sale  of all our  subsidiary  companies  at June  30,  2009,  there  was no
liability  outstanding  to Mr. Cutler by ASPI,  Inc. at June 30, 2009.  However,
following the sale of 100% of Mr. Cutler's holding in ASPI, Inc.  effective June
26, 2009,  Mr.  Cutler has  confirmed  that he will not be providing any further
funding to ASPI, Inc. on an ongoing basis.

During the twelve  months  ended June 30,  2009,  we  incurred  $60,000  (2008 -
$40,000) in  consulting  fees  payable to  Burlingham  Corporate  Finance,  Inc.
("Burlingham")  in respect of remuneration for Mr. Cutler's  services to us as a
director and officer. Mr. Cutler is the principal shareholder of Burlingham

Effective January 26, 2009, Aspeon authorized the issuance of a total of:

     i)   25,000  shares of  restricted  common  stock,  valued at $4,125,  to a
          consultant, who was an existing shareholder of Aspeon, as compensation
          for services he had provided to Aspeon.

     ii)  50,000  shares  of  restricted  common  stock,  valued  at $8,250 to a
          current, and a former, non-executive director of Aspeon (25,000 shares
          each) as compensation for services they had provided to Aspeon.

8.   STOCKHOLDERS' EQUITY / (DEFICIT):

Common Stock - During the fiscal years ended June 30, 2007,  the Company did not
issue any shares of its common stock.

                                       45
<PAGE>

On April 2, 2008 we held an annual meeting of stockholders at which the majority
of  stockholders  voted to  authorize a reverse  split of our common  stock on a
fifteen for one basis and to increase the authorized number of our Common Shares
from twenty million (20,000,000) to one hundred million (100,000,000).

Effective May 18, 2008, at the request of one of our shareholders,  we cancelled
289,425 of our shares belonging to that shareholder.

Effective  December 13, 2008, the increase in the authorized  number of Aspeon's
Common  Shares  from  twenty  million   (20,000,000)   to  one  hundred  million
(100,000,000) became effective.

Effective  January 13,  2009,  the reverse  split of Aspeon's  common stock on a
fifteen for one basis became  effective.  Before the split Aspeon had 19,710,575
shares of common  stock.  After the fifteen for one reverse  split the number of
Aspeon's  authorized  shares  of common  stock  was  reduced  to  1,314,038.  An
additional   638  shares  of  Aspeon   common  stock  were  issued  to  existing
shareholders  to "round  up" their  existing  share  holdings  to "full"  shares
following the reverse split.  All numbers of ASPI and Aspeon shares  reported in
this Form 10K as  outstanding  prior to the effective  date of the reverse split
have been restated to reflect the impact of the reverse split.

Effective  January 19, 2009,  Aspeon issued 63,655  (sixty three  thousand,  six
hundred and fifty five) shares of its common stock,  valued at $10,504,  in full
and final settlement of a claim against it for an alleged liability in excess of
$433,740. Aspeon, without admission of any liability, believes that even if such
liability had been valid, it would now be statute barred.  However,  in order to
achieve an amicable  settlement  without  the need to incur  legal fees,  Aspeon
believed  it is the best  interest  of its  shareholders  to settle the  alleged
claim,  without  admission of any  liability,  by the issuance of 63,655  (sixty
three thousand, six hundred and fifty five) shares of its common stock.

Effective January 26, 2009, Aspeon authorized the issuance of a total of:

i) 75,000  shares of  restricted  common  stock,  valued  at  $12,375,  to three
consultants  (25,000 shares each) as compensation for services they had provided
to Aspeon. One of the consultants was an existing shareholder of Aspeon,

ii) 50,000 shares of restricted common stock, valued at $8,250 to a current, and
a former,  non-executive director of Aspeon (25,000 shares each) as compensation
for services they had provided to Aspeon, and

iii) 2,376,324 shares of restricted common stock,  valued at $392,974,  to David
Cutler,  Aspeon's President and a director,  and a corporation controlled by Mr.
Cutler,  in full  settlement  of  Aspeon's  debts  to them.  As a result  of the
transaction,  Aspeon  recognized  a gain of  $61,993 on the  settlement  of this
liability.

Preferred  Stock - During the fiscal  years  ended  June 30,  2009 and 2008,  no
preferred stock was issued or outstanding.

On April 2, 2008 we held an annual meeting of stockholders at which the majority
of stockholders  voted to increase the authorized number of our Preferred Shares
from one million (1,000,000) to twenty five million (25,000,000).

Effective  December 13, 2008, the increase in the authorized  number of Aspeon's
Preferred   Shares  from  one  million   (1,000,000)   to  twenty  five  million
(25,000,000) became effective.

Warrants -- During the financial years ended June 30, 2009 and 2008, no warrants
were issued and outstanding.

Stock  Options - In August 1996,  we adopted a stock  incentive  award plan (the
"1996 Plan") under which the Board of Directors  (the  "Board"),  or a committee
appointed for such purpose, was authorized to grant options, restricted stock or
other stock-based compensation to the directors, officers, eligible employees or
consultants to acquire up to an aggregate of 300,000 shares of our common stock.
Options issued under the Plan generally vested over a 3-year period based on the
following  schedule:  40% after year one, 30% after year two, and 30% at the end
of year three. All options expired ten years from the date of grant.

In December 1997, our stockholders  approved our 1997 Equity Incentive Plan (the
"1997 Plan") under which the Board,  or a committee  appointed for such purpose,
was  authorized  to  grant  options,   restricted  stock  or  other  stock-based
compensation to the directors,  officers,  eligible  employees or consultants to

                                       46
<PAGE>

acquire up to an  aggregate  of 2,100,000  shares of our common  stock.  Options
issued under the 1997 Plan  generally  vested 20% per year over a 5-year period.
All options expired ten years from the date of grant

In April 1999,  the Board approved our 1999  Non-Officer  Stock Option Plan (the
"1999 Plan") under which the Board,  or a committee  appointed for such purpose,
was  authorized  to  grant  non-statutory   options  to  eligible  employees  or
consultants  who were not officers or members of the Board,  to acquire up to an
aggregate of 3,000,000  shares of our common  stock.  Options  granted under the
1999  Plan  vested  25%  per  year  over  a  4-year  period,  in  equal  monthly
installments  over thirty-six  months or 100% upon grant  issuance.  All options
expired ten years from the date of grant.

All outstanding stock options were cancelled on April 22, 2005.

No options  were  issued or  outstanding  during the year ended June 30, 2009 or
2008.

9.   SUBSEQUENT EVENTS:

None.




















                                       47
<PAGE>

                                   SIGNATURES

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

                                            ASPI, INC.

Date: October 13, 2009             By:      /s/ DAVID J. CUTLER
                                            -------------------
                                            David J Cutler
                                            Chief Executive Officer, &
                                            Chief Financial Officer

    In accordance with the Securities Exchange Act of 1924, this report has been
signed  by  the  following  persons  on  behalf  of  the  Registrant  and in the
capacities and on the dates indicated.

             SIGNATURE                        TITLE                    DATE

    /s/ David J. Cutler
    _________________________      Chief Executive Officer      October 13, 2009
     David J. Cutler                              &
                                   Chief Financial Officer
                                   (Principal Financial and
                                   Accounting Officer)

    /s/ David J. Cutler
    _________________________      Director                     October 13, 2009
    David J. Cutler



    /s/ Redgie Green
    _________________________      Director                     October 12, 2009
    Redgie Green



    /s/ Kristi J. Kampmann
    ________________________       Director                     October 12, 2009
    Kristi J. Kampmann





















                                       48