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

                                  -------------


                                   FORM 10-KSB

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

                    FOR THE FISCAL YEAR ENDED JUNE 30, 2007.

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

                          COMMISSION FILE NO. 000-21477

                                  ASPEON, INC.
              (EXACT NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

                  DELAWARE                                 52-1945748
        (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  registered pursuant to Section 12(g) of the Act: COMMON STOCK, $0.01
PAR VALUE

    Check 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 [ ] No [X]

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

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

    The Registrant's revenues for its fiscal year ended June 30, 2007 were $0.

    The aggregate market value of the voting common stock held by non-affiliates
of the Registrant on September 14, 2007 was approximately  $9,010 based upon the
reported  closing sale price of such shares on the Grey Sheets for that date. As
of  September  14,  2007,  there were  20,000,000  shares  outstanding  of which
9,010,084 shares were held by non-affiliates.

    Transitional Small Business Disclosure Format.  Yes [ ]  No [X]



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<PAGE>


                                  ASPEON, INC.

                        2007 ANNUAL REPORT ON FORM 10-KSB

                                TABLE OF CONTENTS

 ITEM                                DESCRIPTION                            PAGE

Part I

Item 1.    Description of Business...........................................  3

Item 2.    Description of Properties.........................................  7

Item 3.    Legal Proceedings.................................................  8

Item 4.    Submission of Matters to a Vote of Security Holders...............  8

Part II

Item 5.    Market for Common Equity and Related Stockholder Matters..........  8

Item 6.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations.........................................  9

Item 7.    Financial Statements.............................................. 17

Item 8.    Changes in and Disagreements with Accountants on Accounting
           and Financial Disclosure.......................................... 17

Item 8a.   Controls and Procedures........................................... 17

Part III

Item 9.    Directors, Executive Officers, Promoters and Control Persons:
           Compliance with Section 16(a) of the Exchange Act................. 18

Item10.    Executive Compensation............................................ 20

Item 11.   Security Ownership of Certain Beneficial Owners and
           Management........................................................ 21

Item 12.   Certain Relationships and Related Transactions.................... 22

Item 13.   Exhibits ......................................................... 22

Item 14.   Principal Accountant Fees and Services............................ 25


                                       2
<PAGE>

                           FORWARD-LOOKING STATEMENTS

In addition to historical information, some of the information presented in this
Annual Report on Form 10-KSB contains  "forward-looking  statements"  within the
meaning of the  Private  Securities  Litigation  Reform Act of 1995  (the"Reform
Act").  Although  Aspeon,  Inc.  ("Aspeon" 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, vigorously
defend  against  any  further  appeal  that may be made  against  our  currently
successful  defense  of  the  lawsuit  brought  against  us by  certain  of  our
shareholders,  bring our financial records and SEC filings up to date, achieve a
listing on the over the counter  bulletin  board,  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-KSB.  You are urged to
carefully consider these factors, as well as other information contained in this
Form 10-KSB and in our other periodic reports and documents filed with the SEC.

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

INTRODUCTION

We were  incorporated  in the State of Delaware in  September  1995,  as Sunwood
Research, Inc. In December 1999, we changed our name to Aspeon, Inc. Our mailing
address is 2460 West 26th Avenue, Suite 380-C, Denver, Colorado,  80211, and our
telephone number is 303-380-9784.

On January 4, 2001, our shares of common stock were delisted from Nasdaq, due to
a failure to maintain  timely  filings  with the SEC, our shares of common stock
were not  eligible  to be  traded  on the over the  counter  bulletin  board and
commenced trading on the Pink Sheets under the symbol ASPE.PK. Subsequently, our
shares of common stock ceased to be traded on the Pink Sheets and are now traded
on the Gray Sheets.

On June  30,  2003,  we  ceased  the  operations  of all of  existing  operating
subsidiaries and are now focused on reaching satisfactory negotiated settlements
with our outstanding creditors,  vigorously defending against any further appeal
that may be made against our currently successful defense of the lawsuit brought
against us by certain of our  shareholders,  bringing our financial  records and
SEC  filings  up to  date,  raising  debt  and/or,  equity  to  fund  negotiated
settlements  with our creditors and 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.

HISTORICAL BUSINESS OPERATIONS

Prior to our cessation of operations in 2003, our principal business  activities
were:

     - POS PRODUCTS. Javelin Systems, a division of Aspeon, Inc. ("Javelin") and
CCI Group, Inc. ("CCI"), a subsidiary of Aspeon, Inc.,  designed,  manufactured,
marketed  and sold open system  touch  screen  point of sale  ("POS")  computers
primarily to the foodservice and retail industries (the "POS Products").

    -SOLUTION SERVICES.  Through our CCI, Jade Communications  Limited ("Jade"),
RGB/Trinet Limited ("RGB"), (subsequently renamed Javelin Holdings International
Limited (UK)),  (collectively "RGB/Jade") and Aspact IT Services (Singapore) Pte
Ltd. ("Aspact")  subsidiaries,  we provided  information  technology  management
services  for  customers  that did not intend or were not able to hire their own
information  technology  personnel  (the  "Solution  Services").  These services
included network design and management,  installation of computer systems, local
and wide area network support, maintenance and repair, and help desk support.

    - APPLICATION SERVICES PROVIDER. Through our Aspeon Solutions, Inc. ("Aspeon
Solutions"),  Dynamic  Technologies,  Inc.  ("DTI"),  SB Holdings,  Inc. ("SB"),


                                       3
<PAGE>

Restaurant   Consulting  Services  ("RCS")  and  Monument  Software  Corporation
("Monument")  subsidiaries,  we  operated  as an  application  service  provider
("ASP"). Our ASP services enabled software applications to be deployed, managed,
supported and upgraded from centrally located servers, rather than on individual
computers (the "ASP Services").  Our ASP Services primarily were directed toward
customers in the foodservice industry.

Beginning in 2000 through the 2003,  we took steps to  consolidate,  streamline,
and minimize  operations in an attempt to continue  operations.  These  attempts
failed and through a series of business  activities,  we subsequently ceased all
operations. In December 2003, we appointed Frank G Blundo Jr. P.C. as trustee in
an  assignment  for the benefit of the  creditors  of Aspeon and CCI  commencing
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.  The assets  transferred  had a fair
market value of $496,000.  There were outstanding  creditors of $3.7 million who
elected  to  participate  in and be bound by the terms of the  assignment  under
which  they  would no  longer  have any  further  claim  against  Aspeon or CCI.
Consequently,  we recognized a gain of $3.2 million on the  establishment of the
assignment for the benefit of Aspeon and CCI creditors.  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.

Following the establishment for the assignment for the benefit of Aspeon and CCI
creditors in January 2004, we did not have any assets, no operating  business or
other source of income,  outstanding  liabilities in excess of $7.9 million,  an
outstanding  shareholder  lawsuit,  were  substantially in arrears in respect of
maintaining our financial records and our SEC filings,  were no longer listed on
Nasdaq or the over the  counter  bulletin  board and in due course  ceased to be
listed on the Pink Sheets.

In April 2005,  David J. Cutler was appointed as a director and Chief  Executive
Officer. Mr. Cutler was appointed to focus on reaching  satisfactory  negotiated
settlements with our outstanding  creditors,  vigorously  defending  against any
further appeal that may be made against our currently  successful defense of the
lawsuit  brought  against  us by  certain  of  our  shareholders,  bringing  our
financial records and SEC filings up to date,  raising  additional debt and, or,
equity to finance  settlements with creditors and 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.

In April 2005, Mr. Cutler  entered into an agreement  with Frank G. Blundo,  Jr.
P.C.,  trustee of the  assignment  for the benefit of Aspeon and CCI  creditors,
subject to due diligence,  to invest up to $50,000 cash in us for the benefit of
our  creditors in return for a number of shares of our common  stock.  Following
the completion of the due  diligence,  Mr. Cutler agreed to invest $20,000 in us
for the benefit of Aspeon and CCI  creditors in return for a number of shares of
our common stock. The $20,000 was used to satisfy outstanding creditors.  In May
2006,  based on an  independent  third  party  valuation,  the  majority  of our
independent  directors  approved  the issue of  10,536,775  shares of our common
stock to Mr. Cutler for the conversion of $14,243 of his debt into equity.  As a
result of the  issuance,  Mr.  Cutler owned 52.7% of our issued and  outstanding
stock and we still owed him, at the time, approximately $178,000.

In  September  2005,  we were  notified  by the SEC  that  unless  we came  into
compliance with the reporting  requirements under the Securities Exchange Act of
1934, within 15 days, we may be deregistered.  On September 12, 2005. we faxed a
letter to the SEC's Office of  Enforcement  Liaison  indicating our intention to
come into  compliance  with the  reporting  requirements  under  the  Securities
Exchange Act of 1934 by November 15, 2005.

By November 15, 2005.  we completed all required SEC filings for the period July
1, 2003 through September 30, 2005.  However,  we had not completed all required
SEC  filings  in  respect of the period  April 1, 2001  through  June 30,  2003,
although  we had  included  substantial  financial  extracts  and  all  material
disclosures  in respect  of these  periods in the  filings we had  completed  in
respect  of  subsequent  periods.  We  believed  the  cost  to  shareholders  in
completing  these  filings in  respect of these  earlier  periods  exceeded  any
benefit to shareholders in completing  these filings as the information in these
filings  was at  least  two  to  four  years  old,  no  longer  relevant  to our
shareholders given our decision to cease all trading operations made on June 30,
2003 and that all material  information in respect of these earlier  periods has
been made available to our shareholders in our SEC filings for later periods.

