<PAGE>


                   SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                               FORM l0-Q



(Mark One)
     
/ X / QUARTERLY REPORT PURSUANT TO SECTION l3 OR l5(d) OF THE SECURITIES
      EXCHANGE ACT OF l934

For the period ended               December 31, 1995                    

                                    OR
     
/   / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from              to               


                   Commission file number    0-12573    


                          ASPEN IMAGING INTERNATIONAL, INC.             
          (Exact name of registrant as specified in its charter)


         Delaware                                   84-0724829           
  (State of Incorporation)           (I.R.S. Employer Identification No.)

   3830 Kelley Avenue, Cleveland, Ohio                     44114         
 (Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code     (216) 881-5300    

                                   NA                                    
           (Former name, former address and former fiscal year,
                      if changed since last report.)


Indicate by check mark whether the registrant (l) has filed all reports 
required to be filed by Section l3 or l5(d) of the Securities Exchange 
Act of l934 during the preceding l2 months (or for such shorter period 
that the registrant was required to file such reports), and (2) has been 
subject to such filing requirements for the past 90 days.  Yes  X  No    


Number of Common Shares Outstanding as of February 13, 1996:   3,988,756 


                      



<PAGE>


                      ASPEN IMAGING INTERNATIONAL, INC.


                                                                 Page Number

PART I - FINANCIAL INFORMATION

  Item 1.  Financial Statements (Unaudited)

           Consolidated Balance Sheets as of
           December 31, 1995 and June 30, 1995 . . . . . . . .         3  

           Consolidated Statements of Operations
           for the Three Months and Six Months Ended 
           December 31, 1995 and 1994. . . . . . . . . . . . .         5  

           Consolidated Statements of Cash Flows
           for the Six Months Ended December 31,
           1995 and 1994. . . . . . . . . . . . . . . . . . . .        6  

           Notes to Consolidated Financial Statements . . . . .        7  


  Item 2.  Management's Discussion and Analysis
           of Financial Condition and Results
           of Operations. . . . . . . . . . . . . . . . . . . .        9  



PART II - OTHER INFORMATION . . . . . . . . . . . . . . . . . .       11  

  Item l.  Legal Proceedings.

  Item 2.  Changes in Securities.

  Item 3.  Defaults Upon Senior Securities.

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

  Item 5.  Other Information.

  Item 6.  Exhibits and Reports on Form 8-K.



SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . .       12  

                         






                                2.

<PAGE>
<TABLE>

                         PART I - FINANCIAL INFORMATION



Item 1.  Financial Statements (Unaudited)--Note A.

ASPEN IMAGING INTERNATIONAL, INC. AND SUBSIDIARIES 


Consolidated Balance Sheets


<CAPTION>
                                                   December 31,      June 30,  
                                                       1995            1995    
<S>                                                <C>            <C>
ASSETS

CURRENT ASSETS
  Cash and cash equivalents                        $ 3,814,195     $ 2,870,575 
  Short-term investments                               545,100         526,213 
  Marketable securities available for sale             560,000         987,900
  Receivables (less allowances of $65,881
    and $25,000 for doubtful accounts) --
    Note C                                             542,486         747,644 
  Inventories -- Note B                                679,861         725,703 
  Prepaid expenses and other current assets             27,333          44,385 
                                                   ------------    ------------
                          TOTAL CURRENT ASSETS       6,168,975       5,902,420 


PROPERTY AND EQUIPMENT
  Leasehold improvements                               140,457         140,457 
  Machinery and equipment                            1,091,902       1,091,902 
  Molds                                              2,994,750       2,994,750 
  Office equipment and vehicles                        307,203         322,261 
                                                   ------------    ------------
                                                     4,534,312       4,549,370 
  Less accumulated depreciation
    and amortization                                 3,456,509       3,218,863 
                                                   ------------    ------------
                                                     1,077,803       1,330,507 


NOTES RECEIVABLE                                        16,550          18,800 

OTHER ASSETS, NET -- Note A                            111,935         137,764 
                                                   ------------    ------------
                                  TOTAL ASSETS     $ 7,375,263     $ 7,389,491 
                                                   ============    ============

                                                                             
<FN>
See notes to consolidated financial statements.
</TABLE>
                                3.

