U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





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





For the
fiscal year ended December 31,
2008





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





For the
transition period from __________ to __________





Commission
File No.  333-140236





CONSORTEUM
HOLDINGS, INC.


(Exact
name of registrant as specified in its charter)




Nevada(State
      or other jurisdiction of  incorporation or
      organization)
            (I.R.S.
      Employer Identification No.)





131
COURT STREET, #11


EXETER,
NEW HAMPSHIRE 03833


(Address
of Principal Executive Offices)





(603)
778-9910


(Registrant’s
telephone number including area code)





IMPLEX
CORPORATION


131
Court Street, # 11


Exeter,  New
Hampshire 03833


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





Securities
registered pursuant to Section 12(b) of the Act:


Title
      of each class
                      
                      Name
      of each exchange on which registered
  Securities
registered pursuant to section 12(g) of the Act:
 
  (Title
      of class)Common
      Stock(Title
      of class)


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




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act [_] Yes [x] No




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. [X] Yes [_]
No




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




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer", "accelerated filer", and "smaller
reporting company" in Rule12b-2 of the Exchange Act.




Large
accelerated filer [_] Accelerated filer [_]


Non-accelerated
filer [_] (Do not check if a smaller reporting company) Smaller reporting
company [x]




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




The
aggregate market value of registrant's common stock held by non-affiliates at
March 26, 2009 was approximately $68,500.00. As of March 26, 2009 there were
29,860,000 shares of the registrant's common stock outstanding.




Documents
incorporated by reference: None









TABLE
OF CONTENTS


PART
I
 
 Item
      1.
                                                                                                Business.
                                                                                                3Item
      1A
                                                                                                Risk
      Factors.
                                                                                                4Item
      1B.
                                                                                                Unresolved
      Staff Comments.Item
      2.
                                                                                                Properties.
                                                                                                7Item
      3.
                                                                                                Legal
      Proceedings.
                                                                                                7Item
      4.
                                                                                                Submission
      of Matters to a Vote of Security Holders.
                                                                                                7PART
      IIItem
      5.
                                                                                                Market
      for Common Equity, Related Stockholder Matters and Issuer Purchases of
      Equity Securities.
                                                                                                7Item
      6
                                                                                                Selected
      Financial Data.Item
      7.
                                                                                                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.
                                                                                                8Item
      7A.
                                                                                                Quantitative
      and Qualitative Disclosures About Market Risk.Item
      8
                                                                                                Financial
      Statements and Supplementary Data.
                                                                                                12Item
      9.
                                                                                                Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure.
                                                                                                23Item
      9A.
                                                                                                Controls
      and Procedures.
                                                                                                23Item
      9A (T)
                                                                                                Control
      and Procedures.Item
      9B.
                                                                                                Other
      Information.
                                                                                                24PART
      IIIItem
      10.
                                                                                                Directors,
      Executive Officers, and Corporate Governance.
                                                                                                24Item
      11.
                                                                                                Executive
      Compensation.
                                                                                                26Item
      12.
                                                                                                Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
                                                                                                27Item
      13.
                                                                                                Certain
      Relationships and Related Transactions, and Director
      Independence.
                                                                                                28Item
      14.
                                                                                                Principal
      Accounting Fees and Services.
                                                                                                28PART
  IVItem
      15
                                                                                                Exhibits,
      Financial Statement Schedules
                                                                                                29SIGNATURES
                                                                                                
                                                                                                30
 
 2




ITEM
1.    Description of Business.
 
 General
  Consorteum
Holdings, Inc. (formerly, Implex Corporation and prior thereto Wellentech
Services, Inc.  and hereinafter “Consorteum” or the “Company”) was
incorporated on November 7, 2005 under the laws of the State of Nevada.
  Consorteum
is a holding company which (1) acquires mezzanine-stage companies, (2) provides
structured funding to the portfolio companies based upon the meeting of
intermediate goals and (3) provides business and management guidance and
mentoring to assist in the growth of the portfolio companies, and (4) spins-off
the portfolio companies as stand-alone public companies when they reach the
desired level of maturity.
 
 Consorteum
is structured to be a holding company with 100%-owned
subsidiaries. Consorteum acquires its portfolio companies by issuing, to
the original owners at the time of the acquisition, shares of Consorteum
convertible preferred stock which convert back into shares of the portfolio
company at the time of the spin-off.  That is the original owner’s
protection, while their company is a Consorteum portfolio company, that they
will receive their correct percentage of their company at the time of the
spin-off.
 
 During
the period that a portfolio company is being funded, the Consorteum funding is
made as a series of loans, collateralized by the assets of the portfolio
company.  Additional funding is advanced upon accomplishment of
pre-agreed interim benchmarks or goals.  These advances are the
primary basis for Implex’s return as a percentage of the portfolio company at
the time of its spin-off.  Consorteum will issue its convertible
preferred stock, convertible into shares of the portfolio company at the time of
the spin-off, if an outside, third-party investment is in the form of equity,
which will be advanced to the portfolio company as additional Consorteum
debt.  If a portfolio company obtains debt investments from outside,
third-parties, the portfolio company will issue its own debt instruments,
subordinated to the debt to Implex.
 
 At the
time of the spin-off, Consorteum receives its formula-calculated percentage off
of the top. The spin-off is accomplished by Consorteum issuing, to its own
shareholders, a portion of the shares received by it, with other shares being
sold into the market to replenish Consorteum’s capital
account.  Shares owed to outside, third-party equity investors will be
distributed by Consorteum as required.
  Second,
other lenders and investors, if any, get the number of shares which their
investment documents entitle them to.  This would include outside,
third-party debt investors who loaned directly to the portfolio company and
received convertible debt instruments. Third, management gets the number of
shares, if any, which their employment agreements, stock options, etc. entitle
them to. Fourth, the original owners of the company receive all of the
shares which are left.
 
 Business
Division
 
 The
business of “Wellentech” remains as a division of Consorteum. The division is a
separate business that designs and installs systems for data, voice, video and
telecom including Wireless Fidelity, or Wi-Fi, with the deployment of a fixed
Wireless Local Area Network. This division’s management believes that it can
integrate superior solutions across a vast majority of communication
requirements. We intend to earn revenue for rendering services which will
include; (i) the installation of data, voice, video and telecom networks; (ii)
the sale of networking products that are installed and (iii) consulting services
in the assessment of existing networks.
 
 With its
expertise in the wired networking infrastructure industry; we can design,
manage, install and service our wireless customers with the same processes,
personnel and management. As well as the services we provide, we purchase and
resell products such as networking routers, cable, software and video equipment
that are involved in our project installations. We purchase our products from
various distributors. In the event that any of these distributors cease
operations, our business would not be adversely affected because these products
are readily available from multiple distributors locally, regionally or
nationally.
 
 Employees,
Officers and Directors
 
 Presently,
the Company continues to have one employee, a single officer, and two
directors.  Prior to August 25, 2008 the sole employee and sole
director was Irwin Rapoport and the two directors were James D. Beatty and Irwin
Rapoport.  On August 25, 2008 the Company, with the support of Mr.
Rapoport, entered into an arrangement with Richard C. Fox, whereby Mr. Fox (1)
assigned a certain business concept and business plan to the Company, (2) became
a director and the sole officer, in replacement of Mr. Rapoport, and (3) became
an employee under a certain Employment Agreement.  At the present
time, Mr. Fox remains the sole officer and the sole employee, while Mr. Fox and
Mr. Beatty remain as the two directors.
 
 Under his
employment agreement, Mr. Fox is to be paid $20,000 per month for legal services
for the period September 1, 2008 to December 31, 2008.  On January 1,
2009 Mr. Fox was to begin being compensated at the same rate as Chief Executive
Officer, but with the compensation deferred until the required amount of
financing is raised.  Mr. Fox provided substantial legal services
during the period for the month of September 2008 covering the various
corporate, corporate governance, securities law filings, and financing
negotiation matters.  The financing negotiations were completed and
all related documents were agreed upon and executed by the Company by September
29, 2008.  However, due to US economic conditions, the closing of the
financing was delayed and finally the financing entity determined that it could
not proceed.  As a result, the Company accrued the $20,000 owing to
Mr. Fox for the month of September and  Mr. Fox waived any other
compensation for the balance of 2008, for which period Mr. Fox is contributing
his services.  The employment agreement remains in effect pending the
securing of financing.
  3
  Also on
August 25, 2008 the Company adopted a plan for the compensation of
directors.  Under the plan, the Chairman of the Board was to have
received, in shares, the equivalent of $6,000 per month, the Vice-Chairman was
to have received, in shares, the equivalent of $5,500 per month, and the
remaining directors were to have received, in shares the equivalent of $5,000
per month.  The shares issued as compensation were to have been valued
at $5.00 per share pending a public market for them, after which the value would
be 85% of the average closing price of the stock for the preceding
month.  Because the anticipated financing did not close, Messrs.
Beatty and Fox have waived all compensation under the plan and are contributing
their services as directors.  The plan remains in place pending
further developments.
 
 Also on
August 25, 2008 the Company adopted The 2008 Employees Compensation and Stock
Option Plan and The 2008 Stock Option Plan.  As of December 31, 2008,
no shares or stock options have been granted under the first plan and no options
have been granted under the second plan.
  From time
to time, we may employ additional independent contractors to support our
development, marketing, sales, support and administrative organization. We
believe that our future success will depend in part on our continued ability to
attract, hire or acquire and retain qualified employees.
 
 Item
1A. Risk Factors
 
 An
investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus and any other filings we may make with the United States Securities
and Exchange Commission in the future before investing in our common stock. If
any of the following risks occur, our business, operating results and financial
condition could be seriously harmed. Please note that throughout this
prospectus, the words “we”, “our” or “us” refer to us and not to the selling
stockholders.
 