In January 2006. we were contacted by the SEC's Office of  Enforcement  Liaison,
who notified us that while they  recognized the progress we had made in bringing
our SEC filings up to date,  they still  considered  us to be  delinquent in our
filings  because  of our  failure to  complete  filings in respect of the period
April 1, 2001  through June 30,  2003.  In August 2006,  on the basis of further
audit work and a review of subsequent  events our independent  auditor completed


                                       4
<PAGE>

the audit of our June 30, 2001 financial statements. In September 2006, we filed
forms 10-QSB for the quarters  ended  September 30, 2001,  December 31, 2001 and
March 31, 2002. We are currently  establishing the likely costs and practicality
of completing  the SEC filings and related  financial  statements for the period
April 1, 2002  through June 30, 2003.  In the meantime  there  continues to be a
risk that our shares of common stock may be  deregistered by the SEC's Office of
Enforcement  Liaison due the  continued  delinquency  of our SEC filings for the
period April 1, 2002 through June 30, 2003.

On March 13,  2006,  Mr.  Cutler,  at that time our sole  director  and officer,
appointed Messrs.  Wesley F. Whiting and Redgie Green, as independent  directors
on our board of directors.

PLANNED OPERATIONS

Our plan of operation is to reach satisfactory  negotiated  settlements with our
outstanding creditors,  vigorously defend against any further appeal that may be
made against our currently  successful defense of the lawsuit brought against us
by certain of our  shareholders,  bring our financial records and SEC filings up
to date, obtain debt or equity finance to meet our ongoing  operating  expenses,
seek re-listing on the over the counter bulletin board 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  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.

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<PAGE>

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
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

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<PAGE>

consummation of a merger or acquisition, as well as audited financial statements
included  in an Annual  Report on Form 10-K (or Form 10-KSB as  applicable).  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.

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, 2007 and 2006,  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 reach satisfactory  negotiated settlements with our
outstanding creditors,  vigorously defend against any further appeal that may be
made against our currently  successful defense of the lawsuit brought against us
by certain of our  shareholders,  bring our financial records and SEC filings up
to date, obtain debt and, or, equity finance to fund negotiated settlements with
our  creditors and 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" in  Management's  Discussion  and Analysis of
Financial Condition and Results of Operations.

ITEM 2. DESCRIPTION OF PROPERTIES

Our mailing  address is 2460 West 26th Avenue,  Suite 380-C,  Denver,  Colorado,
80211 and we maintain two small storage units in Dana Point,  California for our
corporate records.

Currently,  we lease two  storage  units in Dana Point,  California  on month to
month  leases  providing  us 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.

                                       7
<PAGE>

In March  2005,  we  entered  into a three  month  lease for a 300  square  foot
executive  office  suite in Laguna  Hills,  California  at  $1,150  per month to
facilitate  bringing our financial  statements and SEC filings up to date . This
lease was terminated in September 2005.

ITEM 3. LEGAL PROCEEDINGS

There is no pending legal actions against the Company.

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

No matters were  submitted by us to a vote of our  security  holders  during the
fiscal years ended June 30, 2007 and 2006 or subsequent to that date.

                                     PART II

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

Our shares of common  stock were  listed on the Nasdaq  National  Market  System
under the  symbol  "ASPEE."  On  October  10,  2000,  the  Nasdaq  Stock  Market
("Nasdaq")  suspended  trading  in our  shares of common  stock  while it sought
additional  information from us. On October 11, 2000, Nasdaq sent a letter to us
stating that our shares of common stock would be delisted  from Nasdaq if we did
not  file our Form  10-K  for the  fiscal  year  ended  June 30,  2000  with the
Securities  and Exchange  Commission  ("SEC") by October 18, 2000. Our Form 10-K
for the  fiscal  year  ended  June 30,  2000 was not  filed  with the SEC by the
October 18, 2000  deadline.  On  November 9, 2000 we  participated  in a hearing
before the Nasdaq Listing Qualifications Panel which was held for the purpose of
evaluating  whether our shares of common  stock  would  continue to be listed on
Nasdaq or if they  would be  delisted.  Effective  January 4, 2001 our shares of
common stock were delisted from Nasdaq. As we were delinquent in our SEC filings
our  shares  of  common  stock  were not  eligible  to be listed on the over the
counter  bulletin board and  consequently  commenced  trading on the Pink Sheets
under the symbol ASPE.PK.  Subsequently,  our shares of common stock have ceased
to be traded on the Pink Sheets and are now traded on the Grey Sheets.

Last Reported  Price.  On September 14, 2007, the last reported bid price of the
common stock reported on the Grey Sheets was $0.001 per share.

Holders.  As of  September  14,  2007,  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.


                                       8
<PAGE>

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.

ITEM 6. 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

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, 2007, we had $0 in cash and cash  equivalents,  $1,000 of assets,
consisting of prepaid expenses, no operating business or other source of income,
outstanding  current liabilities of $8,203,262,  and a stockholders'  deficit of
$8,202,262.

We are  dependent  on  raising  additional  equity  and/or,  debt  to  fund  any
negotiated  settlements  with our  outstanding  creditors  and 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 be  able  to  negotiate
acceptable  settlements  with our  outstanding  creditors  or fund  our  ongoing
operating expenses.

During the fiscal years ended June 30, 2007 and 2006, one of our directors,  Mr.
Cutler,  advanced  to us $85,000  and  $115,000,  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. In May
2006,  $14,243 of this loan was converted into  10,536,775  shares of our common
stock.  At that  time,  Mr.  Cutler  gained a 53%  controlling  interest  in the
Company.  Since June 30, 2007, Mr. Cutler has continued to make further advances
to us by way of loan to meet our ongoing  operating  expenses and fund the costs
of bringing our financial  statements  and SEC reporting  current,  as required.
There is no assurance  that Mr.  Cutler will continue to provide us with further
funding in the future.

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
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 32 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.



                                       9
<PAGE>

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 34 below.

RESULTS OF OPERATIONS

THE FISCAL YEAR ENDED JUNE 30,  2007  COMPARED TO THE FISCAL YEAR ENDED JUNE 30,
2006

General and Administrative Expenses

General and  administrative  expenses  for the fiscal year ended June 30,  2007,
were  $84,000  compared to $116,000  for the fiscal year ended June 30,  2006, a
decrease of $32,000. The decrease in general and administrative expenses was due
the fact that in the year ended June 30, 2006, we incurred  significant  travel,
rent and contract labor costs during the initial phase of bringing our financial
records and SEC filings up to date.  We  incurred  significantly  lower costs in
respect of travel,  rent and contract  labor in the year ended June 30, 2007 and
are now making  significant  progress in bringing our financial  records and SEC
filings up to date.

Loss on Assignment for the Benefit of Creditors

During the year ended June 30, 2007, we did not recognize any gains or losses on
our assignment  for the benefit of creditors of Aspeon and CCI.  During the year
ended June 30, 2006,  we did recognize a loss of $20,000 on our  assignment  for
the benefit of  creditors  of Aspeon and CCI.  This was loss was a result of the
$20,000  payment that was made to the trustee of the  assignment for the benefit
of Aspeon and CCI creditors.

On April 22, 2005, our sole director,  Mr. Cutler entered into an agreement with
the trustee of the assignment  for the benefit of Aspeon and CCI  creditors,  to
invest up to $50,000 cash in us for the benefit of our creditors in return for a
number of shares of our common stock to be determined.  Following the completion
of the due diligence  process  during the six months ended December 31, 2005, it
was agreed with Frank G Blundo,  Jr.  P.C.,  trustee of the  assignment  for the
benefit of Aspeon and CCI creditors,  that Mr. Cutler would invest $20,000 in us
for the benefit of Aspeon and CCI  creditors in return for a number of shares of
our common stock to be determined.  Accordingly,  in December 2005, the $20,000,
which had been placed in escrow with the trustee was released for the benefit of
Aspeon and CCI creditors.

Loss from Operations

The loss from operations  during the fiscal year ended June 30, 2007 was $84,000
compared to a loss from operations of $136,000 during the fiscal year ended June
30, 2006, a decrease of $52,000.

Other Expense

During the fiscal year ended June 30,  2007,  we incurred  interest  expenses of
$18,000  compared to interest  expense of $11,000 for the fiscal year ended June
30,  2006,  an increase of $7,000.  The increase was a result of the increase in
the  average  principal  balance  of the loan  made to us by our  director,  Mr.
Cutler, to fund our ongoing operating costs between the two periods.

No interest expense was accrued in the fiscal years ended June 30, 2007 and 2006
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,
2007 and 2006, as we generated taxable losses in both fiscal years.

Net Loss

We recognized a net loss of $103,000 during the fiscal year ended June 30, 2007,
compared to a net loss of $147,000 for the fiscal year ended June 30, 2006,  the
increase of $44,000 was due to the factors discussed above.

                                       10
<PAGE>

CASH FLOW INFORMATION FOR THE FISCAL YEARS ENDED JUNE 30, 2007 AND 2006


As of June 30, 2007, we had $0 in cash and cash  equivalents,  $1,000 of assets,
consisting of prepaid expenses, no operating business or other source of income,
outstanding  current  liabilities  of  $8,203,262,  a  stockholders'  deficit of
$8,202,262.

Consequently, we are now dependent on raising additional equity and, or, debt to
fund any  negotiated  settlements  with our  outstanding  creditors and 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 be able to  negotiate
acceptable  settlements  with our  outstanding  creditors  or fund  our  ongoing
operating expenses.

For the year  ended  June 30,  2007,  net cash used in  operations  was  $84,943
compared to net cash used in  operations of $134,979 for the year ended June 30,
2006, a increase of $50,036.  This  increase was a result of the decrease in net
losses offset by an increase in accounts payable in the period.

During the fiscal years ended June 30, 2007 and 2006,  we did not receive or use
any cash in investing activities.

During the fiscal year ended June 30, 2007, we received  $84,936 from  financing
activities.  Mr. Cutler, an officer and director of the Company advanced $84,936
to us to support  on going  activities.  During  the fiscal  year ended June 30,
2006, the Company  received funds of $114,986 from financing  activities.  These
funds included advances of $100,743 from Mr. Cutler and conversion of $14,243 of
a note payable owed to Mr. Cutler into 10,563,775 shares of our common stock.