<PAGE>
<TABLE>
ASPEN IMAGING INTERNATIONAL, INC. AND SUBSIDIARIES 

CONSOLIDATED BALANCE SHEETS--CONTINUED





<CAPTION>
                                                   December 31,      June 30,  
                                                       1995            1995    
<S>                                                <C>             <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued expenses
    -- Note C                                      $   713,596     $   671,163 
  Accrued salaries and payroll expenses                275,048         428,379 
                                                   ------------    ------------
                     TOTAL CURRENT LIABILITIES         988,644       1,099,542 


STOCKHOLDERS' EQUITY
  Preferred Stock, $.001 Par Value;
    authorized, 1,000,000 shares;
    no shares issued                                        --              --
  Common Stock, $.001 par value;
    4,192,356 shares issued and 3,988,756
    shares outstanding at December 31,
    1995 and 4,192,356 shares issued and
    4,075,356 shares outstanding at
    June 30, 1995                                        4,192           4,192 
  Capital in excess of par value                     4,807,151       4,807,151
  Unrealized gains on investments
    available for sale                                 150,397          78,809 
  Retained earnings                                  1,589,066       1,494,140 
                                                   ------------    ------------
                                                     6,550,806       6,384,292 
  Treasury stock at cost, 203,600 shares
    at December 31, 1995 and 117,000
    shares at June 30, 1995                           (164,187)        (94,343)
                                                   ------------    ------------
                    TOTAL STOCKHOLDERS' EQUITY       6,386,619       6,289,949 
                                                   ------------    ------------
      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY     $ 7,375,263     $ 7,389,491 
                                                   ============    ============


<FN>
See notes to consolidated financial statements.
</TABLE>





                                4.

<PAGE>
<TABLE>

ASPEN IMAGING INTERNATIONAL, INC. AND SUBSIDIARIES


Consolidated Statements of Operations




<CAPTION>

                                                 Three Months Ended              Six Months Ended
                                                    December 31                      December 31       
                                                l995            l994             1995            1994  
<S>                                        <C>             <C>              <C>             <C>
REVENUE
  Net sales -- Note C                      $ 1,210,414     $ 1,706,978      $ 2,698,797     $ 3,899,301
  Other                                         81,279          54,906          189,865         127,890 
                                           ------------    ------------     ------------    ------------
                                             1,291,693       1,761,884        2,888,662       4,027,191 

COST AND EXPENSES:
  Cost of products sold -- Note C              883,357       1,381,134        2,040,730       3,005,811 
  Selling, general and
    administrative -- Note C                   349,452         556,126          753,006       1,101,770 
  Interest                                          --              --               --          16,483 
  Severance and post-employment
    costs from the elimination
    of administrative personnel                     --         479,083               --         479,083 
                                           ------------    ------------     ------------    ------------
                                             1,232,808       2,416,343        2,793,736       4,603,147 


   INCOME (LOSS) BEFORE INCOME TAXES            58,884        (654,459)          94,926        (575,956) 


          PROVISION FOR INCOME TAXES                --              --               --              -- 
                                           ------------    ------------     ------------    ------------

                   NET INCOME (LOSS)       $    58,884     $  (654,459)     $    94,926     $  (575,956) 
                                           ============    ============     ============    ============

  NET INCOME (LOSS) PER COMMON SHARE       $      0.01     $     (0.16)     $      0.02     $     (0.14)
                                           ============    ============     ============    ============

             WEIGHTED AVERAGE SHARES         3,988,756       4,192,356        4,013,191       4,192,356
                                           ============    ============     ============    ============



<FN>
See notes to consolidated financial statements.
</TABLE>



                                5.

<PAGE>
<TABLE>
ASPEN IMAGING INTERNATIONAL, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows
<CAPTION>
                                                                  Six Months Ended     
                                                                    December 31          
                                                                l995              l994    
<S>                                                        <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                               $    94,926       $  (575,956) 
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization                            278,535           303,401  
      Provision for doubtful accounts                           55,000             2,743  
      (Gain) from sale of investments                          (35,881)               --  
      (Gain) on disposal of assets                              (4,076)          (40,535) 
  Changes in operating assets and liabilities:
      Receivables                                              150,158           126,347  
      Inventories                                               45,842           534,950  
      Prepaid expenses and other current assets                 (1,835)          (22,996) 
      Accounts payable and accrued expenses                     42,431           188,346  
      Accrued salaries and payroll expenses                   (153,331)          335,166   
                                                           ------------      ------------
        NET CASH PROVIDED BY OPERATING ACTIVITIES              471,769           851,466  

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from sale of property and equipment                   4,076         2,259,077  
  Additions to property and equipment                               --          (187,965) 
  Change in notes receivable                                     2,250            21,489  
  Change in other assets                                            --             4,685  
  Proceeds from sale of investments                            535,369                --  
                                                           ------------      ------------
        NET CASH PROVIDED BY INVESTING ACTIVITIES              541,695         2,097,286  