 We
may require additional funds to achieve our current business strategy and our
inability to obtain additional financing will inhibit our ability to expand or
even maintain our business operations
  Our
auditor has expressed substantial doubt about our ability to continue as a going
concern. We may need to raise additional funds through public or private debt or
sale of equity to achieve our current business strategy. The financing we need
may not be available when needed. Even if this financing is available, it may be
on terms that we deem unacceptable or are materially adverse to your interests
with respect to dilution of book value, dividend preferences, liquidation
preferences, or other terms. Our inability to obtain financing will inhibit our
ability to implement our development strategy, and as a result, could require us
to diminish or suspend our development strategy and possibly cease our
operations.
  If we are
unable to obtain financing on reasonable terms, we could be forced to delay,
scale back or eliminate certain product and service development programs. In
addition, such inability to obtain financing on reasonable terms could have a
negative effect on our business, operating results, or financial condition to
such extent that we are forced to restructure, file for bankruptcy, sell assets
or cease operations, any of which could put your investment dollars at
significant risk.
 
 We
have a limited operating history that you can use to evaluate us, and therefore
we may not survive if we meet some of the problems, expenses, difficulties,
complications and delays frequently encountered by a start up
company.
  We were
incorporated on November 7, 2005. We are on early stage company with no revenue
or history to date. Accordingly, you can evaluate our business, and therefore
our future prospects, based only on a limited operating history. You must
consider our prospects in light of the risks and uncertainties encountered by
start up companies. To date, we have completed only part of our business plan.
As a start-up company, we can provide no assurances that we will be able to make
the necessary steps to achieve profitability in the future, such as expanding
our customer base.
  We are
subject to all the substantial risks inherent in the commencement of a new
business enterprise with new management. We can provide no assurance that we
will be able to successfully generate revenues, operate profitably, or make any
distributions to the holders of our securities. We have a limited business
history for you to analyze or to aid you in making an informed judgment as to
the merits of an investment in our securities. Any investment in our common
stock should be considered a high risk investment because you will be placing
funds at risk in an unseasoned start-up company with unforeseen costs, expenses,
competition and other problems to which start-up ventures are often
subject.
  As we
have such a limited history of operation, you will be unable to assess our
future operating performance or our future financial results or condition by
comparing these criteria against our past or present equivalents.
  If
we are unable to generate significant revenues from our operations, we may be
unable to expand our services and may be forced to cease operations
 
 If we are
unable to generate significant revenues from our operations, we could be forced
to delay, scale back or eliminate certain services and product development
programs. We intend to acquire and maintain businesses in our industry. If we
fail to generate significant revenues in the future, then we will not able to
expand our product line as we anticipate. This failure to expand may hurt our
ability to raise additional capital which could have a negative effect on our
business, operating results, or financial condition to such extent that we are
forced to restructure, file for bankruptcy, sell assets or cease operations, any
of which could put your investment dollars at significant risk
  4
  We
may make acquisitions or form joint ventures that are unsuccessful.
 
 Our
ability to grow is dependent on our ability to successfully acquire other
companies, which creates substantial risk. In order to pursue a growth by
acquisition strategy successfully, we must identify suitable candidates for
these transactions; however, because of our limited funds, we may not be able to
purchase those companies that we have identified as potential acquisition
candidates. Additionally, we may have difficulty managing post-closing issues
such as the integration into our corporate structure. Integration issues are
complex, time consuming and expensive and, without proper planning and
implementation, could significantly disrupt our business, including, but not
limited to, the diversion of management's attention, the loss of key business
and/or personnel from the acquired company, unanticipated events, and legal
liabilities.
  If
we are unable to hire and retain key personnel, then we may not be able to
implement our business plan.
  We depend
on the services of our sole officer and director and our success depends on the
continued efforts of such individual to manage our business operations. The loss
of the services of the President could have a negative effect on our business,
financial condition and results of operations. Although we currently have an
employment contract with our President, Richard C. Fox, the implementation of
the agreement is dependent upon our receipt of third party financing. In
addition, our success in expanding our business operations is largely dependent
on our ability to hire highly qualified personnel. In addition, we may lose
employees or consultants that we hire due to higher salaries and fees being
offered by competitors or other businesses in the industry.
  Richard
C. Fox’s control may prevent you from causing a change in the course of our
operations and may affect the market price of our common stock.
  Richard
C. Fox, beneficially owns approximately  81% of our common stock.
Accordingly, for as long as this individual continues to own more than 50% of
our common stock, he will be able to elect our entire board of directors,
control all matters that require a stockholder vote (such as mergers,
acquisitions and other business combinations) and exercise a significant amount
of influence over our management and operations. Therefore, regardless of the
number of our common shares sold, your ability to cause a change in the course
of our operations is eliminated. As such, the value attributable to the right to
vote is limited. This concentration of ownership could result in a reduction in
value to the common shares you own because of the ineffective voting power, and
could have the effect of preventing us from undergoing a change of control in
the future.
  There
is no assurance that a public market will develop for our common stock or that
our common stock or that our common stock will ever be approved for trading on a
recognized exchange.
  There is
no established public trading market for our securities, although we are listed
on the OTCBB.  There can  be no assurance that a regular
trading market will develop or that if developed, will be
sustained.
  We
do not expect to pay dividends.
  We have
not paid any dividends on our common stock in the past, and do not anticipate
that we will declare or pay any dividends in the foreseeable future.  In
addition, because we do not pay dividends we may have trouble raising additional
funds which could affect our ability to expand out business
operations.
  Future
sales by our stockholders may negatively affect our stock price and our ability
to raise funds in new stock offerings.
  Sales of
our common stock in the public market could lower the market price of our common
stock. Sales may also make it more difficult for us to sell equity securities or
equity-related securities in the future at a time and price that our management
deems acceptable or at all. Of the 29,860,000 shares of common stock outstanding
as of March 26, 2009, 6,850,000 shares are freely tradable without restriction.
The remaining 23,010,000 shares of common stock, which are held by existing
stockholders, including the officers and directors, are “restricted securities”
and may be resold in the public market only if registered or pursuant to an
exemption from registration. Some of these shares may be resold under Rule 144.
After February 2007, the 2,725,000 shares issued to our shareholders in our
Regulation D Rule 506 offering, became available for resale to the public and in
accordance with the volume and trading limitations of Rule 144 of the Act. After
June 2007, the 200,000 shares issued to two consultants became available
for resale to the public and in accordance with the volume and trading
limitations of Rule 144 of the Act. In general, under Rule 144 as currently in
effect, a person who has beneficially owned shares of a company’s common stock
for at least six months is entitled to sell within any three month period a
number of shares that does not exceed 1% of the number of shares of our common
stock then outstanding which, in our case, would equal approximately 298,600
shares as of March 26, 2009.
  5
  Our
stock price may be highly volatile and subject to wide fluctuations due to many
factors, including a substantial market overhang.
  The
market price of our common stock may be highly volatile and subject to wide
fluctuations in response to quarterly variations in operating results,
announcements of distribution agreements, or new affiliations or new products
and services by us or our competitors, changes in financial estimates by
securities analysts, lack of market acceptance of our products, or other events
or factors, including the risk factors described herein. In addition, the stock
market in general experiences significant price and volume fluctuations that are
often unrelated to a company’s operating performance. As with any public
company, we may be subject to securities class action litigation following
periods of volatility in the market price of our securities which could result
in substantial costs and a diversion of management’s attention and resources.
Additionally, the sale of a substantial number of shares of common stock, or
even the potential of sales, in the public market could deflate the market price
for the common stock and make it more difficult for us to raise additional
capital through the sale of our common stock.
  We
do not have any patents, copyrights, or trademarks.
 
 We do not
currently own any patents, copyrights or trademarks with respect to any of our
intellectual properties. Therefore, we have no assurance that we can protect our
intellectual properties from infringement by other firms.
  Furthermore,
in the event that any our competitors are able to secure intellectual property
rights protection on intellectual property that we possess we might be precluded
from using any such intellectual property.
  We
are in an intensely competitive industry and any failure to timely implement our
business plan could diminish or suspend our development and possibly cease our
operations.
 