ACCOUNTING PRONOUNCEMENTS

In February  2006, the FASB issued FASB Statement No. 155, which is an amendment
of FASB  Statements  No. 133 and 140.  This  Statement;  a)  permits  fair value
remeasurement  for any hybrid  financial  instrument  that  contains an embedded
derivative  that  otherwise  would  require  bifurcation,   b)  clarifies  which
interest-only strip and principal-only strip are not subject to the requirements
of  Statement  133,  c)  establishes  a  requirement  to evaluate  interests  in
securitized   financial  assets  to  identify  interest  that  are  freestanding
derivatives or that are hybrid  financial  instruments  that contain an embedded
derivative  requiring  bifurcation,  d) clarifies that  concentrations of credit
risk in the  form of  subordination  are not  embedded  derivatives,  e)  amends
Statement  140 to eliminate  the  prohibition  on a  qualifying  special-purpose
entity  from  holding a  derivative  financial  instrument  that  pertains  to a
beneficial  interest other than another derivative  financial  instrument.  This
Statement is effective for financial statements for fiscal years beginning after
September 15, 2006.  Earlier  adoption of this  Statement is permitted as of the
beginning of an entity's fiscal year, provided the entity has not yet issued any
financial statements for that fiscal year. We does not believe that the adoption
of  FASB  Statement  No.  155  will  have a  material  impact  on our  financial
conditions or results of operation

In March 2006, the Financial  Accounting  Standards  Board (`FASB')  issued FASB
Statement  No.  156,  which  amends  FASB  Statement  No.  140.  This  Statement
establishes,  among other things, that accounting for all separately  recognized
servicing assets and servicing liabilities.  This Statement amends Statement 140
to  require  that all  separately  recognized  servicing  assets  and  servicing
liabilities be initially measured at fair value, if practicable.  This Statement
permits,  but  does  not  require,  the  subsequent  measurement  of  separately
recognized  servicing assets and servicing  liabilities at fair value. An entity
that uses  derivative  instruments  to mitigate the risks  inherent in servicing
assets and  servicing  liabilities  is required to account for those  derivative
instruments at fair value. Under this Statement,  an entity can elect subsequent
fair value measurement to account for its separately recognized servicing assets
and servicing  liabilities.  By electing that option, an entity may simplify its
accounting  because this Statement  permits income statement  recognition of the
potential  offsetting  changes  in fair  value of  those  servicing  assets  and
servicing liabilities and derivative  instruments Is the same accounting period.
This Statement is effective for financial  statements for fiscal years beginning
after September 15, 2006.  Earlier adoption of this Statement is permitted as of
the beginning of an entity's fiscal year, provided the entity has not yet issued
any  financial  statements  for that fiscal  year.  We do not  believe  that the
adoption of FASB Statement No. 156 will have a material  impact on our financial
conditions or results of operation.

In June 2006, the FASB issued  Interpretation  ("FIN") No. 48,  "Accounting  for
Uncertainty in Income Taxes--an  interpretation of FASB Statement No. 109." This
Interpretation  prescribes a recognition threshold and measurement attribute for
the financial  statement  recognition and measurement of a tax position taken or
expected to be taken in a tax return,  and provides  guidance on  derecognition,
classification,   interest  and  penalties,   accounting  in  interim   periods,
disclosure,  and transition.  This  Interpretation is effective for fiscal years
beginning  after December 15, 2006. We believe that FIN No. 48 should not have a
material impact on our financial position or results of operations.


                                       11
<PAGE>

In  September  2006,  the FASB issued SFAS No.  157,  "Fair Value  Measurements"
("SFAS No. 157").  SFAS No. 157 defines fair value,  establishes a framework for
measuring fair value in generally accepted accounting  principles ("GAAP"),  and
expands disclosures about fair value measurements.  This statement applies under
other accounting  pronouncements  that require or permit fair value  measurement
where the FASB has previously  determined that under those  pronouncements  fair
value is the  appropriate  measurement.  This statement does not require any new
fair value  measurements but may require  companies to change current  practice.
This statement is effective for those fiscal years  beginning after November 15,
2007 and to the interim  periods within those fiscal years. We believe that SFAS
No. 157 should not have a material  impact on our financial  position or results
of operations.

In September  2006, the Financial  Accounting  Standards  Board ("FASB")  issued
Statement  of  Financial  Accounting  Standards  ("SFAS")  No. 158,  "Employers'
Accounting for Defined  Benefit Pension and Other  Postretirement  Plans" ("SFAS
No.  158").  SFAS No. 158  requires  employers to recognize  the  overfunded  or
underfunded  status  of a  defined  benefit  postretirement  plan as an asset or
liability  in its  statement of financial  position,  recognize  changes in that
funded  status  in the year in which the  changes  occur  through  comprehensive
income and measure a plan's assets and its obligations that determine its funded
status as of the end of the  employer's  fiscal year. The provisions of SFAS No.
158 are  effective  for fiscal years ending after  December 15, 2006. We believe
that SFAS No. 158 should not have a material impact on our financial position or
results of operations.

In September  2006, the SEC issued Staff  Accounting  Bulletin  ("SAB") No. 108,
"Considering   the  Effects  of  Prior  Year   Misstatements   when  Quantifying
Misstatements  in Current Year Financial  Statements." SAB No. 108 addresses how
the effects of prior year  uncorrected  misstatements  should be considered when
quantifying  misstatements  in current year  financial  statements.  SAB No. 108
requires  companies to quantify  misstatements  using a balance sheet and income
statement   approach  and  to  evaluate   whether  either  approach  results  in
quantifying  an error that is  material in light of  relevant  quantitative  and
qualitative  factors.  SAB No. 108 is effective for period ending after November
15, 2006. The adoption of this SAB is not expected to have a material  effect on
our financial statements.

In February 2007, the Financial  Accounting  Standards  Board (FASB) issued SFAS
No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities -
Including an Amendment  of FASB  Statement  No.  115".  This  statement  permits
entities to choose to measure many financial instruments and certain other items
at fair  value.  Most of the  provisions  of SFAS No. 159 apply only to entities
that  elect the fair  value  option.  However,  the  amendment  to SFAS No.  115
"Accounting for Certain  Investments in Debt and Equity  Securities"  applies to
all entities with  available-for-sale  and trading  securities.  SFAS No. 159 is
effective as of the beginning of an entity's first fiscal year that begins after
November 15, 2007.  Early  adoption is permitted as of the beginning of a fiscal
year that begins on or before November 15, 2007, provided the entity also elects
to apply the provision of SFAS No. 157, "Fair Value  Measurements." The adoption
of this  statement  is not expected to have a material  effect on our  financial
statements.

In March 2007,  the FASB ratified the Emerging  Issues Task Force ("EITF") Issue
No.  06-11,  Accounting  for Income Tax  Benefits  of  Dividends  on Share Based
Payment Awards ("EITF  06-11").  EITF 06-11 requires  companies to recognize the
income tax benefit  realized  from  dividends or dividend  equivalents  that are
charged   to   retained   earnings   and  paid  to   employees   for   nonvested
equity-classified  employee  share-based  awards as an  increase  to  additional
paid-in  capital.  EITF 06-11 is  effective  for fiscal  years  beginning  after
September  15,  2007.  The  adoption  of EITF  06-11 is not  expected  to have a
material effect on our financial statements.

In  June  2007,  the  FASB  ratified  EITF  Issue  No.  07-03,   Accounting  for
Nonrefundable Advance Payments for Goods and Services Received for Use in Future
Research  and  Development   Activities  ("EITF  07-03").  EITF  07-03  requires
companies to defer nonrefundable  advance payments for goods and services and to
expense  that  advance  payment  as the  goods are  delivered  or  services  are
rendered. If the company does not expect to have the goods delivered or services
performed,  the advance  should be expensed.  EITF 07-03 is effective for fiscal
years  beginning  after  December  15,  2007.  The adoption of EITF 07-03 is not
expected to have a material effect on our financial statements.

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.

SUBSEQUENT EVENTS

None.


                                       12
<PAGE>

                                  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-KSB, 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  reach  satisfactory  negotiated
settlements  with our  outstanding  creditors,  vigorously  defend  against  any
further appeal that may be made against our currently  successful defense of the
lawsuit brought against us by certain of our  shareholders,  bring our financial
records  and SEC  filings  up to date,  raise  debt  and/or,  equity to fund the
settlements  with creditors or 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 A SUBSTANTIAL BALANCE OF OUTSTANDING LIABILITIES

At June 30, 2007, we had outstanding  liabilities of approximately $ 8.2 million
due to  creditors  who were not  eligible to be part of the  assignment  for the
benefit of Aspeon and CCI  creditors,  or who elected not to  participate in our
assignment  for the benefit of Aspeon and CCI creditors.  We have no assets,  no
operating  business or our source of income  from which to pay these  creditors.
Accordingly  we must  attempt to  negotiate  acceptable  settlements  with these
outstanding  creditors and then attempt to raise debt and, or, equity funding to
finance the payment of the agreed settlements. There can be no assurance that we
shall be able to negotiate acceptable settlements with our outstanding creditors
or that we shall be able to raise the necessary  debt and, or, equity finance to
fund any such agreed  settlements.  If we are unable to settle these liabilities
it is  unlikely  that  we  will  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 HAVE INCURRED SIGNIFICANT LOSSES AND ANTICIPATE FUTURE LOSSES

At June 30,  2007,  we had an  accumulated  deficit in excess $93  million and a
stockholders' deficit of approximately $8.2 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,  2007  and 2006  from our
independent accountants that include an explanatory paragraph stating that there
is  substantial  doubt  about  our  ability  to  continue  as a  going  concern.
Consistent with our business plan, we plan on reaching  satisfactory  negotiated
settlements  with our  outstanding  creditors,  vigorously  defend  against  any
further appeal that may be made against our currently  successful defense of the
lawsuit  brought  against  us by  certain  of  our  shareholders,  bringing  our
financial  records and SEC filings up to date,  raising  additional debt and/or,
equity to fund settlements with our creditors and 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 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


                                       13
<PAGE>

operations.  In  pursuing  acquisition  opportunities,  we  compete  with  other
companies  with similar  strategies.  Competition  for  acquisition  targets may
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

Our executive officers,  directors, and holders of 5% or more of our outstanding
common stock beneficially own approximately 70% of our outstanding common stock.
As a result,  they  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
be resolved  only  through  exercise  of such  judgment  as is  consistent  with
fiduciary  duties to us.  See  "Directors,  Executive  Officers,  Promoters  and
Control Persons" (page 25), and "Conflicts of Interest." (page 26).

