<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

 |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2009

 |_| 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 small business issuer as specified in its charter)

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

                              131 COURT STREET, #11
                           EXETER, NEW HAMPSHIRE 03833
                    (Address of Principal Executive Offices)

                                 (603) 778-9910
                           (Issuer's telephone number)

                               IMPLEX CORPORATION
                          7415 SHERBROOKE ST. WEST, #1
                        MONTREAL, QUEBEC, CANADA H4B 1S2
             (Former name, address and fiscal year, if changed since
                                  last report)

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

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).   Yes|_| No |_|

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
See definition of "accelerated filer" and "large accelerated filer" in Rule
12b-2 of the Exchange Act (Check one):

Large Accelerated Filer |_|   Accelerated Filer |_|    Non-Accelerated Filer |_|
Smaller Reporting Company |X|

State the number of shares outstanding of each of the issuer's classes of common
equity, as of May 18, 2009: 29,860,000 shares of common stock.

Transitional Small Business Disclosure Format    Yes |_|  No |X|

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


<PAGE>


                                TABLE OF CONTENTS


PART I FINANCIAL INFORMATION

Item 1.  Financial Statements

  BALANCE SHEETS AS  OF  MARCH 31, 2009 (unaudited)
  AND DECEMBER 31, 2008 (audited)........................................   3

  STATEMENTS OF OPERATIONS FOR THE THREE MONTHS
  ENDED MARCH 31, 2009 (unaudited) AND MARCH 31, 2008
  (unaudited) and for the period from inception
   (7 NOVEMBER 2005) TO 31 MARCH 2009 ...................................   4

  STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED
  MARCH 31, 2009 (unaudited) AND MARCH 31, 2008
  unaudited) and for the period from
  inception (7 NOVEMBER 2005) TO 31 MARCH 2009...........................   5

NOTES TO FINANCIAL STATEMENTS............................................   6
Item 2.  Management's Discussion and Analysis of Financial Condition.....  10
Item 3   Quantitative and Qualitative Disclosures About Market Risk......  12
Item 4T. Control and Procedures..........................................  12

PART II OTHER INFORMATION

Item 1   Legal Proceedings  .............................................  13
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.....  13
Item 3.  Defaults Upon Senior Securities.................................  13
Item 4.  Submission of Matters to a Vote of Security Holders.............  13
Item 5.  Other Information...............................................  13
Item 6.  Exhibits and Reports on Form 8-K................................  13


                                       2
<PAGE>

<TABLE>
<CAPTION>
<S>     <C>

CONSORTEUM HOLDINGS, INC.  (FORMERLY IMPLEX CORPORATION)
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS


                                                         31          31
                                                       MARCH      DECEMBER
                                                        2009        2008
                                                    (UNAUDITED)   (AUDITED)
                                                     ---------    ---------
ASSETS
CURRENT ASSETS
       Cash                                          $      --    $      --
                                                     ---------    ---------

OTHER ASSETS
  Deferred offering costs                               34,678       34,678
                                                     ---------    ---------

   TOTAL ASSETS                                      $  34,678    $  34,678
                                                     =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable and accrued liabilities           $  50,643    $  40,574
LONG TERM LIABILITIES
  Loan                                               $  25,000    $  25,000
                                                     ---------    ---------
   TOTAL LIABILITIES                                    75,643       65,574
                                                     ---------    ---------

STOCKHOLDERS' EQUITY
  Common stock                                          29,860       29,860
  Additional paid in capital                            65,079       65,079
  Deficit accumulated during the development stage    (135,904)    (125,835)
                                                     ---------    ---------
   TOTAL STOCKHOLDERS' EQUITY                          (10,965)     (30,896)
                                                     ---------    ---------
   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $  34,678    $  34,678
                                                     =========    =========


   The accompanying notes are an integral part to these financial statements.


                                       3
<PAGE>


CONSORTEUM HOLDINGS, INC. (FORMERLY IMPLEX CORPORATION)
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(UNAUDITED)

                                                      THREE MONTHS          THREE    FOR THE PERIOD
                                                            MONEHS          MONTHS   FROM INCEPTION
                                                          ENDED 31        ENDED 31      (7 NOVEMBER
                                                             MARCH           MARCH        2005)  TO
                                                              2009            2008    31 MARCH 2009
                                                       ------------    ------------   -------------

REVENUE                                                $         --              --    $     16,280
                                                       ------------    ------------   -------------