 The
industry for designing and installing systems for data, voice, video, and
telecom is highly competitive, and has few barriers to entry. We can provide no
assurance that additional competitors will not enter into the industry. There
are other companies that currently offer similar services that have established
user bases that are significantly larger than ours, and that have access to
greater capital. If we are unable to efficiently and effectively institute our
business plan as a result of intense competition or a saturated market, we may
not be able to continue the development and enhancement of our web site and
become profitable.
  “Penny
Stock” Rules may make buying or selling our common stock difficult.
  Trading
in our securities is subject to the “penny stock” rules. The SEC has adopted
regulations that generally define a penny stock to be any equity security that
has a market price of less than $5.00 per share, subject to certain exceptions.
These rules require that any broker-dealer who recommends our securities to
persons other than prior customers and accredited investors, must, prior to the
sale, make a special written suitability determination for the purchaser and
receive the purchaser’s written agreement to execute the transaction. Unless an
exception is available, the regulations require the delivery, prior to any
transaction involving a penny stock, of a disclosure schedule explaining the
penny stock market and the risks associated with trading in the penny stock
market. In addition, broker-dealers must disclose commissions payable to both
the broker-dealer and the registered representative and current quotations for
the securities they offer. The additional burdens imposed upon broker- dealers
by such requirements may discourage broker-dealers from effecting transactions
in our securities, which could severely limit the market price and liquidity of
our securities. Broker-dealers who sell penny stocks to certain types of
investors are required to comply with the Commission’s regulations concerning
the transfer of penny stocks. These regulations require broker- dealers
to:
  ·
                  Make
      a suitability determination prior to selling a penny stock to the
      purchaser;
 ·
                  Receive
      the purchaser’s written consent to the transaction;
  and
 ·
                  Provide
      certain written disclosures to the
purchaser.
  These
requirements may restrict the ability of broker-dealers to sell our common stock
and may affect your ability to resell our common stock.
  Our
stock price may decrease due to our market cap based on the future issuances of
additional shares of common.
  Our
Articles of Incorporation authorize the issuance of one hundred and sixty
million shares of common stock and ten million shares of preferred stock, par value
$.001. As of March 26, 2009, we had 29,860,000, shares of common stock issued
and outstanding. As such, our Board of Directors has the power, without
shareholder approval, to issue up to 130,140,000 shares of common stock. The
issuance of such shares will dilute the shares held by the current
shareholders.
  However,
our Board of Directors has the authority, without further action by the
shareholders, to issue from time to time the preferred stock and with such
relative rights, privileges, preferences and restrictions that the Board may
determine. Any issuance of preferred stock will dilute the voting power or other
rights of the holders of common stock. If preferred shares are issued it may
impact our decision to issue dividends since this may increase the number of
dividends that we would be issuing. In addition, it is possible that the Board
of Directors may determine that the preferred shares will have rights and
preferences, including dividend rights, over the common
stockholders.
  6
  Item 2.  
Properties.
  Our
executive offices are located at 131 Court Street, #11, Exeter, New
Hampshire 03833. We believe that this space is adequate to operate our
current business and as business warrants we may expand into a larger
space. The office space is provided by our CEO at no cost to
us.
 
 Item 3.  Legal
Proceedings.
 
 There are
no pending legal proceedings to which the Company is a party or in which any
director, officer or affiliate of the Company, any owner of record or
beneficially of more than 5% of any class of voting securities of the Company,
or security holder is a party adverse to the Company or has a material interest
adverse to the Company.
 
 Item
4.  Submission of Matters to a Vote of Security Holders.
  During
the period ending December 31, 2008, there has not been any matter which was
submitted to a vote of the Company’s shareholders through the solicitation of
proxies or otherwise.
  
 PART
II
 
 Item
5.  Market for Registrant's Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities.
 
 Market
Information
 
 There is
no trading market for our Common Stock at present and there has been no trading
market to date. There is no assurance that a trading market will ever develop
or, if such a market does develop, that it will continue.
  The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the
definition of a “penny stock,” for purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require: (i)
that a broker or dealer approve a person’s account for transactions in penny
stocks and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person’s account for
transactions in penny stocks, the broker or dealer must (i) obtain financial
information and investment experience and objectives of the person; and
(ii) make a reasonable determination that the transactions in penny stocks are
suitable for that person and that person has sufficient knowledge and experience
in financial matters to be capable of evaluating the risks of transactions in
penny stocks. The broker or dealer must also deliver, prior to any transaction
in a penny stock, a disclosure schedule prepared by the Commission relating to
the penny stock market, which, in highlight form, (i) sets forth the basis on
which the broker or dealer made the suitability determination and (ii) that the
broker or dealer received a signed, written agreement from the investor prior to
the transaction.
 
 Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading, and about commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.
  Holders
 
 As of
March 26, 2009 there were 29,860,000 shares of common stock issued and
outstanding, 24,000,000 of which are controlled by Richard C. Fox, the Company's
President, CEO and a member of the Board of Directors.
 
 As of
March 26, 2009 there were 41 holders of record of shares of our common
stock.
 
 Holders
of common stock do not have cumulative voting rights.
  Therefore,
holders of a majority of the shares of common stock voting for the election of
directors can elect all of the directors. Holders of our common stock
representing a majority of the voting power of our capital stock issued and
outstanding and entitled to vote, represented in person or by proxy, are
necessary to constitute a quorum at any meeting of our stockholders. A vote by
the holders of a majority of our outstanding shares is required to effectuate
certain fundamental corporate changes such as liquidation, merger or an
amendment to our Articles of Incorporation.
   7
  Although
there are no provisions in our charter or by-laws that may delay, defer or
prevent a change in control, we are authorized, without shareholder approval, to
issue shares of preferred stock that may contain rights or restrictions that
could have this effect.
  Holders
of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of liquidation, dissolution or winding up, each outstanding share entitles
its holder to participate pro rata in all assets that remain after payment of
liabilities and after providing for each class of stock, if any, having
preference over the common stock. Holders of our common stock have no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to our common stock.
 
 The
issued and outstanding shares of our Common Stock were issued in accordance with
the exemptions from registration afforded by Section 4(2) of the Securities Act
of 1933 or pursuant to a registration statement filed under the Securities Act
of 1933, as amended. .
 
 Dividends
 
 Since
inception we have not paid any dividends on our common stock. We currently do
not anticipate paying any cash dividends in the foreseeable future on our common
stock. . Although we intend to retain our earnings, if any, to finance the
exploration and growth of our business, our Board of Directors will have the
discretion to declare and pay dividends in the future.
  Payment
of dividends in the future will depend upon our earnings, capital requirements,
and other factors, which our Board of Directors may deem relevant.
  Item 7. Management's
Discussion and Analysis of Financial Condition and Results of
Operations.
 
 Safe
Harbor Statement under The Private Securities Litigation Reform Act of
1995
  Certain
statements contained in this section and elsewhere in this Form 10-K constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve a number
of known and unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include, but are not
limited to, regulatory and economic factors, seasonality, competition,
litigation, the nature of supplier or customer arrangements that become
available to the Company in the future, adverse weather conditions, possible
technological obsolescence of existing products and services, possible reduction
in the carrying value of long-lived assets, estimates of the useful life of its
assets, potential environmental liability, customer concentration, the ability
to obtain financing, and other risks detailed in this report and in the
Company's other periodic reports filed with the Securities and Exchange
Commission ("SEC"). The words "believe", "expect", "anticipate", "may", "plan",
"should" and similar expressions identify forward-looking statements. Readers
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date the statement was made.
  Critical
Accounting Policies
  The
Company's discussion and analysis of its financial condition and results of
operations are based upon its consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these consolidated financial statements
requires the Company to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses and related disclosure of
contingent assets and liabilities. Several of the Company's accounting policies
involve significant judgments, uncertainties and estimations. The Company bases
its estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities.
Actual results may differ from these estimates under different assumptions or
conditions. To the extent that actual results differ from management's judgments
and estimates, there could be a material adverse effect on the Company. On a
continuous basis, the Company evaluates its estimates, including, but not
limited to, those estimates related to its allowance for doubtful accounts,
inventory reserves, valuation allowance for the deferred tax assets relating to
its net operating loss carry forwards ("NOL's") and commitments and
contingencies. With respect to accounts receivable, the Company estimates the
necessary allowance for doubtful accounts based on both historical and
anticipated trends of payment history and the ability of the customer to fulfill
its obligations. For inventory, the Company evaluates both current and
anticipated sales prices of its products to determine if a write down of
inventory to net realizable value is necessary. In determining the Company's
valuation allowance for its deferred tax assets, the Company assesses its
ability to generate taxable income in the future. The Company utilizes both
internal and external sources to evaluate potential current and future
liabilities for various commitments and contingencies. In the event that the
assumptions or conditions change in the future, the estimates could differ from
the original estimates.
  8
  Critical
Accounting Policies
 The
accounting policies of the company are in accordance with United States of
America generally accepted accounting principles.  Outlined below are
those policies considered particularly significant:
  Organization
and Start Up Costs
  Costs of
start up activities, including organization costs are expensed as
incurred.
  Cash
and Cash Equivalents
  Cash and
cash equivalents consist of commercial accounts and interest-bearing bank
deposits and are carried at cost, which approximates current value. Items are
considered to be cash equivalents if the original maturity is three months or
less.
 
 Income
Taxes
  The
Company accounts for income taxes pursuant to SFAS No. 109, Accounting for Income
Taxes.  Deferred tax assets and liabilities are recorded for
differences between the financial statements and tax basis of the assets and
liabilities that will result in taxable or deductible amounts in the future
based on enacted tax laws and rates.  Valuation allowances are
established when necessary to reduce deferred tax assets to the amount expected
to be realized.  Income tax expense is recorded for the amount of
income tax payable or refundable for the period increased or decreased by the
change in deferred tax assets and liabilities during the period.  As
of December 31, 2007, a deferred tax asset (which arises solely as a result of
net operating losses), has been entirely offset by a valuation reserve due to
the uncertainty that this asset will be realized in the future.
  Fair
Value of Financial Instruments
  The
carrying value of the Company's accounts payable approximates fair value because
of the short-term maturity of these instruments.
 
 Earnings
or Loss Per Share
  The
Company accounts for earnings per share pursuant to SFAS No. 128, Earnings per Share, which
requires disclosure on the financial statements of "basic" and "diluted"
earnings (loss) per share. Basic earnings (loss) per share is computed by
dividing net income (loss) by the weighted average number of common shares
outstanding for the year. Diluted earnings (loss) per share is computed by
dividing net income (loss) by the weighted average number of common shares
outstanding plus common stock equivalents (if dilutive) related to stock options
and warrants for each year.
  There
were no dilutive financial instruments for the years ended December 31, 2008 or
2007.
 