                                       14
<PAGE>

OUR CHIEF EXECUTIVE OFFICER HAS THE ABILITY TO EFFECTIVELY CONTROL SUBSTANTIALLY
ALL ACTIONS TAKEN BY STOCKHOLDERS

Mr. Cutler,  an officer and director of the Company owns in excess of our 50% of
our issued  and  outstanding  common  stock and is able to  effectively  control
substantially all actions taken by our  stockholders,  including the election of
directors.  Such  concentration  of  ownership  could  also  have the  effect of
delaying,  deterring or  preventing a change in control that might  otherwise be
beneficial to stockholders  and may also discourage  acquisition bids for us and
limit the amount  certain  investors  may be willing to pay for shares of common
stock.

LOSS OF  CONTROL  BY OUR  PRESENT  MANAGEMENT  AND  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.

WE ARE OUT OF COMPLIANCE WITH THE LISTING  REQUIREMENTS OF THE NASDAQ MARKET AND
HAVE NOT BEEN LISTED ON THE OVER THE COUNTER BULLETIN BOARD

In October 2000,  the Nasdaq Stock Market  ("Nasdaq")  suspended  trading in the
shares of our common stock while it sought  additional  information  from us. On
November  9, 2000,  we  participated  in a hearing  before  the  Nasdaq  Listing
Qualifications  Panel which was held for the purpose of  evaluating  whether the
shares of our  common  stock  would  continue  to be listed on Nasdaq or if they
would be  delisted.  Effective  as of January 4, 2001,  the shares of our common
stock was  delisted  from the Nasdaq.  As we were in arrears in our filings with
the SEC the shares of our common stock was not eligible to be traded on the over
the counter bulletin board and consequently commenced trading on the Pink Sheets
under the symbol ASPE.PK.  Subsequently the shares of our common stock ceased to
be traded on the Pink  Sheets  and are now  traded on the Gray  Sheets.  Failure
obtain a listing on the over the counter bulletin board may adversely  effective
our  ability  to  acquire  another  entity  with   experienced   management  and
opportunities  for growth in return for shares of our common stock in an attempt
to create value for our shareholders.

THE SEC HAS INDICATED THAT IT MAY DEREGISTER SHARES OF OUR COMMON STOCK

In  September  2005,  we were  notified  by the SEC  that  unless  we came  into
compliance with the reporting  requirements under the Securities Exchange Act of
1934,  within 15 days, we may be deregistered.  On September 12, 2005 we faxed a
letter to the SEC's Office of  Enforcement  Liaison  indicating our intention to
come into  compliance  with the  reporting  requirements  under  the  Securities
Exchange Act of 1934 by November 15, 2005.

By November 15, 2005,  we completed all required SEC filings for the period July
1, 2003 through September 30, 2005.  However,  we had not completed all required
SEC  filings  in  respect of the period  April 1, 2001  through  June 30,  2003,
although  we had  included  substantial  financial  extracts  and  all  material
disclosures  in respect  of these  periods in the  filings we had  completed  in
respect  of  subsequent  periods.  We  believed  the  cost  to  shareholders  in
completing  these  filings in  respect of these  earlier  periods  exceeded  any
benefit to shareholders in completing  these filings as the information in these
filings  was at  least  two  to  four  years  old,  no  longer  relevant  to our
shareholders given our decision to cease all trading operations made on June 30,
2003 and that all material  information in respect of these earlier  periods has
been made available to our shareholders in our SEC filings for later periods.

                                       15
<PAGE>

In January 2006, we were contacted by the SEC's Office of  Enforcement  Liaison,
who notified us that while they  recognized the progress we had made in bringing
our SEC filings up to date,  they still  considered  us to be  delinquent in our
filings  because  of our  failure to  complete  filings in respect of the period
April 1, 2001  through June 30,  2003.  In August 2006,  on the basis of further
audit work and a review of subsequent  events our independent  auditor completed
the audit of our June 30, 2001 financial statements. In September 2006, we filed
forms 10-QSB for the quarters  ended  September 30, 2001,  December 31, 2001 and
March 31, 2002. We are currently  establishing the likely costs and practicality
of completing  the SEC filings and related  financial  statements for the period
April 1, 2002  through June 30, 2003.  In the meantime  there  continues to be a
risk that our shares of common stock may be  deregistered by the SEC's Office of
Enforcement  Liaison due the  continued  delinquency  of our SEC filings for the
period April 1, 2002 through June 30, 2003.

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

Our  securities  are currently  listed on the  GreySheets,  and we are currently
seeking to have them listed on the over the counter  bulletin board.  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
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.

                                       16
<PAGE>

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 one year 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
two years. 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

Our intention is for our shares of common stock to become listed on the Over the
Counter  Bulletin  Board.  If we do  obtain 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 7. FINANCIAL STATEMENTS

Our financial statements are included herein commencing on page 27.

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

As reported  in the  Current  Report on Form 8-K filed on  September  15,  2005,
effective  September 12, 2005, we appointed Larry O'Donnell,  CPA as our auditor
in succession to BDO Seidman, LLP.

We have not had any disagreements with our auditors.

ITEM 8A    CONTROLS and PROCEDURES

We conducted an evaluation of the  effectiveness  of the design and operation of
our   disclosure   controls  (as  defined  in  Exchange  Act  Rules   13a-14(c))
("Controls")  as of June 30, 2007 (the  "Evaluation  Date").  The evaluation was
supervised  by David J.  Cutler,  our  Chief  Executive  Officer  and  Principal
Accounting Officer, to test the effectiveness of Controls. Controls are designed
to reasonably  assure that  information  required to be disclosed in our reports
filed  under  the  Exchange  Act,  such  as this  Annual  Report,  is  recorded,
processed, summarized and reported within the time periods as required. Controls
are also designed to reasonably  assure that such information is accumulated and
communicated to our management.

Management does not expect that the Controls will prevent all errors.  No matter
how well designed,  Controls cannot provide absolute assurance that the system's
objectives will be met. Due to resource constraints, the design of Controls must
be  considered  relative to their  costs.  No  evaluation  can provide  absolute
assurance  that  all of the  Company's  control  issues  will  be  detected  and

                                       17
<PAGE>

corrected.  Controls can be circumvented by individual acts, by collusion of two
or more  people  or by  override  of the  controls.  We have  had  only  limited
operations as of the Evaluation  Date and the Controls in place at that time may
be inadequate for future operations.

After evaluating the effectiveness of our Controls, Mr. Cutler concluded that as
of the Evaluation  Date, our Controls were adequate and 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
Form  10-KSB  was being  prepared.  There  were no  significant  changes  in our
internal  controls  or in other  factors  that  could  significantly  affect our
disclosure  controls and procedures  subsequent to the Evaluation  Date, nor any
significant  deficiencies or material weaknesses in such disclosure controls and
procedures requiring corrective actions. As a result, no corrective actions were
taken.  However,  it should be noted that we intend to acquire another operating
business.   The  Controls  necessary  for  such  new  operations  will,  in  all
likelihood, be significantly different from the current Controls.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT

DIRECTORS AND EXECUTIVE OFFICERS

On April 22, 2005,  David J. Cutler was appointed as a director and as president
and following such appointment,  Robert P. Stack submitted his resignation as an
officer and director.

In March 2006, Messrs.  Wesley F. Whiting and Redgie Green were appointed to our
Board of Directors.

As of June 30, 2007, our directors and officers were:


          NAME                AGE             POSITION

   David J. Cutler            51      President,   Chief  Executive   Officer,

   Wesley F Whiting           74      Secretary and Director

   Redgie Green               52       Director

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.
(formerly Cavion Technologies,  Inc.), a publicly listed shell company and Chief
Executive  Officer,  Chief Financial Officer and a director of Atomic Paintball,
Inc., a development  stage owner and operator of paintball  parks,  since August
2006. 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.

WESLEY F.  WHITING,  age 74,  Secretary  and Director.  Mr.  Whiting  became our
secretary and director in March 2006.. Mr. Whiting was President,  Director, and
Secretary of Berge Exploration,  Inc.  (1978-88) and President,  Vice President,
and director of NELX, Inc.  (1994-1998),  and was Vice President and director of
Intermountain  Methane  Corporation  (1988-1991),   and  President  of  Westwind
Production,  Inc.  (1997-1998).  He was a director of Kimbell deCar  Corporation


                                       18
<PAGE>

from 1998,  until 2000 and he has been  President  and a  director  of  Dynadapt
System,  Inc. since 1998. He was a Director of Colorado Gold & Silver, Inc. from
1999 to 2000. He was President and director of Business  Exchange  Holding Corp.
from 2000 to 2002 and Acquisition Lending, Inc. (2000-2002). He was director and
Vice  President of Utilitec,  Inc, 1999 to 2002, and has been Vice President and
director of Agro  Science,  Inc.  since 2001.  He was  President and director of
Premium  Enterprises,  Inc.  from October 2002 to December 31, 2002.  He is Vice
President and director of Evergreen Associates,  Inc. and Resource Science, Inc.
He was appointed  Director and Secretary of BSA SatelLINK,  Inc. in 2002. He was
President and Director of Fayber Group, Inc. from 2003 to 2005 when he resigned.
He has also been Director of Life USA, Inc. since 2003. He has been appointed as
an officer and director of Captech  Financial,  Inc. in May 2006. He served as a
director of Baymark  Technologies,  Inc. 2005-2006.  He is a director of Concord
Ventures, Inc. (formerly Cavion Technologies, Inc.) (2006).

