<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               September 30, 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 November 10, 1995:   3,988,756 





                                  1
<PAGE>



                      ASPEN IMAGING INTERNATIONAL, INC.



                                                                 Page Number

PART I - FINANCIAL INFORMATION

  Item 1.  Financial Statements (Unaudited)

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

           Consolidated Statements of Operations
           for the Three Months Ended 
           September 30, 1995 and 1994 . . . . . . . . . . . .         5  

           Consolidated Statements of Cash Flows
           for the Three Months Ended September 30,
           1995 and 1994 . . . . . . . . . . . . . . . . . . .         6  

           Notes to Consolidated Financial Statements . . . . .        7  


  Item 2.  Management's Discussion and Analysis
           of Financial Condition and Results
           of Operations. . . . . . . . . . . . . . . . . . . .        8  



PART II - OTHER INFORMATION . . . . . . . . . . . . . . . . . .       10  

  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. . . . . . . . . . . . . . . . . . . . . . . . . . .       11  








                                  2
<PAGE>
<TABLE>


                         PART I - FINANCIAL INFORMATION



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

ASPEN IMAGING INTERNATIONAL, INC. AND SUBSIDIARIES 


Consolidated Balance Sheets


<CAPTION>
                                                   September 30,     June 30,  
                                                       1995            1995    
<S>                                                <C>            <C>
ASSETS

CURRENT ASSETS
  Cash and cash equivalents                        $ 3,488,834     $ 2,870,575 
  Short-term investments                               548,657         526,213 
  Marketable securities                                484,000         987,900
  Receivables (less allowances of $50,881
    and $25,000 for doubtful accounts)                 806,528         747,644 
  Inventories -- Note B                                772,201         725,703 
  Prepaid expenses and other current assets             28,164          44,385 
                                                   ------------    -------------
                          TOTAL CURRENT ASSETS       6,128,384       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                        322,261         322,261 
                                                   ------------    -------------
                                                     4,549,370       4,549,370 
  Less accumulated depreciation
    and amortization                                 3,355,435       3,218,863 
                                                   ------------    -------------
                                                     1,193,935       1,330,507 


NOTES RECEIVABLE                                        16,550          18,800 

OTHER ASSETS, NET -- Note A                            124,850         137,764 
                                                   ------------    ------------
                                  TOTAL ASSETS     $ 7,463,719     $ 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>
                                                   September 30,     June 30,  
                                                       1995            1995    
<S>                                                <C>             <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued expenses            $   868,400     $   671,163 
  Accrued salaries and payroll expenses                343,584         428,379 
                                                   ------------    ------------
                     TOTAL CURRENT LIABILITIES       1,211,984       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 September 30,
    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                                  74,397          78,809 
  Retained earnings                                  1,530,182       1,494,140 
                                                   ------------    ------------
                                                     6,415,922       6,384,292 
  Treasury stock at cost, 203,600 shares
    at September 30, 1995 and 117,000
    shares at June 30, 1995                           (164,187)        (94,343)
                                                   ------------    ------------
                    TOTAL STOCKHOLDERS' EQUITY       6,251,735       6,289,949 
                                                   ------------    ------------
      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY     $ 7,463,719     $ 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        
                                                    September 30           
                                                
                                                l995            l994       
<S>                                        <C>             <C>
REVENUE
  Net sales                                $ 1,488,383     $ 2,192,323  
  Other                                        108,587          72,984  
                                           ------------    ------------
                                             1,596,970       2,265,307  

COST AND EXPENSES
  Cost of products sold                      1,157,374       1,624,677  
  Selling, general and
    administrative                             403,554         545,644  
  Interest                                          --          16,483 
                                           ------------    ------------
                                             1,560,928       2,186,804 

          INCOME BEFORE INCOME TAXES            36,042          78,503  


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

                          NET INCOME       $    36,042     $    78,503  
                                           ============    ============

         NET INCOME PER COMMON SHARE       $      0.01     $      0.02  
                                           ============    ============