 Deferred
Offering Costs
  The
Company defers as other assets the direct incremental costs of raising capital
until such time as the offering is completed.  At the time of the
completion of the offering, the costs are charged against the capital
raised.  Should the offering be terminated, deferred offering costs
are charged to operations during the period in which the offering is
terminated.
  Revenue
Recognition
  The
Company recognizes revenue in accordance with SEC Staff Accounting Bulletin No.
104, Revenue
Recognition ("SAB 104").  SAB 104 requires that four basic
criteria must be met before revenue can be recognized: (1) persuasive evidence
of an arrangement exists; (2) delivery has occurred or services have been
rendered; (3) the selling price is fixed and determinable; and (4)
collectibility is reasonably assured.
  The
Company currently has one revenue stream which is providing information
technology consulting services.  These revenues are recognized on
completion of the services rendered.  The customers are billed on
completion and are due on receipt.
  9
  Recent
Accounting Pronouncements
  In
December 2007, the FASB issued SFAS No. 141 (R) Business Combinations. SFAS
141R establishes principles and requirements for how the acquirer of a business
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree. SFAS 141R also provides guidance for recognizing and measuring the
goodwill acquired in the business combination and determines what information to
disclose to enable users of the financial statements to evaluate the nature and
financial effects of the business combination. The guidance will become
effective as of the beginning of the Company’s fiscal year beginning after
December 15, 2008. Management believes the adoption of this pronouncement will
not have a material impact on the Company's financial statements.
  In
December 2007, the FASB issued SFAS No. 160 Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51. SFAS 160
establishes accounting and reporting standards for the noncontrolling interest
in a subsidiary and for the deconsolidation of a subsidiary. The guidance will
become effective as of the beginning of the Company’s fiscal year beginning
after December 15, 2008. Management believes the adoption of this pronouncement
will not have a material impact on the Company's financial
statements.
 In March
2008, the FASB issued FAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities, an amendment of FASB Statement No. 133, which requires
additional disclosures about the objectives of the derivative instruments and
hedging activities, the method of accounting for such instruments under FAS 133
and its related interpretations, and a tabular disclosure of the effects of such
instruments and related hedged items on our financial position, financial
performance, and cash flows. FAS 161 is effective for us beginning January 1,
2009. We are currently assessing the potential impact that adoption of FAS 161
may have on our financial statements.
 In May
2008, the FASB issued FAS 163 (“FAS 163”), “Accounting for Financial Guarantee
Insurance Contracts—an interpretation of FASB Statement No. 60”. This Statement
interprets Statement 60 and amends existing accounting pronouncements to clarify
their application to the financial guarantee insurance contracts included within
the scope of this Statement. FAS 163 is not expected to have a material impact
on the Company’s consolidated financial statements.
 
 In May
2008, the FASB issued Statement No. 162, The Hierarchy of Generally Accepted
Accounting Principles. FASB Statement No. 162 defines the order in which
accounting principles that are generally accepted should be followed. FASB
Statement No. 162 is effective 60 days following the SEC’s approval of the
Public Company Accounting Oversight Board (“PCAOB”) amendments to AU Section
411, The Meaning of Present Fairly in Conformity with Generally Accepted
Accounting Principles. Management believes the adoption of this pronouncement
does not have a material impact on the Company's consolidated financial
statements.
  Overview
 
 Consorteum
is a holding company which (1) acquires mezzanine-stage companies, (2) provides
structured funding to the portfolio companies based upon the meeting of
intermediate goals and (3) provides business and management guidance and
mentoring to assist in the growth of the portfolio companies, and (4) spins-off
the portfolio companies as stand-alone public companies when they reach the
desired level of maturity.
 
 Consorteum
is structured to be a holding company with 100%-owned subsidiaries. Consorteum
acquires its portfolio companies by issuing, to the original owners at the time
of the acquisition, shares of Consorteum convertible preferred stock which
convert back into shares of the portfolio company at the time of the
spin-off.  That is the original owner’s protection, while their
company is an Consorteum portfolio company, that they will receive their correct
percentage of their company at the time of the spin-off.
 
 During
the period that a portfolio company is being funded, the Consorteum funding is
made as a series of loans, collateralized by the assets of the portfolio
company.  Additional funding is advanced upon accomplishment of
pre-agreed interim benchmarks or goals.  These advances are the
primary basis for Implex’s return as a percentage of the portfolio company at
the time of its spin-off.  Consorteum will issue its convertible
preferred stock, convertible into shares of the portfolio company at the time of
the spin-off, if an outside, third-party investment is in the form of equity,
which will be advanced to the portfolio company as additional Consorteum
debt.  If a portfolio company obtains debt investments from outside,
third-parties, the portfolio company will issue its own debt instruments,
subordinated to the debt to Consorteum.
 
 At the
time of the spin-off, Consorteum receives its formula-calculated percentage off
of the top. The spin-off is accomplished by Consorteum issuing, to its own
shareholders, a portion of the shares received by it, with other shares being
sold into the market to replenish Consorteum’s capital
account.  Shares owed to outside, third-party equity investors will be
distributed by Consorteum as required.
  Second,
other lenders and investors, if any, get the number of shares which their
investment documents entitle them to.  This would include outside,
third-party debt investors who loaned directly to the portfolio company and
received convertible debt instruments. Third, management gets the number of
shares, if any, which their employment agreements, stock options, etc. entitle
them to. Fourth, the original owners of the company receive all of the shares
which are left.
  10
 Results of
Operation
 
 The
Company did not generate any revenues for the year ended December 31, 2008 or
for the year ended December 31, 2007.
 
 Services
contributed by shareholders decreased to $17,000 for the year ended December 31,
2008, as compared to the year ended December 31, 2007 when services contributed
by shareholders were $24,000. The decrease is mainly due to the officers and
directors waiving their fees in September 2008. Professional fees include legal
and accounting fees and filing fees. There was no gain on foreign exchange for
the year ended December 31, 2008 as compared to the year ended December 31, 2007
which had a gain of $261.
 
 Net loss
for the year ended December 31, 2008 was $62,480.  Net loss for the
year ended December 31, 2007 was $38,862.  The increase in loss was
primarily due to the increase in professional fees.
 
 Loss per
share was $0.00 for the period ended December 31, 2008, and a loss of $0.00 per
share for the period ended December 31, 2007.
 
 Professional
fees for the year ended December 31, 2008 were $45,470, as compared to the year
ended December 31, 2007 when the professional fees were $115,123. This increase
in professional fees during 2008 was due to additional work involved in the
change of our business.
 
 There
were no consulting and contracting expenses for the year ended December 31, 2008
and for the year ended December 31, 2007.
 
 Liquidity and Capital
Resources
 
 As of
December 31, 2008, we had working capital deficit of $40,574, compared to the
positive working capital deficit of $27,278 as of December 31, 2007. The
decrease is mainly due to increase of our accounts payable. We did not raise any
cash from issuance of common stock.
 
 Cash
flows used in operating activities for the year ended December 31, 2008 was
$29,174, which was primarily due to the loss for the period.  Cash
flows used in operating activities for the year ended December 31, 2007 was
$7,129.
 
 Cash
flows provided by financing activities for the year ended December 31, 2008 was
$29,174, consisting primarily of a loan of $25,000 and cash provided by
stockholders to fund our operating expenses. Cash flows used in financing
activities for the year ended December 31, 2007 was $3,915, consisting primarily
of payment of $10,000 for preparation of the SB-2 as well as cash provided by
stockholders to fund our operating expenses.
 
 Going Concern
Consideration
 
 Due to
the uncertainty of our ability to meet our current operating and capital
expenses, in their report on our audited financial statements for the period
ended December 31, 2008, our independent registered accountants included an
explanatory paragraph expressing substantial doubt about our ability to continue
as a going concern. Our financial statements contain additional note disclosures
describing the circumstances that lead to this disclosure by our independent
auditors.
 
 Off-Balance Sheet
Arrangements
 
 We have
no off-balance sheet arrangements
  11




Item
8. Financial Statements
  
   CONSORTEUM
HOLDINGS, INC.
   (formerly
Implex Corporation)
   FINANCIAL
STATEMENTS
   DECEMBER
31, 2008 and 2007
  
   
   CONTENTS
  Report
      of Independent Registered Accounting Firm
              12Balance
      Sheets
              13Statements
      of Operations
              14Statements
      of Cash Flows
              15Statement
      of Changes in Stockholders' Equity
              16Notes
      to Financial Statements
              17
  
 
 12
 
 
 
 
 Report
of Independent Registered Public Accounting Firm
 
 
 To
the Shareholders of
 Consorteum
Holdings, Inc.
 Exeter,
New Hampshire
   We
have audited the accompanying balance sheet of Consorteum Holdings, Inc.
(formerly known as Implex Corporation) (a development stage company) for the
year ended December 31, 2008 and the related statements of operations,
shareholders' equity, and cash flows for the years ended December 31, 2008, and
for the period from November 7, 2005 (inception) to December 31, 2008. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. The financial statements of the Company for the year ended December
31, 2007 were audited by other auditors whose report, dated February 24, 2008,
expressed an unqualified opinion on those statements.
  We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. 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. We believe that our audit provides a
reasonable basis for our opinion.
  In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Consorteum Holdings, Inc. as of
December 31, 2008 and the results of its operations and its cash flows for the
years ended December 31, 2008 and for the period from November 7, 2005
(inception) to December 31, 2008 in conformity with generally accepted
accounting principles.
  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company has suffered recurring losses from operations and has a
net capital deficiency, which raises substantial doubt about its ability to
continue as a going concern. Management's plans regarding those matters also are
described in Note 3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
 
 
 /s/
Sutton Robinson Freeman & Co., P.C.
 Sutton
Robinson Freeman & Co., P.C.
 Certified
Public Accountants
  Tulsa,
Oklahoma
 April
13, 2009
 
 
 