Redgie  Green,  age 54.  Director.  Mr.  Green has served as a  director  of the
Company, since March 2006. Mr. Green has been Secretary and Director of Dynadapt
Systems,  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  adventures  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 recently  served as a
director  for  Mountains  West  Exploration,  Inc in 2005.  He is a director  of
Concord  Ventures,  Inc.  (formerly  Cavion  Technologies,  Inc.) (2006) and was
appointed as an officer and director of Captech Financial,  Inc. in May 2006. He
served as a director of Baymark Technologies, Inc. 2005-2006.

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
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.

                                       19

<PAGE>

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, 2007, 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,  Wesley F
Whiting and Redgie Green 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 functions.

ITEM 10. 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, 2007 and
2006 (the "Named Executive Officers"):

<TABLE>
<CAPTION>

                                   SUMMARY COMPENSATION TABLE

                                                                          Noneequity     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,    2007      $60,000     $-0-      $ -0-      $ -0-        $ -0-            $-0-            $-0-        $60,000
CFO and Director    2006      $60,000     $-0-      $ -0-      $ -0-        $ -0-            $-0-            $-0-        $60,000
</TABLE>

EMPLOYMENT AND CONSULTING AGREEMENTS

There were no employment  contracts or consulting  agreements with our directors
or officers during the fiscal years ended June 30, 2007 and 2006.


                                       20
<PAGE>

                              DIRECTOR COMPENSATON

The following table sets forth certain information concerning  compensation paid
to the Company's directors during the year ended June 30, 2007:

<TABLE>
<CAPTION>

                                                                                      Nonqualified
                                                                       Non-equity       deferred
                   Fees earned or                                      incentive      compensation       All other
                    paid in cash     Stock awards    Option awards        plan          earnings       compensation         Total
      Name               ($)              ($)             ($)         compensation         ($)            ($) (1)            ($)
                                                                          ($)
------------------ ---------------- --------------- ---------------- --------------- ---------------- ---------------- -------------
<S>                <C>              <C>             <C>              <C>             <C>              <C>              <C>

David J. Cutler         $ -0-            $ -0-           $ -0-           $ -0-            $ -0-          $ 60,000         $ 60,000
------------------ ---------------- --------------- ---------------- --------------- ---------------- ---------------- -------------
Wesley Whiting          $ -0-            $ -0-           $ -0-           $ -0-            $ -0-            $ -0-            $ -0-
------------------ ---------------- --------------- ---------------- --------------- ---------------- ---------------- -------------
Redgie Green            $ -0-            $ -0-           $ -0-           $ -0-            $-0-             $ -0-            $ -0-
------------------ ---------------- --------------- ---------------- --------------- ---------------- ---------------- -------------
</TABLE>

     (1) The other  compensation  consists  of the  individual's  salary for his
     services as an officer of the Company for the year ended June 30, 2007


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
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, 2007 or 2006.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following  tables set forth  certain  information  regarding  beneficial
ownership of our common stock, as of September 14, 2007, 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.

                                       21
<PAGE>

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 of September 14, 2007:

                                                        NUMBER OF    PERCENT OF
       NAME AND ADDRESS OF BENEFICIAL OWNER (1)          SHARES      OUTSTANDING
    ---------------------------------------------    -------------  ------------

    David J. Cutler                                   10,989,916
    Wesley F. Whiting                                          0              0%
    Redgie Green                                               0              0%
                                                     ------------   ------------
    All executive officers and directors as a
        group, 3 people.                              10,989,916           55.0%


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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the fiscal years ended June 30, 2007 and 2006,  an officer and  director,
Mr. Cutler, advanced to us $85,000 and $115,000,  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. On May
31, 2006, $14,243 of this debt was converted to equity. Since June 30, 2007, Mr.
Cutler has  continued to make further  advances to us by way of loan to meet our
ongoing  operating  expenses  and  fund  the  costs of  bringing  our  financial
statements and SEC reporting up to date as required.  There is no assurance that
Mr. Cutler will continue to provide us with further funding in the future.

                                     PART IV

ITEM 13. EXHIBITS

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

         (i) Financial  Statements.  See   Index  to  Financial  Statements  and
         Schedule on page 26 of this Report.

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



   EXHIBIT
   NUMBER                         DESCRIPTION AND METHOD OF FILING
  --------        --------------------------------------------------------------

     2.0(15)      Share Sale Agreement dated January 17, 2003 entered into by
                  Aspeon, Inc. and Matthew James Maley.

     3.1(8)       Registrant's Amended and Restated Certificate of Incorporation

     3.2          Registrant's Certificate of Amendment to Amended and Restated
                  Certificate of Incorporation.

     3.3(10)      Registrant's Certificate of Designations, Preferences and
                  Rights of the Series A Convertible Exchangeable Preferred
                  Stock.

     3.4(1)       Registrant's Amended and Restated Bylaws.

     4.1(1)       Form of Common Stock Certificate of Registrant.

                                       22
<PAGE>

    10.1(1)       Form of Indemnity Agreement entered into between the Company
                  and its directors and executive officers.*

    10.1 (12)     Agreement relating to the purchase of the whole of the issued
                  share capital of Javelin Holdings International Limited.

    10.1 (13)     Mutual Release and Settlement Agreement dated a of March 22
                  between the Company and Castle Creek Technology Partners LLC

    10.1 (14)     Secured Convertible Promissory Note Purchase Agreement dated
                  September 12, 2002 entered into by Aspeon, Inc., Richard
                  Stack, Kenneth Kadlec and Horace Hertz.

    10.2 (14)     Security dated September 12, 2002 entered into by Aspeon,
                  Inc., Richard Stack, Kenneth Kadlec and Horace Hertz.

    10.2(1)       1996 Stock Incentive Award Plan (the "1996 Plan").*

    10.3 (14)     Form of Secured Convertible Promissory Note payable by Aspeon,
                  Inc., to each of Richard Stack, Kenneth Kadlec and Horace
                  Hertz.

    10.3(1)       Form of Director Non-Qualified Stock Option Agreement under
                  the 1996 Plan.*

    10.4(1)       Form of Employee Non-Qualified Stock Option Agreement under
                  the 1996 Plan.*

    10.5(6)       1997 Equity Incentive Plan, as amended.*

    10.6(6)       Form of Incentive Stock Option Agreement under the 1997 Plan.*

    10.7(6)       Form of Nonstatutory Stock Option Agreement under the 1997
                  Plan.*

    10.8(1)       Employment Agreement dated August 19, 1996 by and between the
                  Company and Richard P. Stack.*

    10.9(6)       Employment Agreement dated January 1, 1998 by and between CCI
                  Group, Inc. and Robert Nichols.*

    10.10(6)      Standard  Industrial/Commercial Multi-Tenant Lease-Modified
                  Net dated January 27, 1998 by and between the Company and BRS-
                  Campo Investment Company LP.

    10.11(1)      Standard Industrial/Commercial Single-Tenant Lease-Gross dated
                  October  19,  1995 by and  between  the  Company and Robert P.
                  Peebles Trust, dated April 11, 1979.

    10.12(2)      Standard Sublease dated September 9, 1997 by and between the
                  Company, D. Howard Lewis and William R. Miller.

    10.13(6)      The Business Center Office/Warehouse Lease dated April 4, 1997
                  by and between CCI Group, Inc and Nooney Krombech Company.

    10.14(2)      Distributor Agreement dated March 14, 1997 by and between the
                  Company and ScanSource, Inc.

    10.15(6)      Loan and Security Agreement dated June 8, 1998 by and among
                  the Company, CCI Group, Inc., Posnet Computers, Inc. and
                  Finova Capital Corporation and related Secured Promissory
                  Note, Pledge Agreement and Secured Continuing Corporate
                  Guarranty.

    10.16(6)      Form of Warrant issued by the Company in favor of Finova
                  Capital Corporation.

    10.17(8)      Second and Third Amendments to Loan and Security Agreement
                  dated December 15, 1998 and January 10, 1999, respectively by
                  and among the Company, CCI Group, Inc., Posnet Computers, Inc.
                  and FINOVA Capital Corporation and related Security Promissory
                  Note, Pledge Agreement and Secured Continuing Corporate
                  Guaranty.

                                       23
<PAGE>

    10.18(7)      Stock Purchase Agreement, dated April 23, 1999 by and among
                  Javelin Systems, Inc., Dynamic Technologies, Inc., SB Hold-
                  ings, Inc., John Biglin, Denise Biglin and John Seitz.

    10.19(9)      1999 Non-Officer Stock Option Plan.*

    10.20(9)      Form of non-qualified stock option agreement under the 1999
                  Non-Officer Stock Option Plan.*

    10.21(9)      Form of 1999 Plan Stock Option Grant Notice.*

    10.22(10)     Securities Purchase Agreement, dated as of March 7, 2000, by
                  and among the Company, Aspeon Solutions, Inc. and Marshall
                  Capital Management, Inc.

    10.23(10)     Warrant to Purchase  Common Stock of the Company,  dated as of
                  March 8,  2000  issued  by the  Company  in  favor of  Marshal
                  Capital Management, Inc.

    10.24(10)     Warrant to Purchase Common Stock of Aspeon Solutions, Inc.
                  dated as of March 8, 2000, issued by Aspeon Solutions, Inc. in
                  favor of Marshall Capital Management, Inc.

    10.25(10)     Registration Rights Agreement, dated as of March 7, 2000 by
                  and among the Company, Aspeon Solutions, Inc. and Marshal
                  Capital Management, Inc.

    10.26         Sixth Amendment and Waiver to Loan and Security Agreement
                  Between Aspeon, Inc., CCI Group, Inc. and Finova Capital
                  Corporation.

    16.1 (11)     Letter from PricewaterhouseCoopers, LLP addressed to the
                  Securities and Exchange Commission.

    16.1 (16)     Letter from BDO Seidman, LLP addressed to the Securities and
                  Exchange Commission.

    31            Certification of Chief Executive Officer pursuant to Section
                  302 of the Sarbanes-Oxley Act.

    32            Certification of Principal Executive Officer pursuant to
                  Section 906 of the Sarbanes-Oxley Act.