EXPENSES
Services contributed by shareholder                              --           6,000          53,000
Professional fees                                                69           7,137          68,605
(Gain) loss on foreign exchange                                  --              --             265
Consulting and subcontracting                                10,000              --          30,200
Interest on loan                                                 --              --              10

Bank charges                                                     --              --             104
                                                             10,069          13,137         152,184
LOSS BEFORE TAXES                                           (10,069)        (13,137)       (135,904)
INCOME TAX RECOVERY                                              --              --              --
NET LOSS                                               $    (10,069)        (13,137)   $   (135,904)
LOSS PER WEIGHTED NUMBER OF SHARES OUTSTANDING BASIC
AND DILUTED                                                            $       0.00    $       0.00
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING BASIC
AND DILUTED                                              29,860,000      14,925,000


             The accompanying notes are an integral part to these financial statements.



                                                 4
<PAGE>

CONSORTEUM HOLDINGS, INC.  (FORMERLY IMPLEX CORPORATION)
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(UNAUDITED)


                                                    THREE         THREE   FOR THE PERIOD
                                                   MONTHS        MONTHS   FROM INCEPTION
                                                 ENDED 31      ENDED 31      (7 NOVEMBER
                                                    MARCH         MARCH        2005)  TO
                                                     2009          2008    31 MARCH 2009
                                                 ---------    ---------    -------------

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                       $ (10,069)   $ (13,137)   $(135,904)

  ADJUSTMENT TO RECONCILE NET LOSS TO NET
  CASH PROVIDED BY OPERATING ACTIVITIES:
     Services contributed by shareholder                --        6,000       51,320

     Common stock issued for services                   --           --        6,317
  CHANGES IN OPERATING ASSETS AND LIABILITIES:


     Accounts receivable                                --           --           --

     Taxes payable                                      --           --           --
     Accounts payable and accrued liabilities       10,069        7,137       50,336

NET CASH FLOWS USED IN OPERATING ACTIVITIES              0            0      (27,931)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from loan                                    --           --       25,000
  Stockholder contributions                             --           --       10,259
  Deferred offering costs                               --           --      (34,678)


  Common shares issued for cash                         --           --       27,350

CASH FLOWS (USED IN) PROVIDED BY FINANCING
ACTIVITIES                                              --           --       27,931

NET DECREASE IN CASH                                    --           --           --


CASH, BEGINNING OF YEAR                                 --           --           --

CASH, END OF YEAR                                $      --    $      --    $      --



             The accompanying notes are an integral part to these financial statements.

</TABLE>


                                        5
<PAGE>



CONSORTEUM HOLDINGS, INC. (FORMERLY IMPLEX CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
31 MARCH 2009


1. ORGANIZATION AND NATURE OF BUSINESS

Consorteum Holdings, Inc. (the "Company"), was incorporated on 7 November 2005,
under the laws of the State of Nevada as Wellentech Services, Inc. and changed
its name to Implex Corporation on 29 September 2008 and then to Consorteum
Holdings, Inc. on April 9, 2009. 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

UNAUDITED INTERIM FINANCIAL STATEMENTS

The accompanying unaudited interim financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and the SEC instructions to Form 10-Q.
Accordingly, certain information and disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted pursuant to the
rules and regulations of the Securities and Exchange Commission. The financial
statements reflect all adjustments (consisting only of normal recurring
adjustments), which, in the opinion of management, are necessary for a fair
presentation of the results for the periods presented. There have been no
significant changes of accounting policy since 31 December 2008. The results
from operations for the interim periods are not indicative of the results
expected for the full fiscal year or any future period. These financial
statements should be read in conjunction with the audited financial statements
and notes thereto included in the Company's Annual Report to stockholders on
Form 10-K for the fiscal year ended 31 December 2008, as filed with the
Securities and Exchange Commission.

                                       6
<PAGE>


CONSORTEUM HOLDINGS, INC.  (FORMERLY IMPLEX CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
31 MARCH 2009

4. CAPITAL STOCK

On 3 September 2008, the Company's board of directors declared a two-for-one
forward stock split on the shares of the Company's common stock. Each
shareholder of record on 3 September 2008 received two additional shares of
common stock for each share of common stock then held. The Company retained the
current par value of $0.001 per share for all shares of common stock. All
references in the financial statements to the number of shares outstanding, per
share amounts, common stock, additional paid-in capital and stock option data of
the Company's common stock have been restated retroactively to reflect the
effect of the stock split for all periods presented.