 
 13
 
  
 CONSORTEUM
HOLDINGS, INC.
 (formerly
Implex Corporation)
 (A Development Stage
Company)
 BALANCE
SHEETS
 December
31, 2008 and 2007




2008
                    
                    
                    2007ASSETSCurrent
      AssetsCash
                    
                    $
                    -
                    
                    
                    $
                    -Other
      AssetsDeferred
      offering costs
                    
                    
                    34,678
                    
                    
                    
                    34,678Total
      Assets
                    
                    $
                    34,678
                    
                    
                    $
                    34,678LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      payable and accrued liabilities
                    
                    $
                    40,574
                    
                    
                    $
                    24,278Long
      Term LiabilitiesLoan
                    
                    $
                    25,000Total
      Liabilities
                    
                    
                    24,278
                    
                    
                    
                    24,278Stockholders'
      EquityCommon
      stock
                    
                    
                    29,860
                    
                    
                    
                    14,925Additional
      paid in capital
                    
                    
                    65,079
                    
                    
                    
                    58,830Deficit
      accumulated during the development stage
                    
                    
                    (125,835
                    )
                    
                    
                    (63,355
                    )Total
      Stockholders' Equity
                    
                    
                    (30,896
                    )
                    
                    
                    10,400Total
      Liabilities and Stockholders' Equity
                    
                    $
                    34,678
                    
                    
                    $
                    34,678
 
 
 The
accompanying notes are an integral part of these financial
statements.
  14
 
 CONSORTEUM
HOLDINGS, INC.
 (formerly
Implex Corporation)
 (A Development Stage
Company)
 STATEMENTS
OF OPERATIONS
 For The Years Ended December 31, 2008
and 2007, and Cumulative From November 7, 2005 (Date Of Inception) Through
December 31, 2008
 
  For
      The Year Ended
                              31
      December 2008
                            
                            
                            For
      The Year Ended
                              31
      December 2007
                            
                            
                            For
      The Period From Inception (7 November 2005) to
                              31
      December 2008REVENUE
                            
                            $
                            -
                            
                            
                            
                            -
                            
                            
                            $
                            16,280EXPENSESServices
      contributed by shareholder
                            
                            
                            17,000
                            
                            
                            
                            24,000
                            
                            
                            
                            53,000Professional
      fees
                            
                            
                            45,470
                            
                            
                            
                            15,123
                            
                            
                            
                            68,536(Gain)
      loss on foreign exchange
                            
                            
                            -
                            
                            
                            
                            (261
                            )
                            
                            
                            265Consulting
      and subcontracting
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            20,200Interest
      on loan
                            
                            
                            10
                            
                            
                            
                            -
                            
                            
                            
                            10Bank
      charges
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            10462,480
                            
                            
                            
                            38,862
                            
                            
                            
                            142,115LOSS
      BEFORE TAXES
                            
                            
                            (62,480
                            )
                            
                            
                            (38,862
                            )
                            
                            
                            (125,835
                            )INCOME
      TAX RECOVERY
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -NET
      LOSS
                            
                            $
                            (62,480
                            )
                            
                            
                            (38,862
                            )
                            
                            $
                            (125,835
                            )LOSS
      PER WEIGHTED NUMBER OF SHARES OUTSTANDING BASIC AND
DILUTED
                            
                            $
                            0.00
                            
                            
                            $
                            0.00WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING BASIC AND DILUTED
                            
                            
                            29,860,000
                            
                            
                            
                            14,925,000
 
 
 
 
 The
accompanying notes are an integral part of these financial
statements.
  15
  CONSORTEUM
HOLDINGS, INC.
 (formerly
Implex Corporation)
 (A
Development Stage Company)
 STATEMENTS
OF CASH FLOWS
 For The Years Ended December 31, 2008
and 2007, and Cumulative from November 7, 2005 (Date Of Inception) Through
December 31, 2008
  For
      The Year Ended 31 December 2008
                    
                    
                    For
      The Year Ended 31 December 2007
                    
                    
                    For
      the Period From Inception (7 November 2005) to 31 December
      2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                    
                    $
                    (62,480
                    )
                    
                    $
                    (38,862
                    )
                    
                    $
                    (125,835
                    )Adjustment
      to reconcile net loss to net cash provided by operating
      activities:Services
      contributed by shareholder
                    
                    
                    17,000
                    
                    
                    
                    24,000
                    
                    
                    
                    51,320Common
      stock issued for services
                    
                    
                    317
                    
                    
                    
                    -
                    
                    
                    
                    6,317Changes
      in operating assets and liabilities:Accounts
      receivable
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Taxes
      payable
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Accounts
      payable and accrued liabilities
                    
                    
                    15,989
                    
                    
                    
                    7,733
                    
                    
                    
                    40,267NET
      CASH FLOWS USED IN OPERATING ACTIVITIES
                    
                    
                    (29,174
                    )
                    
                    
                    (7,129
                    )
                    
                    
                    (27,931
                    )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from loan
                    
                    
                    25,000
                    
                    
                    
                    -
                    
                    
                    
                    25,000Stockholder
      contributions
                    
                    
                    4,174
                    
                    
                    
                    6,085
                    
                    
                    
                    10,259Deferred
      offering costs
                    
                    
                    -
                    
                    
                    
                    (10,000
                    )
                    
                    
                    (34,678
                    )Common
      shares issued for cash
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    27,350CASH
      FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES
                    
                    
                    29,174
                    
                    
                    
                    (3,915
                    )
                    
                    
                    27,931NET
      DECREASE IN CASH
                    
                    
                    -
                    
                    
                    
                    (11,044
                    )
                    
                    
                    -CASH,
      BEGINNING OF YEAR
                    
                    
                    -
                    
                    
                    
                    11,044
                    
                    
                    
                    -CASH,
      END OF YEAR
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
 
 
 
 
 The
accompanying notes are an integral part of these financial
statements.
  16
 
 CONSORTEUM
HOLDINGS, INC.
 (formerly
Implex Corporation)
 (A
Development Stage Company)
 STATEMENT
OF CHANGES IN STOCKHOLDERS’ EQUITY
 For
the Period from Inception Through December 31, 2008
  
  Common
      Stock
                        
                        
                        Additional
                          Paid-In
                        
                        
                        Earnings
                          (Deficit)
      Accumulated
                          During
      the
                          Development
                        
                        
                        Total
                          Stockholders'Shares
                        
                        
                        Amount
                        
                        
                        Capital
                        
                        
                        Stage
                        
                        
                        EquityCommon
      shares issued at inception
                        
                        
                        12,000,000
                        
                        
                        $
                        12,000
                        
                        
                        $
                        (11,900
                        )
                        
                        $
                        -
                        
                        
                        $
                        100Common
      shares issued for cash
                        
                        
                        1,600,000
                        
                        
                        
                        1,600
                        
                        
                        
                        14,400
                        
                        
                        
                        -
                        
                        
                        
                        16,000Net
      loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        467
                        
                        
                        
                        467Balance,
      31 December 2005
                        
                        
                        13,600,000
                        
                        
                        
                        13,600
                        
                        
                        
                        2,500
                        
                        
                        
                        467
                        
                        
                        
                        16,567Common
      shares issued for cash
                        
                        
                        1,125,000
                        
                        
                        
                        1,125
                        
                        
                        
                        10,125
                        
                        
                        
                        -
                        
                        
                        
                        11,250Common
      shares issued for services
                        
                        
                        200,000
                        
                        
                        
                        200
                        
                        
                        
                        5,800
                        
                        
                        
                        -
                        
                        
                        
                        6,000Services
      contributed by shareholder
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        10,320
                        
                        
                        
                        -
                        
                        
                        
                        10,320Net
      loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (24,960
                        )
                        
                        
                        (24,960
                        )Balance,
      31 December 2006
                        
                        
                        14,925,000
                        
                        
                        
                        14,925
                        
                        
                        
                        28,745
                        
                        
                        
                        (24,493
                        )
                        
                        
                        19,177Stockholder
      contributions
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        6,085
                        
                        
                        
                        -
                        
                        
                        
                        6,085Services
      contributed by shareholder
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        24,000
                        
                        
                        
                        -
                        
                        
                        
                        24,000Net
      loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (38,862
                        )
                        
                        
                        (38,862
                        )Balance,
      31, December 2007
                        
                        
                        14,925,000
                        
                        
                        $
                        14,925
                        
                        
                        $
                        58,830
                        
                        
                        
                        (63,355
                        )
                        
                        
                        10,400Two-for-one
      stock split
                        
                        
                        14,925,000
                        
                        
                        
                        14,925
                        
                        
                        
                        (14,925
                        )
                        
                        
                        
                        
                        
                        
                        -Stockholder
      contributions
                        
                        
                        -
                        
                        
                        
                        
                        
                        
                        
                        4,174
                        
                        
                        
                        -
                        
                        
                        
                        4,174Common
      shares issued for services
                        
                        
                        10,000
                        
                        
                        
                        10
                        
                        
                        
                        
                        
                        
                        
                        -
                        
                        
                        
                        10Services
      contributed by shareholder
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        17,000
                        
                        
                        
                        -
                        
                        
                        
                        17,000Net
      loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (62,480
                        )
                        
                        
                        (62,480
                        )Balance,
      31 December 2008
                        
                        
                        29,860,000
                        
                        
                        
                        29,860
                        
                        
                        
                        65,079
                        
                        
                        
                        (125,835
                        )
                        
                        
                        (30,896
                        )
 
 
 
 
 The
accompanying notes are an integral part of these financial
statements.
  17




CONSORTEUM
HOLDINGS, IC.
 (formerly
Implex Corporation)
 (A
Development Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 December
31, 2008 and 2007
   1.
              ORGANIZATION
      AND NATURE OF BUSINESS
 