(1)       Filed as an exhibit to the  Company's  Registration  Statement on Form
          SB-2,  as  amended  (No.   333-11217),   and  incorporated  herein  by
          reference.

(2)       Filed as an exhibit to the Company's  Annual Report on Form 10-KSB for
          the  fiscal  year  ended  June 30,  1997 and  incorporated  herein  by
          reference.

(3)       Filed as an exhibit to the Company's  Current Report on Form 8-K dated
          December 30, 1997 and incorporated herein by reference.

(4)       Filed as an  exhibit  to the  Company's  Current  Report on Form 8-K/A
          dated March 4, 1998 and incorporated herein by reference.

(5)       Filed as an exhibit to the Company's  Current Report on Form 8-K dated
          January 5, 1998 and incorporated herein by reference.

(6)       Filed as an exhibit to the Company's  Annual Report on Form 10-KSB for
          the  fiscal  year  ended  June 30,  1998 and  incorporated  herein  by
          reference.

(7)       Filed as an exhibit to the Company's  Current Report on Form 8-K filed
          May 3, 1999, and incorporated herein by reference.

(8)       Filed as an exhibit to the Company's  Quarterly  report on Form 10-QSB
          for the quarter  ended  December 31, 1998 and  incorporated  herein by
          reference.

(9)       Filed as an exhibit to the Company's  Annual Report on Form 10-KSB for
          the  fiscal  year  ended  June 30,  1999 and  incorporated  herein  by
          reference.

                                       24
<PAGE>

(10)      Filed as an exhibit to the Company's  Current Report on Form 8-K dated
          March 9, 2000 and incorporated herein by reference.

(11)      Filed as an exhibit to the Company's  Current Report on Form 8-K dated
          January 21, 2001 and incorporated herein by reference

(12)      Filed as an exhibit to the Company's  Current Report on Form 8-K dated
          April 8, 2002 and incorporated herein by reference

(13)      Filed as an exhibit to the Company's  Current Report on Form 8-K dated
          May 14, 2002 and incorporated herein by reference

(14)      Filed as an exhibit to the Company's  Current Report on Form 8-K dated
          September 27, 2002 and incorporated herein by reference

(15)      Filed as an exhibit to the Company's  Current Report on Form 8-K dated
          February 3, 2003 and incorporated herein by reference.

(16)      Filed as an exhibit to the Company's  Current Report on Form 8-K dated
          September 15, 2005 and incorporated herein by reference.

     * Management contract or compensatory plan or arrangement of the Company.


ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

We incurred no  aggregate  fees and  expenses to our former  auditors,  BDO, and
$3,850 and $5,540 to our current auditors,  O'Donnell, in the fiscal years ended
June 30, 2007 and 2006 respectively.

Tax Fees

We did not  incur  any tax  fees to our  former  auditor,  BDO,  or our  current
auditors,  O'Donnell,  in the  fiscal  years  ended  June 30,  2007 and 2006 for
professional services rendered for tax compliance, tax advice, and tax planning.
No tax fees were incurred in these fiscal years to conserve cash resources.

All Other Fees

We did not incur any other professional fees to our former auditor,  BDO, or our
current auditors, O'Donnell, in the fiscal years ended June 30, 2007 and 2006 to
conserve cash resources.

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.

As reported in the Form 8-K filed on September 15, 2005, effective September 12,
2005 we appointed O'Donnell as auditors in succession to BDO.


                                       25
<PAGE>

                          INDEX TO FINANCIAL STATEMENTS

                                                                           PAGE

REPORT ON THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.........        27

CONSOLIDATED BALANCE SHEETS - June 30, 2007 and 2006................        28

CONSOLIDATED STATEMENTS OF OPERATIONS -- For the Years Ended June 30,
2007 and 2006.......................................................        29

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT -
For the Years Ended June 30, 2007 and 2006..........................        30

CONSOLIDATED STATEMENTS OF CASH FLOWS -- For the Years Ended June 30,
2007 and 2006.......................................................        31

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS..........................        32











                                       26


<PAGE>

           REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Aspeon, Inc.
Denver, Colorado

I have audited the  accompanying  balance sheets of Aspeon,  Inc. as of June 30,
2007 and 2006 and the related statements of operations,  stockholders'  deficit,
and cash  flows for the years  ended  June 30,  2007 and 2006.  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 Aspeon,  Inc. as of June 30, 2007
and 2006 and the results of it's  operations  and cash flows for the years ended
June 30,  2007 and  2006 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, had a working capital
deficit  as of  June  30,  2007  and  2006  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 CPA, PC
Larry O'Donnell CPA, PC
Aurora, Colorado
August 31, 2007


                                       27
<PAGE>

<TABLE>
<CAPTION>

                                          ASPEON, INC.
                                  CONSOLIDATED BALANCE SHEETS


                                                                                                       JUNE 30,
                                                                                                2007             2006
                                                                                         ----------------------------------
<S>                                                                                      <C>              <C>
                              ASSETS

CURRENT ASSETS

      Cash & Cash Equivalents                                                            $              0 $              7
      Accounts Receivable                                                                               0                0
      Other Receivables                                                                                 0                0
      Inventory                                                                                         0                0
      Prepaid Expenses                                                                              1,000              188

                                                                                         ----------------------------------
                  Total Current Assets                                                              1,000              195

FIXED ASSETS                                                                                            0                0

OTHER ASSETS                                                                                            0                0

                                                                                         ----------------------------------
      TOTAL ASSETS                                                                       $          1,000 $            195
                                                                                         ==================================

                              LIABILITIES & STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

      Accounts Payable                                                                   $      6,757,616 $      6,757,616
      Unearned Income & Customer Deposits                                                         236,128          236,128
      Accrued Expenses                                                                            599,245          580,809
      Notes Payable                                                                               402,078          317,141
      Deferred Earnouts                                                                           208,195          208,195

                                                                                         ----------------------------------
                  Total Current Liabilities                                                     8,203,262        8,099,889

COMMITMENTS AND CONTINGENCIES (Note. 8)

STOCKHOLDERS' DEFICIT

      Preferred Stock, $0.01 par value: 990,000 shares authorized (1,000,000                            0                0
      authorized, net 10,000 designated as mandatorily redeemable stock), no
      shares issued and outstanding.
      Common Stock, $0.01 par value: 20,000,000 shares authorized,  20,000,000                    200,000          200,000
      shares issued and outstanding.
      Additional Paid In Capital                                                               84,846,965       84,846,965
      Treasury Stock                                                                              (60,000)         (60,000)
      Accumulated Deficit                                                                     (93,189,227)     (93,086,659)
                                                                                         ----------------------------------
                  Total Stockholders' Deficit                                                  (8,202,262)      (8,099,694)

                                                                                         ----------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                              $          1,000 $            195
                                                                                         ==================================

          See accompanying Notes to Consolidated Financial Statements.
</TABLE>

                                       28

<PAGE>

<TABLE>
<CAPTION>

                                  ASPEON, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                         FOR THE YEARS ENDED
                                                                               JUNE 30,
                                                                        2007            2006
                                                                 ---------------------------------
<S>                                                              <C>                <C>

OPERATING EXPENSES / (INCOME)

      General & Administrative Expenses                                    84,132         116,166
      Loss on Assignment for the Benefit of Creditors                           0          20,000

                                                                 ---------------------------------
      Total Operating Expenses / (Income)                                 (84,132)       (136,166)

OPERATING PROFIT / (LOSS)                                                 (84,132)       (136,166)

Interest and Other Income / (Expenses) Net                                (18,436)        (11,017)
                                                                 ---------------------------------
Profit / (Loss) before Income Taxes                                      (102,567)       (147,183)

Provision for Income Taxes                                                -               -

                                                                 ---------------------------------
NET PROFIT / (LOSS)                                              $       (102,567)  $    (147,183)
                                                                 =================================

NET PROFIT / (LOSS) PER COMMON SHARE

      Basic & Diluted                                                      ($0.01)         ($0.09)
                                                                 =================================

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

      Basic & Diluted                                                  20,000,000       1,643,836
                                                                 =================================










          See accompanying Notes to Consolidated Financial Statements.
</TABLE>


                                       29

<PAGE>

<TABLE>
<CAPTION>

                                          ASPEON, INC.
                        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                           FOR THE YEARS ENDED JUNE 30, 2007 and 2006

                     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, June 30,
    2005            9,436,225    94,361  (200,000)  (60,000)  84,938,361   (93,158,526)    71,867                 (8,113,937)

Net & Comprehen-
    sive (Loss)                                                               (147,183)              (147,183)      (147,183)
                                                                                                   ===========

Issue of equity    10,563,775   105,639                          (91,396)                                             14,243

                   -----------  -------- ---------  --------  ----------- -------------  ---------                 -----------
Balance, June 30,
    2006           20,000,000 $ 200,000  (200,000) $(60,000) $84,846,965 $ (93,158,526)  $ 71,867                $(8,099,694)

Net & Comprehen-
    sive (Loss)                                                               (102,567)              (102,567)      (102,567)
                                                                                                   ===========
                   ----------  --------  --------  --------  -----------  ------------  ---------                  ----------
Balance, June 30,
    2007           20,000,000 $ 200,000  (200,000) $(60,000) $84,846,965 $ (93,261,093)  $ 71,867                $(8,202,261)
                   =========== ========  =========  ======== ===========  ============= =========                 ===========











        See accompanying Notes to Consolidated Financial Statements.
</TABLE>


                                       30

<PAGE>

<TABLE>
<CAPTION>

                                     ASPEON, INC.
                         CONSOLIDATED STATEMENT OF CASH FLOWS


                                                                                FOR THE YEAR ENDED
                                                                                      JUNE 30
                                                                               2007            2006
                                                                         -------------------------------
<S>                                                                      <C>              <C>
CASH FLOW PROVIDED BY / (USED IN) OPERATING ACTIVITIES

NET  PROFIT / (LOSS)                                                     $     (102,567)  $    (147,183)