             WEIGHTED AVERAGE SHARES         4,037,626       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>
                                                                Three Months Ended     
                                                                    September 30         
                                                                l995              l994    
<S>                                                        <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                               $    36,042       $    78,503  
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization                            149,486           139,967  
      Provision for doubtful accounts                           40,000             3,250  
      (Gain) from sale of investments                          (35,881)               --  
      (Gain) on disposal of assets                                (300)          (44,676) 
  Changes in operating assets and liabilities:
      Receivables                                              (98,884)           30,148  
      Inventories                                              (46,498)          220,898  
      Prepaid expenses and other current assets                 (6,223)          (82,935) 
      Accounts payable and accrued expenses                    197,237           (35,770) 
      Accrued salaries and payroll expenses                    (84,795)          (52,931)  
        
        NET CASH PROVIDED BY OPERATING ACTIVITIES              150,184           256,454  

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from sale of property and equipment                     300           108,234  
  Additions to property and equipment                               --           (75,388) 
  Change in notes receivable                                     2,250            31,867  
  Change in other assets                                            --             4,685  
  Proceeds from sale of investments                            535,369                --  
        
        NET CASH PROVIDED BY INVESTING ACTIVITIES              537,919            69,398  

CASH FLOWS FROM FINANCING ACTIVITIES
  Payment of long-term debt                                         --           (35,126) 
  Purchase of treasury stock                                   (69,844)               --  
          
          NET CASH (USED IN) FINANCING ACTIVITIES              (69,844)          (35,126) 

        NET INCREASE IN CASH AND CASH EQUIVALENTS              618,259           290,726  

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

       CASH AND CASH EQUIVALENTS AT END OF PERIOD          $ 3,488,834       $ 2,075,572  

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

September 30, 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 $112,205 of formulas for the production of toner, net 
of $212,795 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:

                                         September 30        June 30
                                             1995              1995    

    Raw materials and component parts     $ 338,971         $ 324,703
    Finished goods, including goods
      purchased for resale                  433,230           401,000
                                          ----------        ----------
                                          $ 772,201         $ 725,703
                                          ==========        ==========
                                  
                                  7
<PAGE>



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




RESULTS OF OPERATIONS


Comparison of the Three Months Ended September 30, 1995 and 1994
----------------------------------------------------------------

As reported in the Company's Form 10-K for the year ended June 30, 1995, the 
Company continues to reduce its product offerings and 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 in the three months ended September 30, 
1995 from the same period in 1994, is 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.

Although inventory increased from June 30, 1995 to September 30, 1995, 
inventory levels are lower at September 30, 1995 compared to September 30, 
1994 by approximately $805,000.  This is a result of the Company's efforts 
to reduce inventory levels to those more appropriate to its current rate of 
sales.

The current rate of sales, however, continues not to be sufficient to fully 
absorb the Company's normal overhead costs.  Approximately $28,000 of 
overhead variances were expensed for the quarter ended September 30, 1995, 
causing a decrease in the Company's gross profit.

The Company reduced its selling, general and administrative costs by 
$140,000 for the three months ended September 30, 1995 to be more in line 
with the Company's current rate of sales.

There was no interest expense in the first quarter due to the elimination of 
debt.

















                                  8
<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 
November 10, 1995, the Company has repurchased 203,600 of its shares at an 
aggregate purchase price of $164,187.

The Company's current ratio was 5.1 to 1 at September 30, 1995 compared to 
5.4 to 1 at June 30, 1995.  The Company has $3,488,834 in cash and cash 
equivalents and $1,032,657 in marketable securities and other short-term 
investments and no long-term debt at September 30, 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.




























                                  9
<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 43% of the 
           Company.  The proposal must be approved by the Company's Board of 
           Directors, which has not yet considered the matter, and by the 
           Company's stockholders at a meeting called for such purpose.  The 
           Company's Board of Directors expects to retain a financial 
           advisor to opine as to the fairness of the proposed transaction.

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

           Financial Data Schedule

      (b)  Reports on Form 8-K

           None




















                                 10
<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:  November 14, 1995














                                 11
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                                 EXHIBIT INDEX



Financial Data Schedule


















































                                 12