 Consorteum
Holdings, Inc. (formerly Implex Corporation and hereinafter the "Company"), was
incorporated on November 7, 2005, under the laws of the State of Nevada as
Wellentech Services, Inc. and changed its name to Implex Corporation on
September 29, 2008.  On April 9, 2009 the Company changed its name to
Consorteum Holdings, Inc.  The Company is a development stage company,
structured as a holding company, engaged in the acquiring, financing, mentoring
and spinning-off of mezzanine stage companies.
  2.
              GOING
      CONCERN
  The
accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America with
the assumption that the Company will be able to realize its assets and discharge
its liabilities in the normal course of business.  The Company has had
limited revenues and has an accumulated deficit which raises substantial doubt
about the Company's ability to continue as a going concern.  The
financial statements do not include any adjustments to the amounts and
classifications of assets and liabilities that might be necessary should the
Company be unable to continue as a going concern.
  The
Company's ability to continue as a going concern is contingent upon its ability
to complete public equity financing and generate profitable operations in the
future.  Management's plan in this regard is to secure additional
funds through equity financing and through loans made by the Company's
stockholders.
  3.
              BASIS
      OF PRESENTATION
  The
Company has not earned any revenues from limited principal operations and
accordingly, the Company's activities have been accounted for as those of a
"Development Stage Enterprise" as set forth in Statement of Financial Accounting
Standards (“SFAS”) No. 7, Accounting and Reporting by
Development Stage Enterprises.  Among the disclosures required
by SFAS No. 7 are that the Company's financial statements be identified as those
of a development stage company, and that the statements of operation,
stockholders' equity and cash flows disclose activity since the date of the
Company's inception.
   18
  
 CONSORTEUM
HOLDINGS, INC.
 (formerly
Implex Corporation)
 (A
Development Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 December
31, 2008 and 2007
  4.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
  The
accounting policies of the company are in accordance with United States of
America generally accepted accounting principles.  Outlined below are
those policies considered particularly significant:
  Organization
and Start Up Costs
  Costs of
start up activities, including organization costs are expensed as
incurred.
  Cash
and Cash Equivalents
  Cash and
cash equivalents consist of commercial accounts and interest-bearing bank
deposits and are carried at cost, which approximates current value. Items are
considered to be cash equivalents if the original maturity is three months or
less.
 
 Income
Taxes
  The
Company accounts for income taxes pursuant to SFAS No. 109, Accounting for Income
Taxes.  Deferred tax assets and liabilities are recorded for
differences between the financial statements and tax basis of the assets and
liabilities that will result in taxable or deductible amounts in the future
based on enacted tax laws and rates.  Valuation allowances are
established when necessary to reduce deferred tax assets to the amount expected
to be realized.  Income tax expense is recorded for the amount of
income tax payable or refundable for the period increased or decreased by the
change in deferred tax assets and liabilities during the period.  As
of December 31, 2007, a deferred tax asset (which arises solely as a result of
net operating losses), has been entirely offset by a valuation reserve due to
the uncertainty that this asset will be realized in the future.
  Fair
Value of Financial Instruments
  The
carrying value of the Company's accounts payable approximates fair value because
of the short-term maturity of these instruments.
 
 Earnings
or Loss Per Share
  The
Company accounts for earnings per share pursuant to SFAS No. 128, Earnings per Share, which
requires disclosure on the financial statements of "basic" and "diluted"
earnings (loss) per share. Basic earnings (loss) per share is computed by
dividing net income (loss) by the weighted average number of common shares
outstanding for the year. Diluted earnings (loss) per share is computed by
dividing net income (loss) by the weighted average number of common shares
outstanding plus common stock equivalents (if dilutive) related to stock options
and warrants for each year.
  There
were no dilutive financial instruments for the years ended December 31, 2008 or
2007.
  19
 
 CONSORTEUM
HOLDINGS, INC.
 (formerly
Implex Corporation)
 (A
Development Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 December
31, 2008 and 2007
 
 4.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
  Deferred
Offering Costs
  The
Company defers as other assets the direct incremental costs of raising capital
until such time as the offering is completed.  At the time of the
completion of the offering, the costs are charged against the capital
raised.  Should the offering be terminated, deferred offering costs
are charged to operations during the period in which the offering is
terminated.
  Revenue
Recognition
  The
Company recognizes revenue in accordance with SEC Staff Accounting Bulletin No.
104, Revenue
Recognition ("SAB 104").  SAB 104 requires that four basic
criteria must be met before revenue can be recognized: (1) persuasive evidence
of an arrangement exists; (2) delivery has occurred or services have been
rendered; (3) the selling price is fixed and determinable; and (4)
collectibility is reasonably assured.
  The
Company currently has one revenue stream which is providing information
technology consulting services.  These revenues are recognized on
completion of the services rendered.  The customers are billed on
completion and are due on receipt.
 
  Recent
Accounting Pronouncements
  In
December 2007, the FASB issued SFAS No. 141 (R) Business Combinations. SFAS
141R establishes principles and requirements for how the acquirer of a business
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree. SFAS 141R also provides guidance for recognizing and measuring the
goodwill acquired in the business combination and determines what information to
disclose to enable users of the financial statements to evaluate the nature and
financial effects of the business combination. The guidance will become
effective as of the beginning of the Company’s fiscal year beginning after
December 15, 2008. Management believes the adoption of this pronouncement will
not have a material impact on the Company's financial statements.
  In
December 2007, the FASB issued SFAS No. 160 Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51. SFAS 160
establishes accounting and reporting standards for the noncontrolling interest
in a subsidiary and for the deconsolidation of a subsidiary. The guidance will
become effective as of the beginning of the Company’s fiscal year beginning
after December 15, 2008. Management believes the adoption of this pronouncement
will not have a material impact on the Company's financial
statements.
   20
  CONSORTEUM
HOLDINGS, INC.
 (formerly
Implex Corporation)
 (A
Development Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 December
31, 2008 and 2007
 4.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
  Recent
Accounting Pronouncements
 
 In March
2008, the FASB issued FAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities, an amendment of FASB Statement No. 133, which requires
additional disclosures about the objectives of the derivative instruments and
hedging activities, the method of accounting for such instruments under FAS 133
and its related interpretations, and a tabular disclosure of the effects of such
instruments and related hedged items on our financial position, financial
performance, and cash flows. FAS 161 is effective for us beginning January 1,
2009. We are currently assessing the potential impact that adoption of FAS 161
may have on our financial statements.
 
 In May
2008, the FASB issued FAS 163 (“FAS 163”), “Accounting for Financial Guarantee
Insurance Contracts—an interpretation of FASB Statement No. 60”. This Statement
interprets Statement 60 and amends existing accounting pronouncements to clarify
their application to the financial guarantee insurance contracts included within
the scope of this Statement. FAS 163 is not expected to have a material impact
on the Company’s consolidated financial statements.
 
 In May
2008, the FASB issued Statement No. 162, The Hierarchy of Generally Accepted
Accounting Principles. FASB Statement No. 162 defines the order in which
accounting principles that are generally accepted should be followed. FASB
Statement No. 162 is effective 60 days following the SEC’s approval of the
Public Company Accounting Oversight Board (“PCAOB”) amendments to AU Section
411, The Meaning of Present Fairly in Conformity with Generally Accepted
Accounting Principles. Management believes the adoption of this pronouncement
does not have a material impact on the Company's consolidated financial
statements.
 
 21
 
 
 CONSORTEUM
HOLDINGS, INC.
 (formerly
Implex Corporation)
 (A
Development Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 December
31, 2008 and 2007
 
 5.
              CAPITAL
      STOCK
 
 Authorized
 160,000,000
common shares, par value $0.001per
share
 
 2008
                            
                            
                            2007Issued29,860,000
      common stock
                            
                            $
                            29,860
                            
                            
                            $
                            14,925
 
 Holders
of common stock are entitled to one vote for each share held. There are no
restrictions that limit the Company's ability to pay dividends on its common
stock. The Company has not declared any dividends since
incorporation.
 
 On
September 3, 2008, the Company performed a two-for-one forward stock split which
increased the number of common shares by 14,925,000.
  On
September 12, 2008, the Company issued 10,000 shares of common stock to Olde
Monmouth for interest on their loan.
  6.  INCOME
TAXES
 
 
 The
Company accounts for income taxes in accordance with SFAS No. 109. SFAS No. 109
prescribes the use of the liability method whereby deferred tax asset and
liability account balances are determined based on differences between the
financial reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates. The effects of future changes in tax laws or rates
are not anticipated.
  Under
SFAS No. 109 income taxes are recognized for the following: a) amount of tax
payable for the current year and b) deferred tax liabilities and assets for
future tax consequences of events that have been recognized differently in the
financial statements than for tax purposes.
  As at 31
December 2007, there were no differences between financial reporting and tax
bases of assets and liabilities. The Company will have tax losses available to
be applied against future years' income as result of the losses incurred.
However, due to the losses incurred in the period and expected future operating
results, management determined that it is more likely than not that the deferred
tax asset resulting from the tax losses available for carryforward will not be
realized through the reduction of future income tax payments. Accordingly a 100%
valuation allowance has been recorded for deferred income tax
assets.
 