ADJUSTMENTS TO RECONCILE NET PROFIT / (LOSS) TO NET CASH
PROVIDED BY / (USED IN) OPERATING ACTIVITIES                                          0               0

CHANGES IN OPERATING ASSETS & LIABILITIES

      (Increase)/Decrease in Other Receivables                                        0           5,134
      (Increase)/Decrease in Prepaid Expenses                                      (812)            962
      Increase/(Decrease) in Accounts Payable                                         0          (4,908)
      Increase/(Decrease) in Accrued Expenses                                    18,436          11,016

                                                                         -------------------------------
      Total Cash Flow provided by / (used in) Operating Activities              (84,943)       (134,979)

CASH FLOW FROM INVESTING ACTIVITIES                                                   0               0

                                                                         -------------------------------
      Total Cash Flow provided by / (used in) Investing Activities                    0               0

CASH FLOW FROM FINANCING ACTIVITIES
      Advances under Notes Payable                                               84,936         100,743
      Conversion on Notes Payable to Equity                                           0          14,243

                                                                         -------------------------------
      Total Cash Flow provided by / (used in)  Financing Activities              84,936         114,986

INCREASE / (DECREASE) IN CASH & CASH EQUIVALENTS                         $           (7)  $     (19,993)
                                                                         ===============================

Cash and Cash Equivalents at the beginning of the period                 $            7   $      20,000
                                                                         ===============================
Cash and Cash Equivalents at the end of the period                       $            0   $           7
                                                                         ===============================

SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION
Cash paid for interest                                                   $            0   $           0
                                                                         -------------------------------
Cash paid for income tax                                                 $            0   $           0
                                                                         -------------------------------







      See accompanying Notes to Consolidated Financial Statements.
</TABLE>

                                       31

<PAGE>

                                  ASPEON, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES:

Aspeon,  Inc. (the "Company") was incorporated in September 1995 in the State of
Delaware.

Nature of  Operations  --  Effective  June 30,  2003,  we made the  decision  to
discontinue  all our  remaining  operating  businesses  and are now  focused  on
reaching  satisfactory  negotiated  settlements with our outstanding  creditors,
vigorously  defend  against  any  further  appeal  that may be made  against our
currently successful defense of the lawsuit brought against us by certain of our
shareholders, bringing our financial records and SEC filings up to date, seeking
a listing on the over the counter bulletin board,  raising debt and/or equity to
fund negotiated settlements with our creditors and 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.

Significant Accounting Policies:

Principles  of  Consolidation  --  The   accompanying   consolidated   financial
statements include the accounts of Aspeon 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,  2007 and 2006,  our net  (loss)  was  identical  to our  comprehensive
(loss).

                                       32
<PAGE>

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 2007 and 2006,  as we recorded  losses during
these years and any calculation of diluted EPS would be anti-dilutive.

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.

Recently Issued  Accounting  Pronouncements -- In February 2006, the FASB issued
FASB  Statement No. 155,  which is an amendment of FASB  Statements  No. 133 and
140.  This  Statement;  a)  permits  fair  value  remeasurement  for any  hybrid
financial  instrument that contains an embedded  derivative that otherwise would
require  bifurcation,  b) clarifies which interest-only strip and principal-only
strip are not subject to the  requirements  of Statement  133, c)  establishes a
requirement to evaluate  interests in securitized  financial  assets to identify
interest  that  are  freestanding  derivatives  or  that  are  hybrid  financial
instruments  that  contain an  embedded  derivative  requiring  bifurcation,  d)
clarifies that  concentrations  of credit risk in the form of subordination  are
not embedded  derivatives,  e) amends Statement 140 to eliminate the prohibition
on a  qualifying  special-purpose  entity from  holding a  derivative  financial
instrument that pertains to a beneficial  interest other than another derivative
financial  instrument.  This Statement is effective for financial statements for
fiscal  years  beginning  after  September  15, 2006.  Earlier  adoption of this
Statement is permitted as of the beginning of an entity's fiscal year,  provided
the entity has not yet issued any financial  statements for that fiscal year. We
do not believe that the adoption of FASB  Statement No. 155 will have a material
impact on our financial conditions or results of operation.

In March 2006, the Financial  Accounting  Standards  Board (`FASB')  issued FASB
Statement  No.  156,  which  amends  FASB  Statement  No.  140.  This  Statement
establishes,  among other things, that accounting for all separately  recognized
servicing assets and servicing liabilities.  This Statement amends Statement 140
to  require  that all  separately  recognized  servicing  assets  and  servicing
liabilities be initially measured at fair value, if practicable.  This Statement
permits,  but  does  not  require,  the  subsequent  measurement  of  separately
recognized  servicing assets and servicing  liabilities at fair value. An entity
that uses  derivative  instruments  to mitigate the risks  inherent in servicing
assets and  servicing  liabilities  is required to account for those  derivative
instruments at fair value. Under this Statement,  an entity can elect subsequent
fair value measurement to account for its separately recognized servicing assets
and servicing  liabilities.  By electing that option, an entity may simplify its
accounting  because this Statement  permits income statement  recognition of the
potential  offsetting  changes  in fair  value of  those  servicing  assets  and
servicing liabilities and derivative  instruments Is the same accounting period.
This Statement is effective for financial  statements for fiscal years beginning
after September 15, 2006.  Earlier adoption of this Statement is permitted as of
the beginning of an entity's fiscal year, provided the entity has not yet issued
any  financial  statements  for that fiscal  year.  We do not  believe  that the
adoption of FASB Statement No. 156 will have a material  impact on our financial
conditions or results of operation.

                                       33
<PAGE>

In June 2006, the FASB issued  Interpretation  ("FIN") No. 48,  "Accounting  for
Uncertainty in Income Taxes--an  interpretation of FASB Statement No. 109." This
Interpretation  prescribes a recognition threshold and measurement attribute for
the financial  statement  recognition and measurement of a tax position taken or
expected to be taken in a tax return,  and provides  guidance on  derecognition,
classification,   interest  and  penalties,   accounting  in  interim   periods,
disclosure,  and transition.  This  Interpretation is effective for fiscal years
beginning  after December 15, 2006. We believe that FIN No. 48 should not have a
material impact on our financial position or results of operations

In  September  2006,  the FASB issued SFAS No.  157,  "Fair Value  Measurements"
("SFAS No. 157").  SFAS No. 157 defines fair value,  establishes a framework for
measuring fair value in generally accepted accounting  principles ("GAAP"),  and
expands disclosures about fair value measurements.  This statement applies under
other accounting  pronouncements  that require or permit fair value  measurement
where the FASB has previously  determined that under those  pronouncements  fair
value is the  appropriate  measurement.  This statement does not require any new
fair value  measurements but may require  companies to change current  practice.
This statement is effective for those fiscal years  beginning after November 15,
2007 and to the interim  periods within those fiscal years. We believe that SFAS
No. 157 should not have a material  impact on our financial  position or results
of operations.

In September 2006, the FASB issued Statement of Financial  Accounting  Standards
("SFAS") No. 158,  "Employers'  Accounting for Defined Benefit Pension and Other
Postretirement  Plans"  ("SFAS No.  158").  SFAS No. 158  requires  employers to
recognize  the   overfunded  or   underfunded   status  of  a  defined   benefit
postretirement  plan as an asset or  liability  in its  statement  of  financial
position,  recognize  changes  in that  funded  status  in the year in which the
changes occur through  comprehensive  income and measure a plan's assets and its
obligations  that  determine its funded  status as of the end of the  employer's
fiscal  year.  The  provisions  of SFAS No. 158 are  effective  for fiscal years
ending after  December 15, 2006.  We believe that SFAS No. 158 should not have a
material impact on our financial position or results of operations.

In September  2006, the SEC issued Staff  Accounting  Bulletin  ("SAB") No. 108,
"Considering   the  Effects  of  Prior  Year   Misstatements   when  Quantifying
Misstatements  in Current Year Financial  Statements." SAB No. 108 addresses how
the effects of prior year  uncorrected  misstatements  should be considered when
quantifying  misstatements  in current year  financial  statements.  SAB No. 108
requires  companies to quantify  misstatements  using a balance sheet and income
statement   approach  and  to  evaluate   whether  either  approach  results  in
quantifying  an error that is  material in light of  relevant  quantitative  and
qualitative  factors.  SAB No. 108 is effective for period ending after November
15, 2006. The adoption of this SAB is not expected to have a material  effect on
our financial statements.

In February 2007, the Financial  Accounting  Standards  Board (FASB) issued SFAS
No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities -
Including an  Amendment  of FASB  Statement  No.  115." This  statement  permits
entities to choose to measure many financial instruments and certain other items
at fair  value.  Most of the  provisions  of SFAS No. 159 apply only to entities
that  elect the fair  value  option.  However,  the  amendment  to SFAS No.  115
"Accounting for Certain  Investments in Debt and Equity  Securities"  applies to
all entities with  available-for-sale  and trading  securities.  SFAS No. 159 is
effective as of the beginning of an entity's first fiscal year that begins after
November 15, 2007.  Early  adoption is permitted as of the beginning of a fiscal
year that begins on or before November 15, 2007, provided the entity also elects
to apply the provision of SFAS No. 157, "Fair Value  Measurements." The adoption
of this  statement  is not expected to have a material  effect on our  financial
statements.

In March 2007,  the FASB ratified the Emerging  Issues Task Force ("EITF") Issue
No.  06-11,  Accounting  for Income Tax  Benefits  of  Dividends  on Share Based
Payment Awards ("EITF  06-11").  EITF 06-11 requires  companies to recognize the
income tax benefit  realized  from  dividends or dividend  equivalents  that are
charged   to   retained   earnings   and  paid  to   employees   for   nonvested
equity-classified  employee  share-based  awards as an  increase  to  additional
paid-in  capital.  EITF 06-11 is  effective  for fiscal  years  beginning  after
September  15,  2007.  The  adoption  of EITF  06-11 is not  expected  to have a
material effect on our financial statements.