On 29 September 2008, the Company's articles of incorporation were amended with
the following changes: the authorized capital structure has been changed from
only common stock to one with both preferred stock and common stock. The Company
was previously authorized to issue 160,000,000 shares of common stock having a
par value of $.001 per share. This has been changed to the authorization to
issue 100,000,000 shares of preferred stock having a par value of $.001 per
share and 100,000,000 shares of common stock also having a par value of $.001
per share.

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.

5.STOCK OPTION PLAN

On 25 August 2008 the Company's board of directors adopted a 2008 Employees
Compensation and Stock Option Plan, permitting the issuance of shares or of
common stock purchase warrants, and a 2008 Stock Option Plan, permitting the
issuance of both qualified and non-qualified stock options. For the period from
7 November 2005 (inception) to 31 March 2009, the Company has not issued any
stock or stock options to employees under these plans.


6.RELATED PARTY TRANSACTIONS

For the three months ended 31 March 2009 and 2008 and from inception to 31 March
2009, the Company's directors and stockholders have devoted time to the
development of the Company. Compensation expense totaling $0, $6,000 and $53,000
has been recorded for these periods, respectively. In addition, these
stockholders have contributed cash of $10,260 from inception to 31 March 2009.
These directors and stockholders have waived reimbursement and have considered
these services and cash contributions as an addition to additional paid-in
capital. Accordingly, the contributions have been recorded as additional paid-in
capital.

7. SUPPLEMENTAL CASH FLOW INFORMATION

During the three months ended 31 March 2009, the Company did not issue shares of
common stock for services.

No interest or taxes were paid by the Company for the three and nine months
ended 31 March 2009 and 2008 and from inception to 31 March 2009.


                                       7
<PAGE>


ITEM 2:MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION
----------------------------------------------------------------

The following discussion and analysis should be read in conjunction with our
Financial Statements and notes appearing elsewhere in this report. The following
discussion contains forward-looking statements that reflect our plans, estimates
and beliefs. Our actual results could differ materially from those discussed in
the forward looking statements. Factors that could cause or contribute to such
differences include, but are not limited to those discussed below and elsewhere
in this report. Our financial statements are stated in United States Dollars and
are prepared in accordance with United States Generally Accepted Accounting
Principles.

Consorteum Holdings, Inc. (the "Company"), was incorporated on 7 November 2005,
under the laws of the State of Nevada as Wellentech Services, Inc. and changed
its name to Implex Corporation on 29 September 2008 and then to Consorteum
Holdings, Inc. on April 9 ,2009. The Company was originally organized to design
and install systems for data, voice, video and telephonic communications. To
date, however, the Company has had minimal success in obtaining contracts, has
raised only minimal seed capital, and lacks the business, on the one hand, to
attract additional financing, and lacks the financing, on the other hand, to
expand its current business activities. Given the substantial competition in its
current business field, the Company's Board of Directors has decided to pursue
an alternative business plan.

On August 25, 2008 the Board of Directors approved the acquisition of a business
plan and concept proposed by Richard C. Fox, a business attorney, as discussed
below under New Operations of Consorteum. To accomplish the acquisition of the
business plan and concept, the Company's President and majority shareholder,
Irwin Rapoport, transferred 11,500,000 of the shares of common stock of the
Company owned by him to Mr. Fox. The effect is that the Company has not paid
directly for the acquired business plan and concept. The Company has concluded
that since the required financing required to execute the new business plan has
not been received, and in substance this is a related party transaction, no
value has been assigned to the business plan.

NEW OPERATIONS OF CONSORTEUM

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
Consorteum'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.


                                       8
<PAGE>

At the time of the spin-off, Consorteum receives its formula-calculated
percentage. The spin-off is accomplished by Consorteum issuing, to its own
shareholders, a portion of the shares it received, with other shares being sold
into the market to replenish Consorteum's capital account. Shares owed to
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 third-party debt
investors who made loans 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. The Company intends 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; the Company
can design, manage, install and service our wireless customers with the same
processes, personnel and management. As well as the services the Company
provides, it also purchases and resells products such as networking routers,
cable, software and video equipment that are involved in its project
installations. The Company purchases its products from various distributors. In
the event that any of these distributors cease operations, the Company's
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
financing is raised. Mr. Fox provided substantial legal services during the
period for the month of September 2008 covering 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.

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 remainder of

                                       9
<PAGE>

the 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 March 31, 2009, 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.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008

The Company did not generate any revenues for the three months ended March 31,
2009 and for the three months ended March 31, 2008.