 7.   SUPPLEMENTAL
CASH FLOW INFORMATION
 
 During
the year ended December 31, 2008 and since inception, there was no interest or
taxes paid by the Company.
  8.  
RELATED PARTY TRANSACTIONS
 
 On
November 7, 2005, the Company issued a total of 12,000,000 shares worth $120,000
to Irwin Rapoport for services rendered as its founder with respect to the
incorporation and set-up of Implex.  Such shares were issued in
reliance on an exemption from registration under Section 4(2) of the Securities
Act of 1933.  Mr. Rapoport is deemed our founder and
promoter.
  On June
6, 2006, the Company issued 100,000 shares to Jim Beatty for services as a
director.  Such shares were issued in reliance on an exemption from
registration under Section 4(2) of the Securities Act of 1933.
  The
office space for Consorteum is provided by our CEO at no cost to
us.  Our executive offices are located at at 131 Court Street,
#11, Exeter, New Hampshire 03833.  The Company believes that
this space is adequate to operate its current business.
  22
  Item 9. Changesin and Disagreements with
Accountants on Accounting and Financial Disclosure
 
 Effective
March 16, 2009, the Company dismissed DNTW Chartered Accountants, LLP (“DNTW”)
as the Company’s  independent registered public
accountants.
 
 The
reports of DNTW for the years ended December 31, 2007, 2006 and cumulative from
November 7, 2005 (date of inception) through December 31, 2007 did not contain
an adverse opinion or disclaimer of opinion and were not qualified or modified
as to audit scope or accounting principles.  Notwithstanding the
foregoing, the audit report of DNTW on the financial statements for the years
ended December 31, 2007, 2006 and cumulative from November 7, 2005 (date of
inception) through December 31, 2007 did, however, contain an explanatory
paragraph relating to the uncertainty of the Company’s ability to continue as a
going concern.
 
 During
the Company’s two most recent fiscal years and all interim periods from the last
fiscal year to the date of dismissal there were no disagreements with DNTW on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedures, which disagreements, if not resolved to the
satisfaction of DNTW would have caused it to make reference to such
disagreements in its reports. There were no "Reportable Events" as detailed
in paragraphs (A), (B), (C) and (D) of Item 304
(a)(1)(v).
 
 On March
16, 2009 the Company retained Sutton Robinson Freeman & Co., P.C. to act as
its independent accountants.  The Company has authorized DNTW to
discuss any matter relating to the Company with Sutton Robinson Freeman &
Co., P.C.
 
 The
change in the Company’s auditors was approved by the Board of
Directors.
 
 The
Company did not request any answer from Sutton Robinson Freeman & Co., P.C.
regarding application of accounting principles or audit opinion type prior to
engaging them to replace DNTW.
 
 Item
9A.   Controls and Procedures.
 
 The
Company maintains disclosure controls and procedures (as defined in Rule
13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended)
that are designed to ensure that information required to be disclosed in the
Company's periodic reports filed under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC's
rules and forms, and that such information is accumulated and communicated to
management, including the Company's principal executive officer and principal financial
officer, to allow timely decisions regarding required disclosures.
 
 The
Company has certain deficiencies that exist in the design or operation of the
Company's internal control over financial reporting.  Under SEC Rules
that affect the Company, the Company is required to provide management's report
on internal control over financial reporting for its first fiscal year ending on
or after December 15, 2008. The Company has discussed management's report with
its auditors. The Company is not required to file the auditor's attestation
report on internal control over financial reporting until it files an annual
report for its first fiscal year ending on or after December
15,  2008.
 
 As of the
end of the period covered by this report, management carried out an
evaluation, under the supervision and with the participation of the Company's
principal executive officer and principal financial officer, of the Company's
disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule
15d-15(e) of the Exchange Act). Based upon the evaluation, the Company's principal
executive officer and principal financial officer concluded that its disclosure
controls and procedures were effective at a reasonable assurance level to
ensure that information required to be disclosed by the Company in the reports
that it files or submits under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the SEC's rules and
forms. In addition, the Company's principal executive officer and principal financial
officer concluded that its disclosure controls and procedures were effective
at a reasonable assurance level to ensure that information required to be
disclosed by the Company in the reports that it files or submits under the Exchange
Act is accumulated and communicated to the Company's management, including
its principal executive officer and principal financial officer, to allow
timely decisions regarding required disclosure.
  Because
of the inherent limitations in all internal control systems, no evaluation
of controls can provide absolute assurance that all control issues and
instances of fraud, if any, will be or have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty
and that breakdowns can occur because of simple error or mistake. Additionally,
controls can be circumvented by the individual acts of some persons,
by collusion of two or more people and/or by management override of controls.
The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions. Over time, controls may become inadequate because of
changes in conditions, and/or the degree of compliance with the policies and procedures
may deteriorate. Because of the inherent limitations in a cost-effective
internal control system, misstatements due to error or fraud may occur and
not be detected.
 
 Changes
in disclosure controls and procedures
 
 There
were no changes in the Company's disclosure controls and procedures,
or in factors that could significantly affect those controls and procedures,
since its last fiscal quarter.
 
 23
 
 The
management of the Company is responsible for establishing
and maintaining adequate internal control over financial reporting. The
Company's internal control over financial reporting is designed to provide reasonable
assurance as to the reliability of the Company's financial reporting and the
preparation of financial statements in accordance with generally
 accepted
accounting principles.
  Management
conducted an evaluation of the effectiveness of the Company's
internal control over financial reporting as of December 31, 2008. In making
this assessment, it used the criteria set forth in INTERNAL CONTROL--INTEGRATED
FRAMEWORK issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO).
 
 We
identified the following material weakness in our internal control over
financial reporting- we did not have adequate segregation of duties, in that we
only had one person performing all accounting-related on-site duties. Because
of the "barebones" level of relevant personnel, however, certain deficiencies
which are cured by separation of duties cannot be cured, but only a monitored
as a weakness.
 
 Our
independent registered public accounting firm, Sutton Robinson Freeman
& Co., P.C., has reviewed our management's assessment of our internal controls
over the financial reporting and will issue their report in 2009 per SEC rules
for non-accelerated filers.
  Item 9B.Other
Information
  None.
 
 PART
III
 
 ITEM 10.Directors,
Executive Officers, Promoters and Corporate Governance
 
 Directors and
Officers
 
 Our
executive officers and directors and their respective ages are as
follows:
 
 Name
                      Age
                      PositionRichard
      C. Fox
                      74
                      President/CEO/CFO/DirectorJames
      D. Beatty
                      63
                      Director
 
 There are
no agreements or understandings for the officer or director to resign at the
request of another person and the above-named officer and director is not acting
on behalf of nor will act at the direction of any other person.
 
 Set forth
below is the names of our directors and officer, all positions and offices with
the Company held, the period during which he has served as such, and the
business experience during at least the last five years:
  24
  Richard C. Fox,President, Chief Executive
Officer, Chief Financial Officer:
  On August
25, 2008, Mr. Richard C. Fox was appointed as the President, Chief Executive
Officer, Chief Financial officer of Implex. Richard C. Fox, age 74, is an
attorney with a practice of business law, corporate law and securities law. He
has been an attorney since 1961, following his graduation from the University of
Chicago Law School. Originally admitted to the Pennsylvania Bar in 1961, Mr. Fox
practiced in Harrisburg, Pennsylvania until 1987 when he moved the base to Boca
Raton, Florida (having been admitted to practice in Florida in 1984). Since 1996
Mr. Fox has provided legal services through his Florida professional
corporation, Fox Law Offices, P.A. In 2004, he founded "idolci, Inc.", a gelato
manufacturing company based in Providence, Rhode Island, of which he is a
director and CEO.
  James D.Beatty,
Director:
 
 James D.
Beatty was appointed to our Board of Directors on May 30, 2006. He founded
Trinity Capital Corporation in 1982 and Trinity Capital Securities Limited in
1988. Trinity Capital is an independent Merchant Bank located in Toronto,
focusing on providing growth capital to small and medium sized companies in
Southern Ontario. Providing capital along with other key elements such as
management enhancement, strategic planning and implementation, and responsible
corporate governance are Trinity’s areas of expertise which allow organizations
to grow.
  Mr.
Beatty has over thirty years experience in the investment industry and for the
past twenty plus years has focused on the financing and development of small and
medium sized enterprises. Mr. Beatty has sat on over 30 public company boards in
both Canada and the United States. For many of these companies he has chaired
the Audit Committee or the Compensation Committee, since general administration
for companies is his area of expertise.. Since 1997, Mr. Beatty is currently has
acted as a director for Iatra Life Sciences Corporation In., a Canadian company
dedicated to the acquisition, development and commercialization of promising and
unique diagnostic, medical and health-related technologies throughout the world.
Since 2001 Mr. Beatty has acted as a director for Genetic Diagnostics, which
licenses and continues to further develop a revolutionary diagnostic platform
that it intends to commercialize in Canada and the United States.
  Consorteum
will represent Mr. Beatty’s only involvement with a company that designs and
installs systems for data, voice, video and telecom.
 
 Term of
Office
 
 Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.
 
 Neither
of our officers and directors has filed any bankruptcy petition, been convicted
of or been the subject of any criminal proceedings or the subject of any order,
judgment or decree involving the violation of any state or federal securities
laws within the past five (5) years.
 
 Certain Legal
Proceedings
  No
director, nominee for director, or executive officer of the Company has appeared
as a party in any legal proceeding material to an evaluation of his ability or
integrity during the past five years.
 
 Compliance with Section 16a
of the Exchange Act
 
 Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who beneficially own more than 10% of a registered class of the
Company’s equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and are required to
furnish copies to the Company. To the best of the Company’s knowledge, all
reports required to be filed were timely filed in the year ended December 31,
2008 except for (i) a Form 3 by the current President ,CEO and 10% stockholder,
and (ii) a Form 4 by a former 10% stockholder.
 