In  June  2007,  the  FASB  ratified  EITF  Issue  No.  07-03,   Accounting  for
Nonrefundable Advance Payments for Goods and Services Received for Use in Future
Research  and  Development   Activities  ("EITF  07-03").  EITF  07-03  requires
companies to defer nonrefundable  advance payments for goods and services and to
expense  that  advance  payment  as the  goods are  delivered  or  services  are
rendered. If the company does not expect to have the goods delivered or services
performed,  the advance  should be expensed.  EITF 07-03 is effective for fiscal
years  beginning  after  December  15,  2007.  The adoption of EITF 07-03 is not
expected to have a material effect on our financial statements.

                                       34
<PAGE>

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 2007 and 2006  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,  2007,  we had $0 cash on hand,  $1,000 of assets,  no  operating
business or other source of income,  outstanding  liabilities  of  approximately
$8.2 million, a stockholders' deficit of approximately $8.2 million.

Consequently, we are now dependent on raising additional equity and, or, debt to
fund any  negotiated  settlements  with our  outstanding  creditors and 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 be able to  negotiate
acceptable  settlements  with our  outstanding  creditors  or fund  our  ongoing
operating expenses.

During the fiscal  years  ended June 30,  2007 and 2006,  one of our  directors,
David J Cutler, advanced to us $85,000 and $115,000 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. On May
31, 2006, $14,000 of this loan was converted to equity. Since June 30, 2007, Mr.
Cutler has  continued to make further  advances to us by way of loan to meet our
ongoing  operating  expenses  and  fund  the  costs of  bringing  our  financial
statements and SEC reporting up to date as required.  There is no assurance that
Mr. Cutler will continue to provide us with further funding in the future.

It is our current intention to seek to reach satisfactory negotiated settlements
with our  outstanding  creditors,  vigorously  defend against any further appeal
that may be made against our currently successful defense of the lawsuit brought
against us by certain of our  shareholders,  bring our financial records and SEC
filings up to date, seek a listing on the over the counter bulletin board, raise
debt and, or,  equity  financing  to fund the  negotiated  settlements  with our
creditors  and to meet  ongoing  operating  expanses  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'
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
relating  to prepaid  expenses  with  funds  provide to us by loan from our sole
director, David J Cutler.

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.

                                       35
<PAGE>

At June  30,  2007  and  2006,  our  total  liabilities  also  included  certain
liabilities  in  respect  of  Javelin  Asia  and RCS that  remained  outstanding
following the termination of their operations.

No interest expense was accrued in the fiscal years ended June 30, 2007 and 2006
in  respect  to  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.

5. NOTES PAYABLE

Related Party

During the fiscal  years  ended June 30,  2007 and 2006,  one of our  directors,
David J Cutler,  advanced to us $85,000 and  $115,000,  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. On
May 31, 2006 $14,000 of this debt was converted to equity.  Since June 30, 2007,
Mr. Cutler has  continued to make further  advances to us by way of loan to meet
our ongoing  operating  expenses  and fund the costs of bringing  our  financial
statements and SEC reporting up to date as required.  There is no assurance that
Mr. Cutler will continue to provide us with further funding in the future.

Others

Also  included in the balance on notes payable is a balance due to an individual
who had previously sold his business to us. We had renegotiated the terms of the
deferred earnout due to him on the sale of his business to us such that the note
payable  represented  the balance due to him. We were in default in repayment of
this note payable as at June 30, 2007 and 2006.

6. COMMITMENTS AND CONTINGENCIES:

Leases

At June 30, 2007 and 2006, 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.

Rent expense  under  operating  lease  agreements  entered into after April 2005
aggregated to approximately  $6,000 for the fiscal years ended June 30, 2007 and
2006  and  were  included  in  general  and   administrative   expenses  in  our
consolidated statements of operations.

Litigation

In October and November 2000,  eight  purported class action lawsuits were filed
against us, our former Chief Executive  Officer,  and our former Chief Financial
Officer  in the  United  States  District  Court  for the  Central  District  of
California for alleged violations of the Securities  Exchange Act of 1934. After
the  defendants  moved  to  dismiss  each  of the  actions,  the  lawsuits  were
consolidated   under  a  single  action,   entitled  "In  re  Aspeon  Securities
Litigation,"  Case No. SACV 00-995 AHS (ANx),  and the appointed  lead plaintiff
voluntarily filed an amended and consolidated complaint. The defendants moved to
dismiss  that  complaint  and on April  23,  2001  the  Court  entered  an order
dismissing the complaint without  prejudice.  On May 21, 2001 the appointed lead
plaintiff  filed a third  complaint,  styled  as a "First  Amended  Consolidated
Complaint." On June 4, 2001, the defendants  moved to dismiss this complaint and
on September 17, 2001 the United States  District Court  dismissed the suit with
prejudice and entered judgment in favor of the us and our officers. On September
20,  2001,  the lead  plaintiff in the class  action suit  appealed  against the
dismissal of the case.  On January 21, 2003 the decision to dismiss the case was
upheld  but  the  lead  plaintiff  was  given  the  opportunity  to  remedy  the
deficiencies in the complaint that had been filed.  Accordingly on May 30, 2003,
the plaintiff filed its "Second Amended Consolidated  Complaint" which again was
subsequently  dismissed  by the  District  Court.  On November 26, 2003 the lead
plaintiff  filed its "Third  Amended  Consolidated  Complaint,"  which was again
dismissed  with  prejudice in March 2004. The lead plaintiff once again appealed

                                       36
<PAGE>

against  the  dismissal  and the United  States  Court of Appeals  for the Ninth
Circuit  affirmed the dismissal with prejudice on February 23, 2006. This is the
fifth  time  that  the  Courts  have  ruled  in  favor  of us  and  against  the
shareholders  who have  brought  this suit  against us. On each of the  previous
occasions the  shareholders  who have brought this suit against us have filed an
appeal  against the decision of the Courts.  We believe that all appeal  periods
have  run,  by  April  2006,  and no  actions  are  pending  to the  best of our
knowledge.

If we were to be subject to any further action,  which may be made in respect of
the lawsuit  brought against us by certain of our  shareholders,  it is unlikely
that the proceeds from our  Directors' and Officers'  insurance  policy would be
sufficient to meet the damages assessed, and we would have no alternative but to
file for bankruptcy.

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.
7. RELATED PARTY TRANSACTIONS

On April 22, 2005, our sole  director,  David J Cutler entered into an agreement
with Frank G Blundo,  Jr.  P.C.,  trustee of the  assignment  for the benefit of
Aspeon and CCI creditors, subject to due diligence, to invest up to $50,000 cash
in us for the benefit of our  creditors  in return for a number of shares of our
common stock to be  determined.  Following  the  completion of the due diligence
process  during the three  months ended  December  31, 2005,  it was agreed with
Frank G Blundo,  Jr. P.C.,  trustee of the  assignment for the benefit of Aspeon
and CCI creditors, that Mr. Cutler would invest $20,000 in us for the benefit of
Aspeon and CCI creditors in return for a number of shares of our common stock to
be  determined.  Accordingly  during the three months  ended  December 31, 2005,
$20,000  which had been  placed in escrow  with Frank G Blundo,  Jr. P.C. by Mr.
Cutler was  released  for the  benefit of Aspeon and CCI  creditors.  On May 31,
2006,  based on an  independent  third  party  valuation,  the  majority  of our
independent  directors  approved  the issue of  10,536,775  shares of our common
stock to Mr.  Cutler for the  conversion  of  $14,243  of his debt into  equity.
Following the issue of these shares of our common stock,  Mr. Cutler owned 52.7%
of  our  total  authorized  and  issued  share  capital  and  still  had a  loan
outstanding to us of approximately $178,000.

During the fiscal years ended June 30, 2007 and 2006, Mr. Cutler, advanced to us
$85,000 and $115,000  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. On May 31, 2006,  $14,000 of this debt
was converted to equity.  Since June  30,2007,  Mr. Cutler has continued to make
further advances to us by way of loan to meet our ongoing operating expenses and
fund the costs of bringing our financial statements and SEC reporting up to date
as required.  There is no assurance  that Mr. Cutler will continue to provide us
with further funding in the future.

8.   STOCKHOLDERS' DEFICIT:

Common Stock - During the fiscal year ended June 30,  2007,  the Company did not
issue any  shares of its  common  stock.  In May 2006,  Mr.  Cutler  was  issued
10,536,775  shares of common stock as payment of $14,253 of the debt owed to him
(Note 7).

Warrants -- During the financial years ended June 30, 2007 and 2006, 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.

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<PAGE>

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
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, 2007 or
2006.

Pro Forma  Stock-Based  Compensation  Disclosures -- We apply APB Opinion 25 and
related  interpretations in accounting for our stock options that are granted to
employees.  Accordingly,  no compensation cost has been recognized for grants of
options to  employees  since the  exercise  prices were not less than the quoted
value of our  common  stock on the  grant  dates.  Had  compensation  cost  been
determined  based on the fair value at the grant dates for awards under the Plan
consistent  with the method of SFAS No. 123, our net income  (loss) and earnings
(loss) per share would have been  unchanged as all expenses in respect of issued
stock options were immaterial.

9. INCOME TAXES:

We currently have very  substantial  net operating  losses  carried  forward for
Federal and State tax purposes which, unless utilized,  expire from 2013 through
2025. However, following the issue of shares effective May 31, 2006, our ability
to use these losses was substantially restricted by the impact of Section 382 of
the Internal Revenue Code.

10.  SUBSEQUENT EVENTS:

None.




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<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.

                                                     ASPEON, INC.

Date: September 27, 2007                        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       September 27, 2007
--------------------------
    David  J. Cutler                       &
                              Chief Financial Officer
                              (Principal Financial and
                              Accounting Officer)

/s/ David J. Cutler           Director                      September 27, 2007
--------------------------
    David J. Cutler


/s/ Wesley F. Whiting         Director                      September 27, 2007
--------------------------
    Wesley F. Whiting

/s/ Redgie Green              Director                      September 27, 2007
--------------------------
    Redgie Green





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