CASH FLOWS FROM FINANCING ACTIVITIES
  Payment of long-term debt                                         --          (996,370) 
  Purchase of treasury stock                                   (69,844)               --  
                                                           ------------      ------------
          NET CASH (USED IN) FINANCING ACTIVITIES              (69,844)         (996,370) 

        NET INCREASE IN CASH AND CASH EQUIVALENTS              943,620         1,952,382  

                        CASH AND CASH EQUIVALENTS
                           AT BEGINNING OF PERIOD            2,870,575         1,784,846  
                                                           ------------      ------------

       CASH AND CASH EQUIVALENTS AT END OF PERIOD          $ 3,814,195       $ 3,737,228  
                                                           ============      ============
SUPPLEMENTAL INFORMATION:

  Interest Paid                                            $        --       $    16,483  
                                                           ============      ============
  Taxes Paid                                               $        --       $        --  
                                                           ============      ============
<FN>
See notes to consolidated financial statements.
</TABLE>
                                6.
<PAGE>
ASPEN IMAGING INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 1995




NOTE A -- Basis Of Presentation
-------------------------------
The accompanying consolidated condensed financial statements include the 
accounts of Aspen Imaging International, Inc. (the "Company") and its 
wholly-owned subsidiaries, Aspen Ribbons International, Inc., a Domestic 
International Sales Corporation, and Aspen Toner Corporation, a manufacturer 
of laser toner.  The financial statements have been prepared without audit 
and reflect, in the opinion of management, all adjustments necessary for 
fair statement of the results of the Company's operations for the periods 
presented.  These include only normal recurring adjustments.  It is 
recommended that these financial statements be read in conjunction with the 
Company's annual report for the year ended June 30, 1995.

The Company adopted the provisions of Statement of Financial Accounting 
Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt and 
Equity Securities," for investments.  Management determines the appropriate 
classification of marketable securities at the time of purchase and 
reevaluates such designation as of each balance sheet date.  Marketable 
securities held as available for sale are carried at fair value with any 
unrealized gains or losses reported as a separate component of shareholders' 
equity.  Realized gains and losses on marketable securities held as 
available for sale are included in other income.  Interest and dividends on 
securities classified as available for sale are included in other income.

Other assets include $100,598 of formulas for the production of toner, net 
of $224,402 accumulated amortization.

The Company recognizes sales when product is shipped.

Certain prior amounts have been reclassified to conform with the current 
year presentation.


NOTE B -- Inventories
---------------------
Inventories consisted of:

                                         December 31         June 30
                                             1995              1995    

    Raw materials and component parts     $ 292,914         $ 324,703
    Finished goods, including goods
      purchased for resale                  386,947           401,000

                                          $ 679,861         $ 725,703





                                7.
<PAGE>
ASPEN IMAGING INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 1995


NOTE C -- CERTAIN RELATED PARTY TRANSACTIONS   
--------------------------------------------

Of the amounts shown in the accompanying Consolidated Statements of 
Operations, the following relate to transactions (all of which were 
consummated at cost) with Bobbie Brooks, Incorporated, which owns 
approximately 62% of the Company's Common Stock, and its affiliates, 
including its Buckeye Business Products, Inc. Division (collectively, 
"Buckeye"):

                                    Three Months Ended     Six Months Ended   
                                        December 31           December 31     
                                     1995        1994      1995        1994   

Net sales 
  Includes product sales by the 
  Company to Buckeye at the
  Company's cost of:                $ 27,262  $ 50,904    $ 57,691  $117,747
                                    ========  ========    ========  ========
Cost of products sold
  Includes product purchased from
  Buckeye at Buckeye's cost of:     $257,736  $313,571    $506,390  $637,602
                                    ========  ========    ========  ========
  Includes personnel costs for
  shipping and purchasing, and
  rental for space, utilized by
  the Company and provided by
  Buckeye at Buckeye's cost of:     $ 21,028  $ 56,581    $ 44,015  $ 59,818
                                    ========  ========    ========  ========
Selling, general and administrative 
  Includes personnel costs for 
  order entry, billing, legal
  and accounting, utilized by the
  Company and provided by 
  Buckeye at Buckeye's cost of:     $ 16,223  $ 30,127    $ 42,600  $ 76,219
                                    ========  ========    ========  ========

Of the amounts shown on the accompanying Consolidated Balance Sheets, the 
following relate to the above transactions:

                                   December 31, 1995       June 30, 1995   

Receivables
  Includes receivables due
  from Buckeye:                        $19,880               $ 32,119
                                       =======               ========
Accounts payable and 
accrued expenses
  Includes accounts payable
  to Buckeye of:                       $52,303               $159,983
                                       =======               ========
      
                                8.
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations.