 Code of
Ethics
  We have
adopted a Code of Ethics applicable to our Chief Executive Officer and Chief
Financial Officer.
  Other
Committees
 
 We do not have an audit
committee, a nominating committee, or a compensation committee because of
the  current size of our Board of Directors.
 25
 
 Item
11.  Executive Compensation.
  Compensation of Executive
Officers
 
 The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers paid by us during the fiscal
years ended December 31, 2008 and 2007 in all capacities for the accounts of our
executives, including the Chief Executive Officer (CEO) and Chief Financial
Officer (CFO):




SUMMARY
COMPENSATION TABLE
 Name
      and Principal Position
              Year
              
              Salary
                ($)
              
              Bonus
                ($)
              
              Stock
      Awards
                ($)
              
              Option
      Awards
                ($)
              
              Non-Equity
      Incentive Plan Compensation ($)
              
              Non-Qualified
      Deferred Compensation Earnings
                ($)
              
              All
      Other Compensation
                ($)
              
              
              Totals
                ($)Irwin
      Rapoport
                President,
      Chief Executive Officer and Director
              2007
              
              $
              0
              
              
              
              0
              
              
              
              0
              
              
              $
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              $
              0Richard
      C. Fox, President, Chief Executive Officer and Director
              2008
              
              $
              20,000
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              $
              20,000
  Term of
Office
 
 Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.
 
 None of
our officers and directors have filed any bankruptcy petition, been convicted of
or been the subject of any criminal proceedings or the subject of any order,
judgment or decree involving the violation of any state or federal securities
laws within the past five (5) years.
 
 Certain Legal
Proceedings
  1 Mr.
Fox’s salary was accrued for the month of September 2008 by the Company. Mr. Fox
waived all other right to compensation for the remainder of
2008.
  No
director, nominee for director, or executive officer of the Company has appeared
as a party in any legal proceeding material to an evaluation of his ability or
integrity during the past five years.
  Option Grants Table. There
were no individual grants of stock options to purchase our common stock made to
the executive officers named in the Summary Compensation Table from January 1,
2008 through December 31, 2008.  Warrants were granted to the
executive officer in 2006, however the same have been returned to the Company
unexercised, and have been terminated.
  AggregatedOption Exercises and Fiscal Year-End
Option Value Table. There were no stock options exercised during period
ending December 31, 2008, by the executive officers named in the Summary
Compensation Table.
 
 Long-Term Incentive Plan (“LTIP”)
Awards Table.There were no awards made to a named executive officer in
the last completed fiscal year under any LTIP.
   26
  Employment, Termination,
Change of Control and other Agreements
 
 Presently,
the Company continues to have one employee, a single officer, and two
directors.  Prior to August 25, 2008 the sole employee and sole
director was Irwin Rapoport and the two directors were James D. Beatty and Irwin
Rapoport.  On August 25, 2008 the Company, with the support of Mr.
Rapoport, entered into an arrangement with Richard C. Fox, whereby Mr. Fox (1)
assigned a certain business concept and business plan to the Company, (2) became
a director and the sole officer, in replacement of Mr. Rapoport, and (3) became
an employee under a certain Employment Agreement.  At the present
time, Mr. Fox remains the sole officer and the sole employee, while Mr. Fox and
Mr. Beatty remain as the two directors.
 
 Under his
employment agreement, Mr. Fox is to be paid $20,000 per month for legal services
for the period September 1, 2008 to December 31, 2008.  On January 1,
2009 Mr. Fox was to begin being compensated at the same rate as Chief Executive
Officer, but with the compensation deferred until the required in financing
is raised.  Mr. Fox provided substantial legal services during the
period for the month of September 2008 covering the various corporate, corporate
governance, securities law filings, and financing negotiation
matters.  The financing negotiations were completed and all related
documents were agreed upon and executed by the Company by September 29,
2008.  However, due to US economic conditions, the closing of the
financing was delayed and finally the financing entity determined that it could
not proceed.  As a result, the Company accrued the $20,000 owing to
Mr. Fox for the month of September and  Mr. Fox waived any other
compensation for the balance of 2008, for which period Mr. Fox is contributing
his services.  The employment agreement remains in effect pending the
securing of financing.
 
 Item
12. Security Ownership of Certain Beneficial Owners and Management.
  The
following table sets forth the number and percentage of shares of our common
stock owned as of March 26, 2009 by all persons (i) known to us who own
more than 5% of the outstanding number of such shares, (ii) by our directors,
and (iii) by our sole officer and directors as a group. Unless otherwise
indicated, each of the stockholders has sole voting and investment power with
respect to the shares beneficially owned.
  Title
      of Class
              Name
      and Address
                of
      Beneficial Owner
              Amount
      and Nature
                of
      Beneficial Owner
              Percent
                of
      Class (1)Common
      Stock
              Rick
      C. Fox
                131
      Court Street, #11 Exeter, New Hampshire 03833
              24,000,000
              80.40%Common
      Stock
              James
      D. Beatty
                7415
      Sherbrooke St. West, #1
                Montreal,
      Quebec, Canada H4B 1S2
              200,000
              0.67%Common
      Stock
              All
      executive officers
                and
      directors as a group
              24,200,000
              81.07%
  (1)
              The
      percent of class is based 29,860,000 shares of our common stock issued and
      outstanding as of March 26, 2009.
 
 Changes in
Control
  There are
no arrangements which may result in a change in control of the
Company.
  27
  Item
13.  Certain Relationships and Related Transactions, and Director
Independence.
 
 On
November 7, 2005, the Company issued a total of 12,000,000 shares worth $120,000
to Irwin Rapoport for services rendered as its founder with respect to the
incorporation and set-up of Implex.  Such shares were issued in
reliance on an exemption from registration under Section 4(2) of the Securities
Act of 1933.  Mr. Rapoport is deemed our founder and
promoter.
   On June
6, 2006, the Company issued 100,000 shares to Jim Beatty for services as a
director.  Such shares were issued in reliance on an exemption from
registration under Section 4(2) of the Securities Act of 1933.
  On August
25, 2008 the Company entered into an arrangement with Richard C. Fox, whereby
Mr. Fox (1) assigned a certain business concept and business plan to the
Company, (2) became a director and the sole officer, in replacement of Mr. Irwin
Rapoport, and (3) became an employee under a certain Employment
Agreement.
 
 Under his
employment agreement, Mr. Fox is to be paid $20,000 per month for legal services
for the period September 1, 2008 to December 31, 2008.  On January 1,
2009 Mr. Fox was to begin being compensated at the same rate as Chief Executive
Officer, but with the compensation deferred until the required in financing
is raised.  Mr. Fox provided substantial legal services during the
period for the month of September 2008 covering the  various
corporate, corporate governance, securities law filings, and financing
negotiation matters.  The financing negotiations were completed and
all related documents were agreed upon and executed by the Company by September
29, 2008.  However, due to US economic conditions, the closing of the
financing was delayed and finally the financing entity determined that it could
not proceed.  As a result, the Company accrued the $20,000 owing to
Mr. Fox for the month of September and  Mr. Fox waived any other
compensation for the balance of 2008, for which period Mr. Fox is contributing
his services.  The employment agreement remains in effect pending the
securing of financing.
 
 Item
14.  Principal Accounting Fees and Services.
 
 Audit
Fees
 
 The
aggregate fees billed for professional services rendered by the Company’s
principal accountant for the audit of the Company’s annual financial statements
for the fiscal years ended December 31, 2008 and 2007 were $-0- and $13,000
respectively.
 
 Audit-Related
Fees
 The
Company incurred no fees during the last two fiscal years for assurance and
related services by the Company’s principal accountant that were reasonably
related to the performance of the audit or review of the registrant’s financial
statements and are not reported under Item 9(e)(1) of Schedule A.
 
 Tax Fees
 The
Company incurred no fees during the last two fiscal years for professional
services rendered by the Company’s principal accountant for tax compliance, tax
advice and tax planning.
 
 All Other
Fees
 The
Company’s principal accountants did not bill the Company and the Company did
not  incur any other fees during the last two fiscal years ended
December 31, 2008 and 2007 for products and services of the principal
accountants other than for those services described in this Item
14.
 
 28
 
  PART
IV
  Item15.
 Exhibits,Financial
Statement Schedules
 
 (a)(1)  Financial Statements  (filed as part of Item 8 in
this report)
  (3)
                Exhibits3.1
                (i)  Articles
      of Incorporation
                (1)
 3.2
              (ii)  Bylaws.
              (1)
 14.1
              Code
      of Ethics
 16.1
              Letter
      re: change in certifying accountant.
              (2)
 31.1
                and
                31.2
              Rule
      13a-14(a)/15d-14(a) Certifications
 
 32.1
                and
                32.2
              Certification Pursuant
      To The Sarbanes-Oxley Act 18 U.S.C. Section 1350 AsAdopted
      Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002
 
  (1)           Filed
as an exhibit to the Form SB-2 filed with the SEC on January 26,
2007
 (2)           These
items have been previously filed
 
  29
  SIGNATURES
  Pursuant
to the requirements of  Section 13 or 15 (d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
  (Registrant)
                CONSORTEUM
      HOLDINGS, INC.By
      (Signature and Title)
                By:
                /s/ Richard
      C. FoxRichard
      C. FoxPresident,
      Chief Executive Officer,Chief
      Financial Officer
  Date: April
13,
2009
 
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
  
 Signature
                    Title
                    Date/s/
      Richard C. Fox
                    Chief
      Executive Officer/

                        Chief
      Financial Officer/

                          Director
                    April
      13, 2009Richard
      C. Fox/s/  James
      D. Beatty
                    Chairman
      of the Board ofDirectors
                    April
      13, 2009James
      D. Beatty








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