Services contributed by shareholder were nil for the three months ended March
31, 2009, as compared to $6,000 for the three months ended March 31, 2008.
Professional fees include legal and accounting fees and filing fees.
Professional fees decreased to $69 for the three months ended March 31, 2009, as
compared to the three months ended March 31, 2008 which was $7,137. The decrease
in professional fees were mainly due to adjustments made to payables.

Net loss for the three months ended March 31, 2009 was $10,069. Net loss for the
three months ended March 31, 2008 was $13,137.

Loss per share was $0.00 for the period ended March 31, 2009, and a loss of
$0.00 per share for the period ended March 31, 2008.

There were no gains on foreign exchange for the three months ended March 31,
2009 and for the three months ended March 31, 2008.

Consulting and subcontracting expenses for the three months ended March 31, 2009
was $10,000. There were no consulting and subcontracting expenses for the three
months ended March 31, 2008.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2009, we had a working capital deficiency of $50,643, which
represented a working capital increase of $10,069 as compared to the working
capital deficiency position of $40,574 as of December 31, 2008. The increase is
mainly due to the increase of our accounts payable and accrued liabilities. We
did not raise any cash from issuance of common stock.

There were no cash flows used in operating activities for the three month period
ended March 31, 2009 and March 30, 2008.

There were no cash flows provided by financing activities for the three month
period ended March 31, 2009 and March 31, 2008.

The Company continues to seek alternative financings, including a Regulation S
offering in Europe. However, as of May 15, 2009 there are no agreements or
understandings in place and the Company's working capital deficit continues. The
Company is continuing its discussions with potential portfolio companies which

                                       10
<PAGE>

would not require an immediate infusion of capital, but through the period ended
March 31, 2009 there are no agreements or understandings in place. However, on
May 5, 2009 the Company entered into a binding letter of intent with Consorteum,
Inc., a Canadian corporation, to exchange shares of the Company's common stock
for all of the issued and outstanding shares of Consorteum, Inc., as a result of
which Consorteum, Inc. would become a wholly-owned operating subsidiary of the
Company. For a description of the letter of intent and the conditions to closing
see the Company's Report on Form 8-K filed with the Securities and Exchange
Commission on May 8, 2009.

GOING CONCERN

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.

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 March 31, 2009, a deferred tax asset (which arises
solely as a result of net operating losses), has been entirely offset by a
valuation reserve due the uncertainty that this asset will be realized in the
future.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our most critical accounting policies, which are those that require significant
judgment, include: income taxes and revenue recognition. In-depth descriptions
of these can be found in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2008 (the "2008 Form 10-K"). There have been no material
changes in our existing accounting policies from the disclosures included in our
2008 Form 10-K.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet guarantees, interest rate swap transactions
or foreign currency contracts. We do not engage in trading activities involving
non-exchange traded contracts.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

We conduct our business in United States dollars. Our market risk is limited to
the United States domestic, economic and regulatory factors.

ITEM 4T. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE 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

                                       11
<PAGE>

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.

         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 prepared
management's report as required and delivered a copy to 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, 2009.

         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, subject to the following qualification, 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: the qualification is that 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 monitored as a weakness.

         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.


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<PAGE>

MANAGEMENT'S REPORT ON INTERNAL CONTROLS OVER FINANCIAL REPORTING

There were no changes in internal control over financial reporting that occurred
during the fiscal period covered by this report that have materially affected,
or are reasonably likely to materially affect, the Company's internal control
over financial reporting.


PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

None

ITEM 2.  CHANGES IN SECURITIES.

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None

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

None

ITEM 5.  OTHER INFORMATION

None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A)      Exhibits

31.1     and 31.2 Certifications of Chief Executive Officer and Chief Financial
         Officer Pursuant to 18 U.S.C Section 1350, As adopted pursuant to
         Section 302 of the Sabanes-Oxley Act of 2002 (filed herewith).

32.1     and 3.2 Certifications of Chief Executive Officer and Chief Financial
         Officer pursuant to 18 U.S.C. Section 1350, As adopted pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

(B)      Reports on Form 8-K

Form 8-K Filed on April 17, 2009 reporting:
         ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
         ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

Form 8-K Filed on May 5, 2009 reporting:
         ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.



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<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                         CONSORTEUM HOLDINGS, INC.
                                         (formerly known as Implex Corporation)

Date: May 20, 2009                       By: /S/ RICHARD C. FOX
                                            -------------------
                                            Richard C. Fox
                                            President, Chief Executive Officer,
                                            Principal Accounting Officer and
                                            Director

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