RESULTS OF OPERATIONS


Comparison of the Three and Six Months Ended December 31, 1995 & 1994
---------------------------------------------------------------------

As reported in the Company's Form 10-K for the year ended June 30, 1995 and 
in the Company's Form 10-Q for the quarter ended September 30, 1995, the 
Company reduced its product offerings in order to focus on its traditional 
ribbon business for impact printers, particularly ribbons for which the 
Company has molds, and on its toner products line for laser printers.  The 
reduction in sales and the reduction in inventory levels in the three and 
six month periods ended December 30, 1995 from the same periods in 1994, are 
primarily the result of the elimination of unprofitable products from the 
Company's product line and a continuing deterioration in the sales of the 
Company's core products.  In addition, inventory levels are lower at 
December 31, 1995 compared to December 31, 1994 by approximately $584,000.

The Company has reduced its manufacturing overhead to be more in line with 
its current rate of sales, which is predominantly responsible for the 
increase in gross profit percentage for the three and six months periods 
compared to the same periods in 1994.

The Company reduced its selling, general and administrative costs by 
approximately $205,000 for the three months and approximately $350,000 for 
the six months, ended December 31, 1995, compared to the same periods in 
1994, to be more in line with the Company's current rate of sales.  Selling, 
general and administrative costs for the three months ended December 31, 
1995 also represented a decrease of approximately $50,000 from the three 
months ended September 30, 1995.

There was no interest expense in the three or six month periods ended 
December 31, 1995 due to the elimination of debt.


















                                9.
<PAGE>

Liquidity and Capital Resources
-------------------------------

The investment in the Company by Buckeye Business Products, Inc., a Division 
of Bobbie Brooks, Incorporated ("Buckeye"), in 1993, allowed the Company to 
utilize its assets in a more productive manner in an effort to return the 
Company to profitability.

The Company used Buckeye's investment to eliminate the Company's working 
capital debt and the relationship with Buckeye allowed the Company to sell 
its building, eliminate all long-term debt, and substantially reduce 
staffing levels.  This has resulted in a reduction in the Company's losses 
and cash requirements, notwithstanding the continuing sales deterioration 
that began several years ago.

On February 15, 1995, the Company announced that it would purchase, from 
time to time in the open market, up to 750,000 shares of its stock.  Through 
February 12, 1996, the Company has repurchased 203,600 of its shares at an 
aggregate purchase price of $164,187.

The Company's current ratio was 6.2 to 1 at December 31, 1995 compared to 
5.4 to 1 at June 30, 1995.  The Company has $3,814,195 in cash and cash 
equivalents and $1,105,100 in marketable securities and other short-term 
investments and no long-term debt at December 31, 1995.  Accordingly, the 
Company believes that its capital resources are more than sufficient to 
support its current and planned levels of operations and its announced stock 
repurchase.






























                               10.
<PAGE>

                         PART II - OTHER INFORMATION


  Item l.  LEGAL PROCEEDINGS.  None

  Item 2.  CHANGES IN SECURITIES.  None

  Item 3.  DEFAULTS UPON SENIOR SECURITIES.  None

  Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.  None

  Item 5.  OTHER INFORMATION.

           On October 24, 1995, the Company received a proposal from Pubco 
           Corporation ("Pubco") pursuant to which the Company would sell 
           all of its assets to a wholly-owned Pubco subsidiary and 
           Company's stockholders would receive one share of newly issued 
           Pubco Common Stock for each seven shares of the Company's Common 
           Stock owned by them.  Pubco owns approximately 90% of Bobbie 
           Brooks, Incorporated, which owns approximately 62% of the 
           Company.  The proposal must be approved by the Company's Board of 
           Directors, which is considering the matter and has hired a 
           financial advisor to opine as to the fairness of the proposed 
           transaction, and by the Company's stockholders at a meeting 
           called for such purpose.

  Item 6.  EXHIBITS AND REPORTS ON FORM 8-K.
 
      (a)  Exhibits   

           Financial Data Schedule

      (b)  Reports on Form 8-K

           None






















                               11.
<PAGE>




                                   SIGNATURES


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



                                 ASPEN IMAGING INTERNATIONAL, INC.


                                   /s/  Robert H. Kanner             
                                 -----------------------------------
                                 Robert H. Kanner
                                 Chairman of the Board
                                 and Chief Financial Officer






















Dated:  February 13, 1996














                               12.
<PAGE>


                                 EXHIBIT INDEX



Financial Data Schedule